8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 2, 2005

Lexington Precision Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-3252	22-1830121
(Commission File Number)	(IRS Employer Identification No.)
40 East 52nd Street, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

(212) 319-4657

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1 Equipment Purchase Agreement

EX-10.2 Bailment Agreement

EX-10.3 Indemnity Agreement

EX-10.4 Amendment No. 5 to the Loan and Security Agreement

EX-10.5 Amendment No. 5 to Amended Loan & Security Agreement

EX-10.6 Waiver and Consent

EX-10.7 Waiver and Consent

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Section 1 — Registrant’s Business and Operations

     Item 1.01 Entry into a Material Definitive Agreement.

     On August 2, 2005, Lexington Precision Corporation (the “Company”) entered into an Equipment Purchase Agreement (the “Purchase Agreement”) with Premier Tool and Die Cast Corp., a Michigan corporation (the “Buyer”) and, pursuant to the Purchase Agreement, consummated the sale of substantially all of the machinery, equipment and inventory of the Company’s Die Casting division located in Lakewood, New York (the “Purchased Assets”). The Buyer paid the Company a purchase price of approximately $2.65 million, consisting of cash of approximately $2.45 million, paid on the closing of the sale, and a 10% unsecured promissory note of the Buyer payable to the Company in the principal amount of $200,000, payable on April 30, 2008. Other than the transactions and arrangements described in this Form 8-K, there is no material relationship between the Buyer and the Company or any of its directors, officers, affiliates or associates of its directors and officers.

     Simultaneously with the closing pursuant to the Purchase Agreement, the Company and the Buyer also entered into a Bailment Agreement (the “Bailment Agreement”) under which the parties agreed that the Purchased Assets will be held by the Company as bailee at its premises in Lakewood, New York, until September 30, 2005, or their earlier removal from such premises by the Buyer and, during the term of the Bailment Agreement, the Company may use the Purchased Assets to produce die castings for the Buyer or its customers. The Buyer has undertaken to reimburse the Company for its cost of manufacturing die castings for the Buyer and its customers.

     Simultaneously with the closing pursuant to the Purchase Agreement, the Buyer and the Company also entered into an Indemnity Agreement (the “Indemnity Agreement”) providing that the Buyer will indemnify the Company against environmental costs and liabilities incurred by the Company arising from events that occur during the period from May 16, 2005, until the Purchased Assets are removed from the Company’s premises, unless the environmental costs and liabilities arise from actions of certain employees and agents of the Company, and against losses and expenses arising from the manufacture of die castings by the Company for the Buyer’s customers on or after May 16, 2005. The Indemnity Agreement also provides that the Company will indemnify the Buyer against environmental costs and liabilities arising prior to May 16, 2005.

     The Company also simultaneously obtained a Waiver and Consent under each of the Amended and Restated Loan and Security Agreement (the “Wachovia Loan Agreement”) among the Company, Lexington Rubber Group, Inc., a wholly-owned subsidiary of the Company, the lenders party to the Wachovia Loan Agreement, and Wachovia Bank, National Association, as agent for the lenders, and the Loan and Security Agreement (the “Ableco Loan Agreement”) among the Company, Lexington Rubber Group, Inc., the lenders party to the Ableco Loan Agreement and Ableco Finance, LLC (“Ableco”), as agent for the lenders (the “Consents”), consenting to the sale of the Purchased Assets and the release of their respective liens on the Purchased Assets. The Consents also provide that $888,200 of the proceeds of the sale of the Purchased Assets be applied to the Company’s equipment loan under the Wachovia Loan Agreement, with the balance applied to the Company’s revolving loans outstanding under the Wachovia Loan Agreement. As a condition to the granting of the Consents, the Company (i) agreed to an increase of $250,000 in a special reserve retained by the lenders, and (ii) covenanted to sell its property located in LaGrange, Georgia, by December 31, 2005, for net proceeds of at least $1.5 million.

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     On August 2, 2005, the Company also entered into Amendment No. 5 to the Wachovia Loan Agreement and Amendment No. 5 to the Ableco Loan Agreement, which amended certain covenants in the loan agreements, effective as of June 30, 2005.

     The above descriptions are qualified in their entirety by the terms of the agreement or instrument described, copies of which are filed as exhibits hereto and incorporated by reference herein.

Section 2 — Financial Information

     Item 2.01 Completion of Acquisition or Disposition of Assets.

     On August 2, 2005, the Company entered into the Purchase Agreement with the Buyer as described in Item 1.01 above and which description is incorporated by reference herein.

     The Company has been accounting for the Die Casting division as a discontinued operation on its financial statements for the fiscal year ended December 31, 2004 and for subsequent interim periods, when certain of the Die Casting Division’s customer orders were fulfilled, qualifying it to be accounted as such.

     The description in Item 1.01 of the Purchase Agreement and the transactions contemplated therein are qualified in their entirety by the terms of the Purchase Agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.

Section 9 — Financial Statements and Exhibits

     Item 9.01 Financial Statements and Exhibits.

     As previously stated, the Company has been accounting for the Die Casting division as a discontinued operation on its financial statements for the fiscal year ended December 31, 2004 and for subsequent interim periods. Accordingly, the Company is not providing separate pro forma financial statements with this Form 8-K, because the applicable financial statements previously filed accurately depict the Company’s financial position and results of operation assuming the sale of the Die Casting Division.

     Exhibits

Exhibit 10-1	Equipment Purchase Agreement dated as of August 2, 2005 between Lexington Precision Corporation and Premier Tool & Die Cast Corp. - filed herewith
Exhibit 10-2	Bailment Agreement dated as of August 2, 2005 between Lexington Precision Corporation and Premier Tool & Die Cast Corp. - filed herewith
Exhibit 10-3	Indemnity Agreement dated as of August 2, 2005 between Lexington Precision Corporation and Premier Tool & Die Cast Corp. - filed herewith
Exhibit 10-4	Amendment No. 5 to the Loan and Security Agreement, dated as of August 2, 2005, by and among the Company, Lexington Rubber Group, Inc., the lenders a party to the Loan and Security Agreement and Ableco Finance LLC, as Agent — filed herewith

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Exhibit 10-5	Amendment No. 5 to the Amended and Restated Loan and Security Agreement, dated as of August 2, 2005, by and among the Company, Lexington Rubber Group, Inc., the lenders a party to the Amended and Restated Loan and Security Agreement and Wachovia Bank, National Association, as Agent — filed herewith
Exhibit 10-6	Waiver and Consent, dated as of August 2, 2005, among the Company, Lexington Rubber Group, Inc., and Ableco Finance LLC, as Lender and Agent — filed herewith
Exhibit 10-7	Waiver and Consent, dated as of August 2, 2005, among the Company, Lexington Rubber Group, Inc, the Lenders and Wachovia Bank, National Association, as Agent - filed herewith

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SIGNATURES

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

LEXINGTON PRECISION CORPORATION

(Registrant)

Date: August 5, 2005

By:	/s/ Dennis J. Welhouse
	Name:	Dennis J. Welhouse
	Title:	Senior Vice President, Chief Financial Officer and Secretary

EX-10.1

                                                                    EXHIBIT 10-1

                          EQUIPMENT PURCHASE AGREEMENT

                                     BETWEEN

                         LEXINGTON PRECISION CORPORATION

                                       AND

                          PREMIER TOOL & DIE CAST CORP.

                                 AUGUST 2, 2005



                                TABLE OF CONTENTS


                                                                                      Page
                                                                                      ----
                                                                                   
1.    Purchase and Sale of Assets...............................................        1

   1.1      Purchase and Sale of Assets.........................................        1
   1.2      Excluded Assets.....................................................        1
   1.3      Excluded Liabilities................................................        1

2.    Purchase Price............................................................        2

   2.1      Purchase Price......................................................        2
   2.2      Delivery by Seller..................................................        2
   2.3      Deliveries by Buyer.................................................        2

3.    Seller's Representations and Warranties...................................        2

   3.1      Organization and Good Standing......................................        2
   3.2      Due Authorization, etc..............................................        2
   3.3      Litigation..........................................................        2
   3.4      Purchased Assets....................................................        2
   3.5      Title to Tangible Personal Property.................................        3
   3.6      No Defaults; Consents...............................................        3
   3.7      Brokers.............................................................        3

4.    Buyer's Representations and Warranties....................................        3

   4.1      Organization and Good Standing......................................        3
   4.2      Due Authorization, etc..............................................        3
   4.3      Litigation..........................................................        3
   4.4      Brokers.............................................................        3

5.    Survival and Indemnification..............................................        3

   5.1      Survival............................................................        3
   5.2      Indemnification of Buyer............................................        4
   5.3      Indemnification of Seller...........................................        4
   5.4      Notice of Claims....................................................        4
   5.5      Defense of Third Party Claims.......................................        4
   5.6      Certain Limitations.................................................        5

6.    Miscellaneous.............................................................        5

   6.1      Benefit of Agreement................................................        5
   6.2      Expenses............................................................        5
   6.3      Entire Agreement; Amendments........................................        6
   6.4      Counterparts and Facsimile Signatures...............................        6


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                                                                                        Page
                                                                                        ----
                                                                                     
   6.5      Section Headings....................................................        6
   6.6      Notices.............................................................        6
   6.7      Governing Law.......................................................        6
   6.8      Submission to Jurisdiction; Consent to Service of Process...........        7
   6.9      Interpretation......................................................        7


EXHIBITS

Exhibit A         Promissory Note
Exhibit B         Bill of Sale

SCHEDULES

Schedule 1.1(a)(i)      Basic Equipment
Schedule 1.1(a)(ii)     Additional Equipment
Schedule 1.1(b)         Inventory

                                      -ii-


                          EQUIPMENT PURCHASE AGREEMENT

      THIS EQUIPMENT PURCHASE AGREEMENT is made as of August 2, 2005 by and
between LEXINGTON PRECISION CORPORATION, a Delaware corporation ("Seller"), and
PREMIER TOOL & DIE CAST CORP., a Michigan corporation ("Buyer").

                              W I T N E S S E T H:

      WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain
machinery, equipment and inventory of Seller, all on and subject to the terms
and conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1.    Purchase and Sale of Assets

            1.1 Purchase and Sale of Assets. On the date hereof (the "Effective
Date"), upon and subject to the terms and conditions of this Agreement, Seller
shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall
purchase and acquire from Seller, free and clear of all security interests,
liens, charges and encumbrances ("Liens") all of Seller's right, title and
interest in and to the following assets (collectively, the "Purchased Assets"):

            (a) The machinery and equipment listed on Schedule 1.1(a)(i) ("Basic
Equipment") and the machinery and equipment listed on Schedule 1.1(a)(ii) hereto
(the "Additional Equipment"; the Basic Equipment and the Additional Equipment
are referred to collectively as the "Equipment"); and

            (b) Inventory. Inventory consisting of metals, packaging and pallets
listed on Schedule 1.1(b) including all supplies related thereto in the
possession of Seller at Seller's premises in Lakewood, New York (collectively,
the "Inventory").

            1.2 Excluded Assets. Notwithstanding any provision of this Agreement
to the contrary, Seller shall retain and shall not sell or deliver to Buyer, and
Buyer shall not purchase from Seller any assets other than the Purchased Assets
(collectively, the "Excluded Assets"). The Excluded Assets include, without
limitation, all cash and cash equivalents, all receivables, all claims and
causes of action, purchase orders, contracts and agreements, customer dies,
fixtures and all rights in and to the name "Lexington," "Lexington Precision,"
"Lexington Die Casting" or any logos or variations thereof.

            1.3 Excluded Liabilities. Buyer is not assuming any liabilities or
obligations of Seller of any kind whatsoever pursuant to this Agreement. Without
limiting the generality of the previous sentence, Buyer is not assuming pursuant
to this Agreement any liability or obligations whatsoever related to
environmental contamination or the generation, storage, management, release, or
disposal of hazardous substances or wastes at Seller's property .



      2.    Purchase Price.

            2.1 Purchase Price(a) . (a) In consideration of the sale,
assignment, transfer and delivery of the Purchased Assets to Buyer, on the date
hereof Buyer is paying to Seller the sum of (a) $2,560,000 for the Equipment,
plus (b) $92,443 for the Inventory (collectively, the "Purchase Price").

            (b) The Purchase Price shall be paid on the date hereof as follows:
(i) $2,452,443 shall be paid in cash (the "Cash Purchase Price"); and (ii)
$200,000 shall be paid by Buyer's delivery of a promissory note in the form
attached hereto as Exhibit A (the "Note"). The Buyer will pay the Cash Purchase
Price by wire transfer of immediately available funds to the account specified
in writing by Seller.

            2.2 Delivery by Seller. On the date hereof, Seller shall deliver to
Buyer a Bill of Sale in the form of Exhibit B attached hereto conveying good and
marketable title to the Equipment and Inventory free and clear of all Liens.

            2.3 Deliveries by Buyer. On the date hereof, Buyer shall deliver to
Seller (a) the Cash Purchase Price in accordance with Section 2.1 hereof and (b)
the Note.

      3.    Seller's Representations and Warranties.

      Seller hereby represents and warrants to Buyer, as of the Effective Date,
      as follows:

            3.1 Organization and Good Standing. Seller is a corporation validly
existing and in good standing under the laws of the State of Delaware, and has
the requisite corporate power and authority to execute and deliver this
Agreement and the documents that are required to be executed and delivered
pursuant to this Agreement and to perform its obligations under this Agreement.

            3.2 Due Authorization, etc. The execution, delivery and performance
of this Agreement have been duly authorized by all requisite corporate action on
the part of Seller and this Agreement constitutes a valid and binding agreement
of Seller, enforceable in accordance with and subject to its terms, except as
limited by bankruptcy, insolvency, reorganization and similar laws affecting the
enforcement of creditors' rights or contractual obligations generally. The
execution, delivery and performance of this Agreement by Seller, and the
consummation of the transactions contemplated hereby, do not violate the
Certificate of Incorporation or By-Laws of Seller.

            3.3 Litigation. There are no judicial or administrative actions,
suits or proceedings pending or, to the knowledge of Seller, threatened against
Seller with respect to the Purchased Assets or the transactions contemplated by
this Agreement.

            3.4 Purchased Assets. SELLER MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PURCHASED ASSETS, ALL
OF WHICH ARE BEING SOLD TO, AND PURCHASED BY, BUYER AS IS, WHERE IS, AND SELLER
EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

                                      -2-


            3.5 Title to Tangible Personal Property. Seller has good and
marketable title to the Inventory and the Equipment, in each case free and clear
of all Liens.

            3.6 No Defaults; Consents. The execution, delivery and performance
by Seller of this Agreement will not (a) constitute a violation of or default
under any material contract or agreement to which Seller is a party or by which
Seller is bound, or (b) violate any material law applicable to Seller. As of the
Effective Date, no consents or approvals of any third party are required to be
obtained by Seller in connection with the transfer of the Purchased Assets as
contemplated hereby, other than those consents that have been obtained.

            3.7 Brokers. No broker or other third party is entitled to any
commission or finder's fee in connection with the transactions contemplated by
this Agreement as a result of any agreement or action taken by Seller or its
affiliates.

      4.    Buyer's Representations and Warranties

      Buyer hereby represents and warrants to Seller, as of the Effective Date,
      as follows:

            4.1 Organization and Good Standing. Buyer is a corporation validly
existing and in good standing under the laws of the State of Michigan, and has
the requisite corporate power and authority to execute and deliver this
Agreement, the Note and the other documents that are required to be executed and
delivered pursuant to this Agreement (collectively, the "Buyer Transaction
Documents") and to perform its obligations under the Buyer Transaction
Documents.

            4.2 Due Authorization, etc. The execution, delivery and performance
of the Buyer Transaction Documents have been duly authorized by all requisite
corporate action on the part of Buyer and the Buyer Transaction Documents
constitute a valid and binding agreement of Buyer, enforceable in accordance
with and subject to its terms, except as limited by bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors' rights
or contractual obligations generally. The execution, delivery and performance of
the Buyer Transaction Documents by Buyer, and the consummation of the
transactions contemplated hereby and thereby do not violate the Certificate of
Incorporation or By-Laws of Buyer.

            4.3 Litigation. There are no judicial or administrative actions,
suits or proceedings pending or, to the knowledge of Buyer, threatened against
Buyer with respect to the transactions contemplated by the Buyer Transaction
Documents.

            4.4 Brokers. No broker or other third party is entitled to any
commission or finder's fee in connection with the transactions contemplated by
the Buyer Transaction Documents as a result of any agreement or action taken by
Buyer or its affiliates.

      5.    Survival and Indemnification.

            5.1 Survival. The representations, warranties, covenants and
agreements of Seller and Buyer contained in or made pursuant to this Agreement,
shall survive the execution and delivery hereof and shall continue in full force
and effect until April 30, 2008, provided, however, that: (i) Seller's
representation and warranty in Section 3.5 shall survive indefinitely;

                                      -3-


(ii) any covenants and agreements that by their terms are to be performed or
complied with after the Effective Date shall continue in full force and effect
until fully performed and discharged; and (iii) Buyer's obligation to pay,
perform and discharge the Note shall survive until such Note has been paid,
performed or discharged in full. No claim for indemnification may be asserted
after the expiration of the applicable period specified in the preceding
sentence; provided that any representation or warranty with respect to which a
claim has been asserted in writing prior to the expiration of the period set
forth above shall survive with respect to such claim until the final resolution
thereof.

            5.2 Indemnification of Buyer. Seller agrees that it shall indemnify
and hold Buyer harmless from and against any and all damages, claims, losses,
expenses, costs, obligations, and liabilities, including, without limiting the
generality of the foregoing, reasonable attorneys' fees and expenses
(collectively, "Loss and Expense"), suffered by Buyer by reason of, or arising
out of, any material breach of any representation or warranty made by Seller in
this Agreement (subject to Section 5.1); provided, however, that (x) Seller
shall not have any liability for indemnity hereunder in respect of any Loss and
Expense arising out of or relating to the condition of the Purchased Assets, and
(y) Seller's aggregate obligation for indemnity under this Section 5.2 shall not
exceed the Purchase Price.

            5.3 Indemnification of Seller. Buyer agrees that it shall indemnify
and hold Seller harmless from and against any and all Loss and Expense suffered
by Seller by reason of, or arising out of, (i) any material breach of any
representation or warranty made by Buyer in this Agreement (subject to Section
5.1), and (ii) any failure of Buyer to perform or fulfill any of its covenants
or agreements set forth in this Agreement or the Note; provided, however, that
Buyer's aggregate obligation for indemnity under clause (i) of this Section 5.3
shall not exceed the Purchase Price.

            5.4 Notice of Claims. If Buyer or Seller believes that it has
suffered or incurred any Loss and Expense for which it may seek indemnification
under this Section 5, such party shall notify the other promptly in writing, and
in any event within the applicable time period specified in Section 5.1,
describing such Loss and Expense, the amount thereof, if known, and the method
of computation of such Loss and Expense, all with reasonable specificity and
containing a reference to the provision of this Agreement in respect of which
such Loss and Expense shall have occurred. If any action at law or suit in
equity is instituted by a third party with respect to which any of the parties
intends to claim any liability or expense as Loss and Expense under this Section
5, such party shall promptly notify the indemnifying party of such action or
suit. The failure of the indemnified party to notify the indemnifying party as
provided in this Section 5.4 shall not relieve the indemnifying party from
obligations to indemnify with respect thereto except to the extent that the
indemnifying party suffers actual loss or material prejudice as a result of such
failure.

            5.5 Defense of Third Party Claims. The indemnifying party under
Section 6.2 or 6.3, as applicable, shall have the right to conduct and control,
through counsel of its own choosing, any third party claim, action, or suit (a
"Third Party Claim"), but the indemnified party may, at its election,
participate in the defense of any such Third Party Claim at its sole cost and
expense; provided, however, that if (i) the indemnifying party shall fail to
defend any such Third Party Claim or shall fail to notify the indemnified party
of its election to defend, or elects not to

                                      -4-


defend, within 30 days of its receipt of notice thereof from the indemnified
party, any such Third Party Claim, or (ii) the indemnifying party and the
indemnified party mutually agree, then the indemnified party may defend, through
counsel of its own choosing, such Third Party Claim. No settlement of a Third
Party Claim by an indemnified party shall be effected without the consent of the
indemnifying party, unless the indemnified party waives any right to
indemnification therefor. The indemnifying party may settle any Third Party
Claim if it pays the costs of such settlement and such settlement includes a
release of the indemnified party by the third party asserting the Third Party
Claim from all liability with respect to such Third Party Claim. If the
indemnifying party chooses to defend any Third Party Claim, the indemnified
party shall cooperate with the indemnifying party and shall make available to
the indemnifying party any books, records or other documents within its control
that are necessary or appropriate for such defense.

            5.6 Certain Limitations(a) . NEITHER SELLER NOR BUYER SHALL BE
LIABLE FOR, NOR SHALL SELLER OR BUYER BE ENTITLED TO INDEMNIFICATION FOR, ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST
PROFITS, OR FOR PUNITIVE DAMAGES, PURSUANT TO OR ARISING OUT OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY, EVEN IF INFORMED OF THE POSSIBILITY
THEREOF IN ADVANCE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING,
WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, FRAUD,
MISREPRESENTATION AND OTHER TORTS. NOTWITHSTANDING THE FOREGOING, THE
LIMITATIONS SET FORTH IN THIS SECTION 6.6 SHALL NOT BE APPLICABLE TO ANY
INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES THAT SELLER
OR BUYER, AS APPLICABLE, IS REQUIRED TO PAY TO AN UNAFFILIATED THIRD PARTY
PURSUANT TO A FINAL NONAPPEALABLE COURT ORDER OR JUDGMENT IN RESPECT OF ANY
CLAIM FOR WHICH SUCH PARTY WOULD BE ENTITLED TO INDEMNIFICATION PURSUANT TO
SECTION 5.2 OR 5.3 OF THIS AGREEMENT BUT FOR THE LIMITATIONS SET FORTH IN THIS
SECTION 5.6.

      6.    Miscellaneous

            6.1 Benefit of Agreement. This Agreement shall be binding upon and
inure to the benefit of Buyer, Seller and their respective successors and
assigns and shall not confer any rights upon any third persons. Neither Seller
nor Buyer may assign its rights or obligations under this Agreement without the
prior written consent of the other party, except that each of Seller and Buyer
may collaterally assign its rights under this Agreement to any financial
institution financing the transactions contemplated hereby or otherwise
extending credit to Seller or Buyer, as applicable, provided that no such
assignment shall limit or affect the assignor's obligations under this Agreement
or impose any additional obligations on the other party to this Agreement.

            6.2 Expenses. Each party hereto shall be responsible for its own
expenses incurred in connection with the transactions contemplated by this
Agreement, including, without limitation, the fees and expenses of its counsel.

                                      -5-


            6.3 Entire Agreement; Amendments. This Agreement and the Schedules
and Exhibits hereto constitute the entire agreement between the parties
pertaining to the subject matter contained herein and therein, and supersede all
prior agreements, arrangements and understandings of the parties with respect to
the subject matter of this Agreement but shall not supersede any contemporaneous
agreements between the parties. No supplement, modification or amendment of or
to this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party granting the waiver.

            6.4 Counterparts and Facsimile Signatures. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
and all of which shall constitute one and the same instrument. Signatures sent
by facsimile shall constitute and be binding to the same extent as originals.

            6.5 Section Headings. The section headings in this Agreement are
included for purposes of convenience only and shall not affect in any way the
construction or interpretation of any of the provisions of this Agreement.

            6.6 Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been given
on the date when delivered personally, the next business day after delivery to a
nationally recognized overnight delivery service for next business day delivery,
or on the fifth day after mailing if mailed by first class mail, registered or
certified, postage prepaid, and properly addressed as follows or to such other
address as either party may designate by notice to the other party in accordance
with this Section:

            (a) If to Seller:

                                    Lexington Precision Corporation
                                    40 East 52nd Street
                                    New York, New York 10022
                                    Attention: Michael A. Lubin
                                               Chairman of the Board

            (b) If to Buyer:

                                    Premier Tool & Die Cast Corp.
                                    9886 North Tudor Road
                                    Berrien Springs, MI 49103
                                    Attn: Paul Brancaleon,
                                          President

            6.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF

                                      -6-


THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PRINCIPLES.

            6.8 Submission to Jurisdiction; Consent to Service of Process

            (a) The parties hereto hereby irrevocably submit to the exclusive
jurisdiction of any federal or state court located within the State of New York
in connection with any dispute arising out of or relating to this Agreement or
any of the transactions contemplated hereby and each party hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action or
proceeding related thereto may be heard and determined in such courts. The
parties hereby irrevocably waive, to the fullest extent permitted by applicable
law, any objection that they may now or hereafter have to the laying of venue of
any such dispute brought in such court or any defense of inconvenient forum for
the maintenance of such dispute. Each of the parties hereto agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.

            (b) Each of the parties hereto hereby consents to process being
served by any party to this Agreement in any suit, action or proceeding by the
mailing of a copy thereof in accordance with the provisions of Section 7.6
hereof.

            6.9 Interpretation. The parties acknowledge and agree that: (i) each
party and its counsel have reviewed and negotiated the terms and provisions of
this Agreement and have contributed to its revision; (ii) the rule of
construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Agreement;
and (iii) the terms and provisions of this Agreement shall be construed fairly
as to all parties hereto, regardless of which party was generally responsible
for the preparation of this Agreement.

                                      -7-


            IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                                 LEXINGTON PRECISION CORPORATION

                                 By: /s/ Michael A. Lubin
                                     -----------------------------
                                 Name: Michael A. Lubin
                                 Title: Chairman

                                 PREMIER TOOL & DIE CAST CORP.

                                 By: /s/ Paul Brancaleon
                                     -----------------------------
                                 Name: Paul Brancaleon
                                 Title: President

                                      -8-


                               SCHEDULE 1.1(a)(i)

                                 BASIC EQUIPMENT

ONE (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R95356/64-088, including:

      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer

      (1)   Advance Model SL-1200 Automatic Ladler, S/N 31524-98, (1998)

      (1)   Rimrock Multi-Link Extractor

      (1)   MPH 5,000-Lb. Gas-Fired Holding Furnace, S/N 6094-82; with
            Temperature Controls

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R98176/65-151, including

      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer

      (1)   Rimrock Model 305 Multi-Link Automatic Ladler

      (1)   Rimrock Multi-Link Extractor

      (1)   Firebrand 3,500-Lb. Gas-Fired Holding Furnace, S/N 9038, with
            Temperature Controls

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0008 including:

      (1)   Advance Model SR-1150 Automatic Reciprocator/Die Sprayers

      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32070-99

      (1)   ABB Type IRB4400-M98 Industrial Robot, S/N 44-12809

      (1)   O'Brien/Gere Model PD512-00 3,500-Lb. Gas-Fired Holding Furnace, S/N
            20006-01

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0011, including:

            Advance Model SR-1150 Automatic Reciprocator/Die Sprayers

            Advance Model SL-1500 Automatic Ladler, S/N 3019-00

      (1)   ABB IRB4400 M2000 Industrial Robot, S/N 44-20742

      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-954-95

One (1) Idra Model OL-700 770-Ton Aluminum Cold Chamber Die Cast Machine, S/N
7187 including:

      (1)   Rimrock Automatic Extractor/Die Sprayer

      (1)   Rimrock Ladler S/N C10113

      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-956-95

One (1) Idra Model OL-700 IDRP 770-Ton Aluminum Cold Chamber Die Cast Machine,
S/N 6932, including:

      (1)   Rimrock Automatic Extractor/Sprayer

      (1)   Rimrock Model 405 Automatic Ladler, S/N 6231

      (1)   O'Brien & Gere Model ND514-99 1,500-Lb. Gas Fired Aluminum Holding
            Furnace, S/N 20017

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N
DA1038, including:

      (1)   Advance Model SR1150 Automatic Reciprocator/Die Sprayer, S/N 3018-00

      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32101-00

      (1)   ABB Type IRB4400M2000 Industrial Robot, S/N 44-21383

      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            F-628-95



                               SCHEDULE 1.1(a)(ii)

                              ADDITIONAL EQUIPMENT

      MELT ROOM

1-    O'Brien & Gere Model MD127-98 Melt Furnace, S/N 99004-1, Asset #3, (1999);
      Vertical, Stack Type; with 84" x 48" x 24" Deep Conveyor Shaker; Mayfran
      36"W x 15"L Elevated Scrap Conveyor, with Stack Shaker; Gas-Fired
      Stack-Type Melting Furnace, 72"D x 60"H, with (3) Burners, Rotating Base,
      Structural Steel Supports, and Mezzanine; Operator Control Panel, with
      Allen-Bradley Model PanelView 550 PLC Controls; and Digital Temperature
      Controllers

1-    MPH Model ACM-2000 20,000-Lb. Capacity Reverberatory Furnace, S/N 3978-79,
      Asset #2, (1979); Aluminum, Melt, 5,000,000-Btus Input, 2,000(degree)F
      Maximum Temperature, Gas Fired; with Epic Burners; North American Control
      Panel, with Digital Temperature Controllers; and Single Door, with
      Pneumatic Lift; (Refractory Brick Rebuilt 2001)

1-    MPH Model ACM-2000 20,000-Lb. Reverberatory Furnace, S/N 856-74, Asset #1,
      (1974); Aluminum, Melt, 5,000,000-Btus Input; 2,000(degree)F Maximum
      Temperature, Gas Fired; with Epic Burners; North American Control Panel,
      with Digital Temperature Controllers; and Single-Swing Open Door;
      (Refractory Brick Replaced 1994; Refractory Brick Rebuilt 2001)

1-    Amcor Injecta Model II Fluxing Machine, S/N 66-201, (1966); with Kozma
      Gas-Fired Charging Stand; Carts; and Tanks

      DIE CAST AREA

1-    Miller-Moorehead Machinery 60-Ton Trim Press, S/N 1169; Hydraulic, 4-Post,
      90" x 32" Between Posts

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press; 4-Post, Downacting, 26"
      x 42" Between Posts; with Self-Contained Hydraulic Power Supply; and
      Safety Light Curtains; (Remanufactured By Keystone In 2000)

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown; with Powered Cleated
      Belt Infeed Conveyor

1-    K.R. Wilson Model DCT-38 38-Ton Trim Press, S/N 10980-001, (1985);
      Hydraulic, 4-Post, Downacting, 40" x 26" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown, Asset #4

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press, S/N Unknown; 4-Post,
      Downacting, Estimated 26" x 42" Between Posts; with Self-Contained
      Hydraulic



      Power Unit; and Safety Light Curtain

1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N Unknown

1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N MP-94-5-4-96-A2,
      (1996); Job #3822

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8583, Asset #7,
      (1983); (Remanufactured By EPCO In 1994); Epco S.O. #9429, T-Slot Platen,
      Interface Shot End, Solid Frame Shot End Connection; with Safety Ratchets;
      Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC Controls; Visi
      Trak True Trak 2020 Monitor; and Analysis System, To Include:

            (1)   Rimrock Extractor/Sprayer

            (1)   Rimrock Multi-Link Ladler

            (1)   Onex

            (1)   Mesh Belt Air Cooling Conveyor

            (1)   Manufacturer Unknown 1,500-Lb. Gas-Fired Holding Furnace

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N ER-1822S-96-C8,
      (1996); Job #3814

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8760, Asset #8;
      (Estimated 1960s); Epco S.O. # 9056; (Remanufactured by EPCO 1990); T-Slot
      Platens, Interface Shot End, Solid Frame Shot End Connection; with Safety
      Ratchets; Solid Frame Tie Bar Pullers; Hydraulic Ejector; and Vickers
      SCS-2000 Shot Control System; To Include:

            (1)   Rimrock Extractor/Sprayer

            (1)   Rimrock Model 305 Multi-Link Automatic Ladler

            (1)   Manufacturer Unknown 500-Lb. Gas Fired Holding Furnace

            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N Unknown

1-    Lester 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N 808, Asset #9,
      (1964); (Remanufactured By EPCO In 1991); Epco S.O. #9137, 50"V x 50"TH
      T-Slot Platen, 35"H x 36"V Die Clearance, 18" Minimum Daylight, 36"
      Maximum Daylight, 0-10-Shot Position, 28" Stroke, Motorized Die Height
      Adjustment, Closed Loop Shot End, 3-Bar Shot End Connection; with Safety
      Ratchets; Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC
      Controls; and Vickers SCS-2000 Shot Control System, To Include:

            (1)   Rimrock Model 195 Extractor/Sprayer

            (1)   Rimrock Model 465 Multi-Link Automatic Ladler

            (1)   Manufacturer Unknown 1,000-Lb. Gas-Fired Holding Furnace

            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    E. A. Doyle Model DVP-30-3042 30-Ton Trim Press, S/N 3042-779-236, (1979);
      Hydraulic, 4-Post, Downacting, 30" x 42" Between Posts; with
      Self-Contained Hydraulic Power Supply



1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown

1-    Lester 600-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8096, Asset
      #11; (Remanufactured By EPCO In 1991); Epco S.O. #9136, 47"V x 40"TH
      T-Slot Platen, 28.5"H x 28.5"V Die Clearance, 18" Minimum Daylight, 28"
      Maximum Daylight, 0-6-Shot Position, 17.5" Stroke, Motorized Die Height
      Adjustment, Interface Shot End, Solid Frame Shot End Connection; with
      Safety Ratchets; Hydraulic Ejector; Visi-Track True Trak 2020 Monitor, and
      Analysis System, To Include:

            (1)   Shotbeads Sprayer

            (1)   Rimrock Automatic Extractor

            (1)   Snair Automatic Ladler

            (1)   Manufacturer Unknown 800-Lb. Gas-Fired Holding Furnace;
                  (FURNACE CURRENTLY IN MAINTENANCE; CURRENTLY NOT IN SERVICE;
                  OPERABLE)

            (1)   B.C. Fabricators Steel Mesh Belt Air Cooling Conveyor

1-    Lester 1,200-Ton Aluminum Cold Chamber Die Cast Machine, S/N 15966, Asset
      #12, (1964); (Shot End Rebuilt In 2000); 65"V x 65"TH T-Slot Platen, 42"H
      x 42"V Die Clearance, 10.2" Minimum Daylight, 30" Maximum Daylight,
      2-12-Shot Position, 30" Stroke, Interface Shot End, 2-Bar Shot End
      Connection; with Safety Ratchets; Visi Trak True Trak 2020SX Monitor, and
      Analysis System, To Include:

            (1)   Rimrock Model 195 Extractor/Sprayer

            (1)   Rimrock Multi-Link Ladler (MAINTENANCE SHOP)

            (1)   Seco/Warwick 3200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
                  FSR-955-95; 47"W x 81-1/2"L x 18"H, 2,000(degree)F Maximum
                  Temperature; with Digital Temperature Controller

            (1)   Steel Mesh Belt Air Cooling Conveyor (SCRAP)
      (CURRENTLY NOT IN SERVICE; INOPERABLE)

1-    Sweco 60"D Vibratory Finisher, S/N Unknown; with Soundproof Lid

1-    New Holland Chip Wringer, S/N Not Available; 24" Diameter x 16" Depth

1-    Platnick Bridge Crane, S/N 98025, (1998); 7-1/2 Ton x 60' Span, Single
      Girder, Top Running, Overhead, Electric, Traveling; with Konecranes Model
      XL400 Electric Cable Hoist; and Pendant Control

1-    Platnick 5-Ton Bridge Crane, S/N 95037, (1995); 60' Span, Single Girder,
      Top Running, Overhead, Electric, Traveling; with Konecranes Model XL300
      Electric Cable Hoist; and Pendant Control

1-    Kitamura Model Mycenter-0 Vertical Machining Center, S/N 75257, Asset
      #5104, (1997); Dual, 12" x 18", 1" Tables, 130-Lb. Table Load Capacity,
      12" X-, 10" Y-, and 12" Z-Axis Travel, 5.3" to 17.3" Distance From Table
      Surface to Spindle Nose, 7.8" to 17.8" Distance From Column to Table
      Center Line, #30 Taper, 80 to 8,000-rpm Spindle Speeds, 3 hp Spindle
      Drive; with Spare Changer Automatic Pallet Changer; 16-Position Automatic
      Tool Changer, with Asst. #30 Taper Tool Holders; Kitamura



      Yasnac CNC Controls; and (2) Model 10 HC Custom Designed and Fabricated
      10-Cell Multi Collet Work Hold Fixtures

3-    3-Ton Jib Cranes; Each with 3-Ton Capacity Chain Hoist, Pendant Controlled

1-    Spanco 5-Ton Jib Crane, S/N 0208205; with Shaw-Box 5-Ton Capacity Cable
      Hoist, Pendant Controlled

1-    5-Ton Jib Crane; with Wright 5-Ton Capacity Chain Hoist, Manual

1-    Pangborn Model RG Rotoblast Shot Blast Machine, S/N 140-2RG1-681; 22" x
      30", Tumblast; with Reclaim Elevator; and Hammond Model DK-1055
      (Duskolector) Bag-Type Dust Collector, 4-Bag; (Overhauled In June 2003)

1-    BAC Model VTO-065-J Cooling Tower, (2003); Rooftop Mounted

      MACHINING

1-    Jet Model JDP-20MF 20" Single-Spindle Floor-Type Drill, S/N 7030560

1-    Mfr. Unknown 16" Single-Spindle Floor-Type Drill; with Multi-Spindle Drill
      Head

1-    Delta Rockwell 16" Single-Spindle Floor-Type Drill

1-    8" Single-End Wire Wheel Buffer

1-    Clausing Model 1667 16" 2-Spindle Production Drill, S/N 517856

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522795,
      (1992)

1-    Clausing Model 1635 16" 4-Spindle Production Drill, S/N 118087

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 345, Asset #5,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z-Axis Travel, 120 to
      12,000-rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control

1-    Denison Model R065LC26ID266C218A59S220 6-Ton C-Frame Press, S/N 21063,
      (1968)

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 439, Asset #4,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z- Axis Travel, 120
      to 12,000 rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control;
      and Haas Rotary Indexer

1-    Starrett Granite Surface Plate; 18" x 24" x 4" Table Size

1-    Starrett 12" x 18" x 4" Granite Surface Plate



1-    Manufacturer Unknown Aluminum Belt Sander; 3" Belt; with Dust Collector

1-    Mid-West Tool Custom Designed and Fabricated Brushing Press, S/N 246

1-    Clausing Model 2224 20" Single-Spindle Production Drill, S/N 106932

1-    Custom Designed & Fabricated Horizontal and Vertical Drilling Machine;
      with Production Table

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N G03599,
      (1987)

1-    Enco Model DS-20 20"D Disc Sander, S/N 8160, (1984), 2 hp; (Currently Not
      in Service; Operable)

1-    Bridgeport Vertical Milling Machine, S/N J107727, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 42" Table

1-    Gorton Drill Grinder, S/N Unknown

1-    Specially Manufactured Horizontal Drilling Machine

1-    Specially Manufactured Horizontal Drilling Machine

1-    Bridgeport Vertical Milling Machine, S/N J15328, 1 hp; 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Clausing Model 1667 16" Single-Spindle Production Drill, S/N 516547

1-    Takisawa Model TC-2 CNC Lathe, S/N THRMU5947, (1985); 7.37 hp, 20" Swing;
      with 8-Position Turret; and Fanuc CNC Controls

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71840-5; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71729-3; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Mitutoyo 48" x 72" x 10" Granite Surface Plate, S/N 2505-1

1-    Lot of Factory and Support Equipment For BOTH MACHINING AND TOOL ROOM

1-    Hitachi Seiki Model HT20SII CNC Turning Center, S/N 2843, Asset #785,
      (1995), 15 hp; CNC, 2-Axis, 5,000-rpm Spindle Speeds, 15" Maximum Swing,
      8-1/4" Maximum Turning Diameter, 15" Maximum Turning Length, 2" Bar
      Capacity; with 10-Position Turret; Collet Chuck; Aercology Mist Collector;
      Elevated Chip Conveyor; and Seiki Multi CNC Control



1-    Sugino Model ES2-2-3060 Self Feeder, S/N J11DA301219, (2004); with Collet
      Chuck; and Level Clamp

1-    Ultraline 6" W x 6' L Inclined Nose Over Conveyor, (2004); Variable Speed

1-    Powermatic Model 1100 Drill Press, S/N 0-1186-1

      TOOLROOM

1-    Wellsaw Model 1118 Horizontal Band Saw, S/N 2599; 30" Part Width Capacity,
      12" Throat

1-    Carlton 3' x 10"D Radial Arm Drill, S/N Unknown; 36 to 1,500-rpm Spindle
      Speeds; with 18" x 24" Drill Box Table; and 36" x 42" T-Slot Platform, 30"
      Vertical Travel

1-    Coffing 3-Ton Chain Hoist; Pendant Controlled

1-    Dake Model 75H 75-Ton Capacity Hydraulic H-Frame Press, S/N 140208,
      (1960); 44" Between Posts

1-    Lincoln Model Tig 300/300 300-Amp. Welder, S/N AC-586982, (1984); with
      Dyna-Flux Chiller

1-    Lincoln Model Square Wave Tig 175 175-Amp. Welder, S/N 01330-41980612459,
      (1988)

1-    Bridgeport Variable-Speed Vertical Milling Machine, S/N 133804, (1951); 60
      to 4,200-rpm Variable Spindle Speeds, 9" x 48" Table; with Bausch & Lomb
      Acu-Rite II 3-Axis Digital Readout; and Machinists Vise

1-    Bridgeport Vertical Milling Machine, S/N 58781, (1962), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table; with Teledyne Gurley Pathfinder
      2-Axis Digital Readout

1-    Bridgeport Vertical Milling Machine, S/N 105568, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table

1-    South Bend Model CL8117C Toolroom Lathe, S/N 8668HKX12; 16" Swing, 52"
      Bed, 38" Between Centers, 1-1/2" Hole Through Spindle; with Threading
      Attachment

1-    Millport Model SJ-1760G Engine Lathe, S/N 840517, (1984); 17" Swing, 80"
      Bed, 60" Between Centers, 2" Hole Through Spindle; with Threading
      Attachment

1-    Standard-Modern Model Utilathe Series 2000 Toolroom Lathe, S/N 3873; 50 to
      1,500-rpm Spindle Speeds, 13" Swing, 42" Bed, 30" Between Centers, 1-1/2"
      Hole Through Spindle



1-    Cincinnati Bickford Model Super Service 28" Single-Spindle Production
      Drill, S/N 3L414; 14" Throat, 18" x 28" T-Slot Worktable; with Machinists
      Vise

1-    Motor-Avey Model MA6 Single-Spindle Production Drill, S/N MA581; 12"
      Throat, 21" x 22" Worktable

1-    Grob Model NS18 18" Vertical Band Saw, S/N 7311, (1953); 24" x 24"
      Worktable; with Blade Welding and Grinding Attachment

1-    Supermax Model YC-2VA Vertical Milling Machine, S/N 061165, (1983), 2 hp;
      75 to 3,600-rpm Spindle Speeds, 8" x 42" T-Slot Worktable, Belt-Driven
      Head; with Yeong Chin Control

1-    Wilson Rockwell Model 40UR Hardness Tester, S/N 2233-1285

1-    Parts Washer; 22" x 32"

1-    Starrett 16" x 24" x 4" Granite Surface Plate, S/N 619755

1-    Johnson Model 142L Gas-Fired Furnace, S/N 2846; 180-BTU Maximum Input

1-    Chevalier Model FSG-618 Surface Grinder, S/N A277A040, 1 hp; Hand Feed, 8"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Baldor 6" Double-End Carbide Tool Grinder

1-    Gorton Model 375 Drill Grinder

1-    Abrasive Machine Tool 6" x 18" Surface Grinder, S/N 317; Hand Feed, 12"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Covel 10" x 16" Surface Grinder, S/N 17H-5022; Hydraulic Feed, 12"
      Grinding Wheel; with 10" x 16" Permanent Magnetic Chuck

1-    Lincoln Model DS-20 20"D Disc Sander, S/N 402000, (1994), 2 hp; 1,720
      Maximum rpm

1-    Grieve Model B1-650 Bake Oven, S/N 14188; Drive-In, 64"W x 80"D x 82"H

1-    Zero Model BNP55-6 2-Hole Spin Blast Cabinet, S/N 22535; 42"L x 24"D x
      30"H; with Dust Collector

1-    Atlas Copco Model GAU707 Rotary Screw Air Compressor, S/N ARP878018,
      (1987), 75 hp; with Vertical Air Receiver Tank; and Arrow Pneumatics
      Compressed Air Dryer

1-    Ingersoll-Rand Model SSR Rotary Screw Air Compressor, S/N N0293, (1993),
      50 hp; 44,514 Hours Indicated; with Vertical Air Receiver Tank



1-    Atlas Copco Model GA55 Rotary Screw Air Compressor, S/N Unknown, 75 hp;
      Approximately 50 hp; 181 Maximum psig, 57,650 Hours Indicated

1-    Hankison Model HPRP500 Air Dryer, S/N WH500A4600006110; 200 Maximum psig

1-    Van Air Model EMD400-A 400 CFM Air Dryer, S/N 97-7948K-4, (1997), 2 hp;
      350 Maximum psig

1-    Sullair Model LS20-100SL/W/SUL Rotary Screw Air Compressor, S/N
      003-122520, (2000), 100 hp; 110 Maximum psig

1-    Manufacturer Unknown 30"D x 48"L x 7"H Granite Surface Plate, S/N 1129

1-    Harig Model Super 612 6" x 12" Surface Grinder, S/N 47019, (2003);
      w/Accu-Rite Qwick Count DRO

1-    Milwaukee Model MWK-4210-1 Magnetic Drill, (2000)

      MATERIAL HANDLING

1-    Yale Model GLC030BFNUAE076 3,000-Lb. LP Gas Lift Truck, S/N A809N05573V,
      (1998); 171" Lift Height, 3-Stage Mast, Solid Tire, 5,310 Hours Indicated;
      with Side Shift

1-    Hyster Model J35B 3,500-Lb. Electric Lift Truck, S/N BI60V02518N, (1992);
      118" Lift Height, 2-Stage Mast, Solid Tire, 6,975 Hours Indicated; with
      Side Shift

1-    Yale Model ESC020ABN24SV083 2,000-Lb. Stand-Up Rider-Type Electric Lift
      Truck, S/N A824N06364U, (1997); 126" Lift Height, Single Mast, Solid Tire,
      1,945 Hours Indicated

1-    Clark Model GCX25 5,000-Lb. LP Gas Lift Truck, S/N CX2300588-8805KOF,
      (1992); 205" Lift Height, Solid Tire, 4,401 Hours Indicated; with Side
      Shift

1-    Hyster Model S120E 12,000-Lb. Capacity LP Gas Lift Truck, S/N C004D08624G,
      (1986); 182" Lift Height, 3-Stage Mast, Solid Tire, 5,477 Hours Indicated

2-    Big Joe Model 52A Die Lifts, S/N 1120; and S/N Unknown

1-    Big Joe Model 29727S 1,000-Lb. Capacity Electric Die Lift

5-    Lexco Die Lift Tables; 30" x 30"

1-    Presto Model M366 1,000-Lb. Capacity Die Lift, S/N 70552; 18" Load Center

1-    Factory Cat Model 34 Walk-Behind Electric Floor Scrubber, S/N 34-11309

1-    Nissan Model GYM02L258 5,000-Lb. Electric Lift Truck, S/N JYM02-001644,



      (1998); 187" Lift Height, Solid Tire

      MISCELLANEOUS

1-    Denison Model R065LC261D266C218A59 6-Ton Trim Press, S/N 21108, Asset #22,
      (1969); Hydraulic, Gap Frame; (Out of Service)

1-    Denison Model S065MC261D267C221A59S206 6-Ton Trim Press, S/N 20642, Asset
      #18, (1967); Hydraulic, Gap Frame; (Out of Service)

1-    Lot of Miscellaneous Machine Accessories and Factory Equipment, To
      Include: Jib Cranes; Wire Tainers; Pallet Jacks; Work Benches; Shop
      Furniture; Pallet Rack; Dump Hoppers; Bench Vises; Miscellaneous Hand and
      Power Tools; Miscellaneous Spare and Repair Parts; Miscellaneous Not in
      Use Equipment; Storage Cabinets; Fans; Pipe Threader; Oxy Acetylene Torch
      Sets; Floor Sweeper; Miscellaneous Maintenance Equipment; QPC Mold
      Temperature Controllers; QPC Water Cooling Towers; Cooling Carousel;
      Ladders; Miscellaneous Inspection Equipment; Miscellaneous Secondary
      Equipment; Rotary Shrink Wrapper; Battery Chargers; Miscellaneous
      Perishable Tooling; Lockers; Cafeteria Furniture; etc.

1-    Tennant Model 6080 Walk-Behind Electric Floor Scrubber, S/N Unknown; 1,091
      Hours Indicated

1-    Kard Model TP-30-4 30-Ton Press, S/N TK-1064; (Currently Not In Service)

1-    Denison Model GC10C09C23A68A61A46 10-Ton Press, S/N 6484-A54S05, 7-1/2 hp

1-    Denison 8-Ton Press, S/N Unknown; Estimated 8 Ton Capacity

1-    Denison 6-Ton Press

1-    Ridgid Model 500 Pipe Threader, S/N Unknown

1-    Weldotron Model 7121 7-kW Shrink Tunnel, S/N EL84471; Electric, 14"; (Not
      In Service)

1-    Sioux Model 180C Steam Cleaner, S/N 9907031, (1999); 30,000 Btus

1-    Delta 2,200-psi Pressure Washer, S/N Unknown; with 4.5 hp Honda Model
      GCV135 Gasoline Engine

1-    Clausing Model 1637 Drill Press, S/N 115789; 8" Throat

1-    Lot of Machinery and Equipment Stored in Warehouse, To Include: Drill
      Presses; Disc Sanders; Arbor Presses; Dust Collectors; etc.

1-    Lot of Office Furniture and Business Machines



1-    Genie Model Z25-8 25' Aerial Lift, S/N 188, (2000); 500-Lb. Capacity

1-    Tiocco Model T-3000-FRS Hydraulic Fluid Filter, (2003)

1-    Ingersoll-Rand Model 2545E10VFP 35-CFM Reciprocating Air Compressor, S/N
      0308080102, (2003), 10 hp; with Air Cooled Aftercooler

      MAINTENANCE

1-    Demco Model KE Floor-Type Drill, S/N 43063; 9" Throat, 16" x 16" Worktable

1-    Manufacturer Unknown H-Frame Press, S/N Unknown; 28" Between Posts; with
      Enerpac Hydraulic Press

1-    Lincoln Model Power Mig 200 200-Amp. Welder, S/N K1766-1 10564
      M1011020568; 200 Amps @ 30% Duty Cycle; with Cart

1-    Milwaukee Model 6175 Cut-Off Saw, S/N 99111774; 16"D Grinding Wheel

1-    Manhattan Model 951230 Floor-Type Drill, S/N 58289, 1/2 hp; 8" Throat,
      14"D Worktable

1-    Lincoln Model Idealarc 250 250-Amp. Welder, S/N AC-307876, (1973); 140
      Amps @ 100% Duty Cycle

1-    Apex 16"D Disc Sander, 3 hp; Model and S/N Unknown;

1-    Lot of Factory and Support Equipment

      QC LAB

1-    Starrett 36"D x 48"L x 8"H Granite Surface Plate

1-    Arun Technologies Model Series 2000 Spectrometer; with Monitor; and
      Printer

1-    Phillips Model PRS-150 X-Ray Machine; with X-Ray Booth; Power Supply;
      Model MGC-23 Controls; and Ikegami Monitor

1-    Gauge Master Model Series 80-89/GMX 22" Optical Comparator, S/N 3772590,
      (1993); with Gage Master GMX 2-Axis Digital Readout

1-    Brown & Sharpe Model MicroXcel UHA Coordinate Measuring Machine, S/N
      1196-3431, (1996); 28" X-, 45" Y-, and 25" Z-Axis Travel, 33" x 53" x 4"
      Granite Worktable; with Renishaw PH9A Probe; PC Controls; and Brown &
      Sharpe Software

1-    Manufacturer Unknown 48"D x 60"L x 8"H Granite Surface Plate

1-    Sheffield Model Cordax 1808 Coordinate Measuring Machine, S/N 249671085;
      27"



      X-, 25" Y-, and 17" Z-Axis Travel, 30"D x 54"L x 8"H Granite Surface
      Plate; with Renishaw TP1S Probe; Digital Readout; and Smart Terminal
      Software, Version 2

1-    Lot of Miscellaneous QC Lab Equipment, To Include: Edmunds Air Gauges; Pin
      Gauge Sets; Gauge Block Sets; Height Gauges; Laser Mike; Video Camera;
      Furnishings; PC's; Micrometers; Plotter; Blue Print Copier; Plug Gauges;
      etc.

1-    Hewlett Packard Model 7595A Draftmaster I Plotter, S/N 2644A00891

1-    Visi-Trak Model True Trak 2020/M91-6002 Monitor and Analysis System, S/N
      95002

1-    3M Model 500 Microfilm Reader/Printer

      OFFICE

1-    Lot of Office Furniture and Business Machines, To Include, But Not Limited
      To: Desks; Chairs; File Cabinets; Tables; Televisions; Overhead
      Projectors; Calculators; Typewriters; Teleconferencing Equipment;
      Cabinets; Partitions; Breakroom Furniture; etc.

1-    Lot of Computer and Peripheral Equipment, To Include: Personal Computers;
      File Servers; Monitors; Printers; Facsimile Machines; Photocopiers;
      Network Communications Equipment; etc.

      WAREHOUSE

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2494, (1968);
      (Remanufactured By EPCO In 2000), with Light Curtain

1-    Keystone 30-Ton Trim Press, S/N 3904, (1995); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts; with Self-Contained Hydraulic Power Supply (Not
      in Service; Operable)

1-    Keystone 35-Ton Trim Press, S/N 005, (1987); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts

1-    Denison Model S065MC281C221C224 6-Ton Trim Press, S/N 15884-A72A59,
      (1960), 5 hp; Hydraulic, Gap Frame, 18" Daylight, 7" Throat, 12" Stroke,
      3.25" Cylinder Bore

1-    Denison Model GC10C09C23A68A61A46 10-Ton Trim Press, S/N 6483-A54S05,
      (1951); Hydraulic, Gap Frame (Currently Not in Service; Operable)

1-    Denison Model 6484 10-Ton Trim Press; Hydraulic, Gap Frame

1-    Denison Model GC10C61D15A68 10-Ton Trim Press, S/N 13825; Hydraulic, Gap
      Frame



2-    Mid-West Tool 6-Station Indexing Machining Centers, S/N 273; Each Station
      with (2) Sugino Drill Heads; and Allen-Bradley Model PanelView 550 PLC
      Controls; (1 Located Off Site)

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2629, (1970); Hydraulic,
      4-Post, 24" x 36" Between Posts; (Remanufactured 2000)

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N Not
      Available

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522805,
      (1992)

1-    Clausing Floor-Type Drill; (Tags Painted)

1-    Bridgeport Vertical Milling Machine, S/N J97046, (1955); 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Spin Blast Shot Blast Machine; Spinner Hanger Type, 60" x 48" x 72", 6,428
      Hours Indicated; with Reclaim and Outside Dust Collector; (Currently Not
      in Service; Operable)

1-    Clark Model GCS20MB 4,000-Lb. LP Gas Lift Truck, S/N G138MB-1127-6920KOF,
      (1987); 188" Lift Height, Solid Tire; (CURRENTLY NOT IN SERVICE; NOT
      OPERABLE)

1-    Dayton Model 6H011B 1,400-psi Steam Cleaner, S/N C24015;
      2.2-Gallons/Minute, 229,000-Btus/Hour



                                 SCHEDULE 1.1(b)

Inventory of Seller's Lexington Die Casting Division consisting of metals,
packaging and pallets, including all supplies related thereto, that is located
at Seller's facility at 201 Winchester Road, Lakewood, New York on the Effective
Date.



                                    EXHIBIT A

                                 PROMISSORY NOTE

$200,000.00                                                  New York, New York
                                                                 August 2, 2005

      FOR VALUE RECEIVED, the undersigned, PREMIER TOOL & DIE CAST CORP., a
Michigan corporation having an office at 9886 North Tudor Road, Berrien Springs,
MI 49103 ("Obligor"), hereby unconditionally promises to pay to the order of
LEXINGTON PRECISION CORPORATION, a Delaware corporation ("Payee"), having an
office at 40 East 52nd Street, New York, New York 10022, at said office or at
such other place as Payee may designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), together with interest
thereon, in like money, on the unpaid principal amount of this Note, all as
provided herein.

      FOR VALUE RECEIVED, the undersigned, PREMIER TOOL & DIE CAST CORP., a
Michigan corporation having an office at 9886 North Tudor Road, Berrien Springs,
MI 49103 ("Obligor"), hereby unconditionally promises to pay to the order of
LEXINGTON PRECISION CORPORATION, a Delaware corporation ("Payee"), having an
office at 40 East 52nd Street, New York, New York 10022, at said office or at
such other place as Payee may designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), together with interest
thereon, in like money, on the unpaid principal amount of this Note, all as
provided herein.

Section 1. Payment Terms; Interest; Prepayment; Late Charges.

            The principal amount of this Note shall be payable on April 30, 2008
("Maturity Date").

            Interest on the principal amount of this Note outstanding from time
to time on and after August 2, 2005, shall accrue at the rate of ten percent
(10%) per annum and shall be computed on the basis of a 360-day year. Interest
shall be due and payable in arrears on the last day of each month, commencing
August 31, 2005, and continuing until the principal amount of this Note is paid
in full.

            If any payment on this Note becomes due and payable on a Saturday,
Sunday or other day on which banking institutions in New York City, New York,
are authorized or required by law to close, the maturity thereof shall be
extended to the next succeeding business day and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension.

            Obligor may prepay this Note in whole at any time or in part from
time to time without penalty or premium provided that any prepayment under this
Note shall be accompanied by the payment of the interest accrued on the amount
of such prepayment to the date of



prepayment. Any prepayment in whole shall be accompanied by the payment of any
other amounts payable under this Note.

            Upon the occurrence of an Event of Default (as defined in Section 3
hereof), the entire outstanding principal amount of this Note shall bear
interest at the rate of 14% per annum until this Note is paid in full.

Section 2. Purchase Agreement; Covenant.

            This Note is the promissory note referred to in and given pursuant
to that certain Equipment Purchase Agreement dated as of August 2, 2005 between
Obligor and Payee (the "Purchase Agreement").

Section 3. Events of Default.

            The occurrence of any of the following events shall constitute an
"Event of Default" hereunder:

            (a) Obligor shall fail to make any payment of principal on this Note
when due; or

            (b) Obligor shall fail to make any payment of interest under this
Note when due (whether at its stated maturity, upon acceleration or otherwise);
and such failure shall continue for ten (10) days; or

            (c) Any representation or warranty made by Obligor in the Purchase
Agreement shall have been incorrect in any material respect on or as of the date
made or deemed made and the same is not cured, if curable, within thirty (30)
days after written notice by Payee to Obligor; or

            (d) Obligor shall default in the observance or performance of any
covenant, agreement or provision contained in this Note or the Purchase
Agreement and any such default by Obligor shall continue unremedied for a period
of thirty (30) days after written notice from Payee; or

            (e) (i) Obligor shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial part of its
assets, or Obligor shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against Obligor any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for such relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for a period of sixty (60)
days; or (iii) there shall be commenced against Obligor any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of its

assets which results in the entry of an order for any such relief which shall
not have been vacated, discharged, or stayed or bonded pending appeal within
sixty (60) days from the entry thereof; or (iv) Obligor shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in,
any of the acts set forth in clause (i), (ii) or (iii) above; or (v) Obligor
shall generally not, shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

            (f) the dissolution or liquidation of Obligor.

            Upon the occurrence of an Event of Default, (i) if such event is an
Event of Default specified in paragraph (d) or (e) above, all amounts owing
under this Note shall automatically become due and payable immediately, and (ii)
if such event is any other Event of Default, Payee may, by notice of default to
Obligor, declare all amounts owing under this Note to be due and payable
forthwith, whereupon the same shall immediately become due and payable. Except
as expressly provided in this Section 3, presentment, demand, protest and all
other notices of any kind are hereby expressly waived by Obligor. Upon and after
an Event of Default, Payee shall have all of the rights and remedies provided in
this Note and the Purchase Agreement and, in addition, all of the rights and
remedies available under all other applicable laws, all of which rights and
remedies shall be cumulative and non-exclusive, except as otherwise provided by
law.

Section 4. Miscellaneous.

            (a) Entire Agreement. This Note and the Purchase Agreement
constitute the entire agreement between Obligor and Payee with respect to the
subject matter hereof. No amendment, modification or waiver of the terms hereof
shall be effective unless it is in a writing executed by Payee and Obligor.

            (b) No Waiver. No failure to exercise and no delay in exercising, on
the part of Payee, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

            (c) Certain Waivers. Unless otherwise specifically provided in this
Note, the undersigned hereby waives presentment, demand for payment, notice of
dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of each of this Note
and the Purchase Agreement.

            (d) Expenses. Obligor agrees to pay or reimburse Payee for all its
reasonable out-of-pocket costs and expenses incurred after the date of this Note
in connection with the enforcement or preservation of, and its reasonable
out-of-pocket costs and expenses incurred after the date of this Note in the
administration of any of Payee's rights under this Note, including, without
limitation, the reasonable fees and disbursements of counsel to Payee. Obligor
further agrees to pay, indemnify Payee, and hold Payee harmless from, any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in



paying, stamp, excise and other taxes, if any, that may be payable or determined
to be payable in connection with the execution and delivery of, or consummation
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this Note. The
covenants and agreements in this paragraph shall survive repayment of this Note
and all other amounts payable hereunder.

            (e) Set-off. Obligor shall be set-off against amounts due under this
Note any monetary obligations that are determined to be due and payable to
Obligor by Payee pursuant to the Purchase Agreement if Payee fails to pay such
obligations when due and such failure continue for more than 30 days after
written notice from Obligor. Obligor shall give Payee written notice of any
exercise of its right of set-off set forth in this Section 4(e), specifying the
basis for such set-off. Nothing in this Section 4(e) shall limit or restrict the
right of Payee to object to or otherwise contest any such set-off by Obligor.

            (f) Successors and Assigns. This Note shall be binding upon and
inure to the benefit of Obligor and Payee, all future holders of this Note and
their respective heirs, successors and assigns, except that Obligor may not
assign or transfer any of his rights under this Note without the prior written
consent of Payee.

            (g) GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.

            (h) SUBMISSION TO JURISDICTION. IN THE EVENT OF ANY ACTION OR
PROCEEDING WITH RESPECT TO ANY MATTER CONNECTED WITH THIS NOTE OR ANY DOCUMENT
OR INSTRUMENT DELIVERED IN CONNECTION WITH THIS NOTE, OBLIGOR HEREBY WAIVES
RIGHTS TO INTERPOSE COUNTERCLAIMS OF ANY NATURE, EXCEPT FOR COMPULSORY OR
MANDATORY COUNTERCLAIMS. OBLIGOR HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY FEDERAL
COURT LOCATED IN NEW YORK COUNTY, NEW YORK, IN CONNECTION WITH ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY DOCUMENT OR INSTRUMENT
DELIVERED IN CONNECTION HEREWITH. OBLIGOR HEREBY WAIVES PERSONAL SERVICE OF ANY
PROCESS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING AND AGREES THAT THE
SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO OBLIGOR
AT THE ADDRESS OF OBLIGOR SET FORTH BELOW IN THIS NOTE. IN THE ALTERNATIVE,
PAYEE MAY, IN ITS DISCRETION, EFFECT SERVICE UPON OBLIGOR IN ANY OTHER FORM OR
MANNER PERMITTED BY LAW.



            (i) WAIVER OF JURY TRIAL. OBLIGOR HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS
CONTEMPLATED HEREBY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

            (j) Severability of Provisions. If any provision of this Note is
held to be invalid, illegal or unenforceable in any jurisdiction, then the other
provisions hereof shall, to the fullest extent permitted by law, remain in full
force and effect in such jurisdiction and the invalidity or unenforceability of
any provision hereof in any such jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

            (k) Usury Limitations. It is the intention of Obligor and Payee to
conform strictly to applicable usury laws. Accordingly, notwithstanding anything
to the contrary in this Note, any late charges constituting interest under
applicable law and contracted for, chargeable or receivable hereunder shall
under no circumstances, when taken together with any other interest contracted
for, chargeable or receivable hereunder, exceed the maximum amount of interest
permitted by law, and in the event any such late charges were to exceed the
maximum amount of interest permitted by law, such excess late charges shall be
deemed a mistake and shall either be reduced immediately and automatically to
the maximum amount permitted by law or, if required to comply with applicable
law, be cancelled automatically and, if theretofore paid, at the option of the
holder of this Note, be refunded to Obligor or credited on the principal amount
then outstanding hereunder.

            (l) Notices. All notices, communications, requests and demands to or
upon the respective parties hereto must be in writing in order to be effective
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand, five (5) days after being sent by
certified or registered mail, postage prepaid, the next business day after
delivery to a nationally recognized overnight courier service for next business
day delivery, or when sent by facsimile and addressed or faxed as follows or to
such other address or facsimile number as may be hereafter notified by the
respective parties hereto and any future holder of this Note:

      If to Payee:     Lexington Precision Corporation.
                       40 East 52nd Street
                       New York, New York 10022
                       Attention: Michael A. Lubin, Chairman of the Board
                       Facsimile: (212) 319-4659

      If to Obligor:   Premier Tool & Die Cast Corp.
                       9886 North Tudor Road
                       Berrien Springs, MI 49103
                       Attention: Paul Brancaleon, President
                       Facsimile: (269) 471-3855



            (m) Interpretation and Construction. The parties hereto acknowledge
and agree that (i) each party and its counsel reviewed and negotiated the terms
and provisions of this Note and the Purchase Agreement and have been contributed
to their revision; (ii) the rule of construction to the effect that any
ambiguities are resolved against the drafting party shall not be employed in the
interpretation of this Note and the Purchase Agreement; and (iii) the terms and
provisions of this Note and the Purchase Agreement shall be construed fairly as
to all parties hereto and thereof, regardless of which party was generally
responsible for the preparation of this Note and the Purchase Agreement.

            (n) Captions. The captions and headings appearing in this Note are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Note.



            IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.

                                                  PREMIER TOOL & DIE CAST CORP.

                                                  Name: ________________________
                                                  Title:________________________

STATE OF _________                  )
                                    :ss.
COUNTY OF __________                )

      On the ____ day of August, 2005 before me personally came
________________, the ___________ of Premier Tool & Die Cast Corp. to me known,
who, being by me duly sworn did depose and say that he resides in
________________________________; that he is the ________ of Premier Tool & Die
Cast Corp., the corporation described in and which executed the above
instrument; and that he signed his name thereto by as authorized by the Board of
Directors of such corporation.

                                                ________________________________
                                                       Notary Public



                                    EXHIBIT B

                                  BILL OF SALE

      KNOW ALL MEN BY THESE PRESENTS, that Lexington Precision Corporation, a
Delaware corporation ("Seller"), for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and pursuant to that
certain Equipment Purchase Agreement dated as of August 2, 2005 (the
"Agreement"), by and between Seller and Premier Tool & Die Cast Corp., a
Michigan corporation ("Buyer"), does hereby sell, assign, convey, transfer, set
over and deliver to Buyer, free and clear of any and all security interests,
liens, claims, charges and encumbrances, and Buyer hereby acquires from Seller,
all of Seller's right, title and interest in and to the Purchased Assets (as
defined in the Agreement).

      This Bill of Sale is being delivered pursuant to, and is subject to the
terms of, the Agreement.

      Notwithstanding anything to the contrary herein, specifically excluded
from this Bill of Sale are the Excluded Assets (as defined in the Agreement).

      Nothing contained in this Bill of Sale is intended to, nor shall it be
deemed or construed to modify, amend or supercede the Agreement or impose any
additional obligation or liability on the parties thereto, and to the extent
there is any inconsistency between this Bill of Sale and the Agreement, the
Agreement shall govern. This Bill of Sale shall be binding upon Seller and its
successors and assigns, and shall inure to the benefit of Buyer and its
successors and assigns. Capitalized terms not otherwise defined herein shall be
as defined in the Agreement.

      TO HAVE AND TO HOLD all of the Purchased Assets hereby conveyed unto
Buyer, its successors and assigns, to and for its and their own use and benefit
forever.

      IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale effective
as of August 2, 2005.

                                         LEXINGTON PRECISION CORPORATION

                                         By:____________________________________
                                         Name:
                                         Title:

EX-10.2

                                                                    EXHIBIT 10-2

                               BAILMENT AGREEMENT

      This Bailment Agreement (this "Agreement") is made as of August 2, 2005,
between PREMIER TOOL & DIE CAST CORP., a Michigan corporation ("Premier") and
LEXINGTON PRECISION CORPORATION, a Delaware corporation ("Lexington").

      WHEREAS, Premier and Lexington have entered into an Equipment Purchase
Agreement (the "Purchase Agreement"), dated as of the date hereof, pursuant to
which Premier has purchased certain machinery, equipment and inventory (the
"Purchased Assets") from Lexington, as more particularly defined in the Purchase
Agreement.

      WHEREAS, Premier desires to leave the Purchased Assets in Lexington's
facility located at 201 Winchester Road, Lakewood, New York (the "Premises") and
to permit Lexington to use the Purchased Assets as provided herein.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, parties hereto hereby agree as
follows:

      1. Bailment. Lexington and Premier agree that the Purchased Assets shall
be held by Lexington as bailee on the terms and conditions set forth in this
Agreement, including, the Terms of Bailment set forth on Exhibit A. Premier
shall at all times maintain full ownership of the Purchased Assets as bailor.
The term of this bailment arrangement shall commence on the date first written
above and shall expire on the earlier of (the "Termination Date") (a) September
30, 2005 or (b) such earlier date as Premier removes all of the Purchased Assets
from the Premises. Lexington shall have no liability for any destruction or
damage to the Purchased Assets or to repair the Purchased Assets. Each of the
parties will comply with its obligations set forth on Exhibit A.

      2. Use of Purchased Assets. During the term of this Agreement, Premier
hereby authorizes Lexington to use the Purchased Assets for the manufacture and
production of die castings for Premier or to be sold to Premier's customers.
Lexington shall have no obligation to maintain the Purchased Assets, whether in
good working order or otherwise, or to repair any damage to any of the Purchased
Assets or to replace any Purchased Assets which are destroyed or lost,
irrespective of the cause thereof.

      3. Removal of Purchased Assets. Premier, at its sole cost and expense,
shall cause the Purchased Assets to be removed from the Premises on or prior to
the Termination Date, during normal business hours upon prior written notice to
Lexington. Premier shall be responsible for any and all damages caused by the
removal of the Purchased Assets from the Premises. In the event that Premier
fails to remove the Purchased Assets as provided in this Section 3, Premier
shall be responsible for paying a monthly storage fee in the amount of $12,500
for any month or part thereof while any Purchased Assets remain on the Premises.
In addition, in the event Premier fails to remove the Purchased Assets as
provided in this Section 3, Lexington, in its sole discretion, may remove such
Purchased Assets, and Premier shall be responsible for the costs and expenses of
such removal and any storage costs incurred by Lexington after such Purchased
Assets are so removed from the Premises.


                                       -2-

      4. General Provisions.

      (a) No Agency. Neither Lexington, nor any of its employees, agents or
representatives, shall be deemed for any purposes whatsoever to be an employee,
agent, officer or representative of Premier, nor shall any of them have any
authority to represent Premier or to enter into or to accept any offers,
contracts or agreements on behalf of Premier. Neither Premier, nor any of its
employees, agents or representatives, shall be deemed for any purposes
whatsoever to be an employee, agent, officer or representative of Lexington, nor
shall any of them have any authority to represent Lexington or to enter into or
to accept any offers, contracts or agreements on behalf of Lexington.

      (b) Governing Law; Jurisdiction; Consent to Service of Process. This
Agreement shall be governed by and construed exclusively in accordance with the
internal laws of the State of New York, without reference to its principles of
conflicts of laws.

      (c) Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and assigns. No party
may assign its rights or obligations hereunder except with the written consent
of the other party.

      (d) Counterparts and Facsimile Signatures. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, and all
of which shall constitute one and the same instrument. Signatures sent by
facsimile shall constitute and be binding to the same extent as originals.

      (e) Section Headings. The section headings in this Agreement are included
for purposes of convenience only and shall not affect in any way the
construction or interpretation of any of the provisions of this Agreement.

      (f) Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been given on the
date when delivered personally, the next business day after delivery to a
nationally recognized overnight delivery service for next business day delivery,
or on the fifth day after mailing if mailed by first class mail, registered or
certified, postage prepaid, and properly addressed as follows or to such other
address as either party may designate by notice to the other party in accordance
with this Section:

                  If to Lexington: Lexington Precision Corporation
                                   40 East 52nd Street
                                   New York, New York 10022
                                   Attention: Michael A. Lubin,
                                   Chairman of the Board

                  If to Premier:   Premier Tool & Die Cast Corp.
                                   9886 North Tudor Road
                                   Berrien Springs, MI 49103
                                   Attention: Paul Brancaleon, President


                                       -3-

      (g) Amendment. Neither this Agreement nor any of its provisions may be
waived, modified, amended, discharged or terminated except by an instrument in
writing signed by the parties hereto.

      THIS AGREEMENT has been executed by the parties hereto as of the day and
year first above written.

                                                  PREMIER TOOL & DIE CAST CORP.

                                                  By: /s/ Paul Brancaleon
                                                      --------------------------
                                                  Name: Paul Brancaleon
                                                  Title: President

                                                  LEXINGTON PRECISION
                                                  CORPORATION

                                                  By: /s/ Michael A. Lubin
                                                      --------------------------
                                                  Name: Michael A. Lubin
                                                  Title: Chairman


                                       -4-

                                    EXHIBIT A
                                TERMS OF BAILMENT

      1. LOCATION OF PURCHASED ASSETS. Lexington shall not remove the Purchased
Assets from the Premises. Lexington shall not use the Purchased Assets except
pursuant to the Agreement.

      2. LIENS; NO TRANSFER. Lexington shall not cause any lien, security
interest or encumbrance to be placed on any of the Purchased Assets, except in
favor of Premier. Notwithstanding anything in the Agreement to the contrary,
Lexington shall be entitled to hold and retain the Purchased Assets until
Premier pays all amounts owed to Lexington pursuant to the Agreement or any
other agreement or understanding between the parties with respect to the
manufacture of products by Lexington for Premier or customers of Premier.
Lexington shall not sell, transfer or otherwise dispose of the Purchased Assets
during the term of the Agreement.

      3. INFORMATION, INSPECTION AND COMPLIANCE. Lexington shall allow Premier
during normal business hours, upon prior written notice to inspect the Purchased
Assets. Premier shall be solely responsible for any and all acts by, or damages
caused by, its employees, representatives and agents at the Premises and for any
claims by its employees, representatives or agents for bodily injury or death.

      4. RISK OF LOSS; INDEMNIFICATION. Premier shall bear the entire risk of
loss of the Purchased Assets, except to the extent of any insurance proceeds
received by Lexington in respect of the insurance policies covering such
Purchased Assets maintained pursuant to paragraph 5 below. Premier assumes full
responsibility and liability for death of or injury to person and damage to or
loss of property resulting from, and hereby indemnifies and holds Lexington
harmless from and against all claims, damages and expenses (including, without
limitation, attorneys' fees) arising out of the use, operation, storage and
maintenance of the Purchased Assets, except to the extent of any insurance
proceeds received by Lexington . In the event that any of the Purchased Assets
need to be repaired, Premier shall be solely responsible for any and all costs
and expenses thereof.

      5. INSURANCE. Lexington shall maintain, with financially sound and
reputable insurance companies, insurance with respect to the Premises and the
personal property located thereon against loss or damage in an amount not less
than the full replacement value thereof. All such insurance policies shall name
Premier as additional insured in respect of Premier's interest in personal
property located at the Premises owned by Premier and shall provide that any
such policy may not be cancelled or terminated nor the coverage reduced without
at least thirty (30) days' prior written notice to Premier and shall permit
Premier to pay any premium within twenty (20) days after receipt of any notice
stating that such premium has not been paid when due. Lexington shall furnish to
Premier, upon request, a certificate of insurance evidencing such insurance.

      6. TAXES AND OTHER OBLIGATIONS. Premier shall pay, before they become
delinquent, all taxes and assessments upon the Purchased Assets.

      7. SECURITY INTEREST. Premier has and shall continue to have sole
ownership of the Purchased Assets. In recognition of the possibility that,
notwithstanding the preceding sentence,


                                       -5-

Lexington may be considered to have acquired an ownership interest in the
Purchased Assets and to protect Premier's interests if that should happen,
Lexington grants to Premier a security interest in the Purchased Assets.
Lexington is granting this security interest to Premier solely to provide, to
the maximum extent permitted by applicable law, that Premier's rights in and
ownership of the Purchased Assets are superior to the claims of any present or
future creditors of Lexington, including any trustee in bankruptcy, and the
granting of this security interest shall not detract from or impair Premier's
ownership of the Purchased Assets, as provided for herein.

EX-10.3

                                                                    EXHIBIT 10-3

                               INDEMNITY AGREEMENT

      This Indemnity Agreement (this "Agreement") is made as of August 2, 2005,
between PREMIER TOOL & DIE CAST CORP., a Michigan corporation ("Premier") and
LEXINGTON PRECISION CORPORATION, a Delaware corporation ("Lexington").

                                    RECITALS

      A. Premier and Lexington have entered into an Equipment Purchase Agreement
(the "Purchase Agreement"), dated as of the date hereof, pursuant to which
Premier has purchased certain machinery, equipment and inventory (the "Purchased
Assets") from Lexington, as more particularly defined in the Purchase Agreement.

      B. Premier desires to have Lexington manufacture certain die castings to
be sold to Premier's customers (the "Products") at Lexington's facility located
at 201 Winchester Road, Lakewood, New York (the "Premises") using the Purchased
Assets.

      C. Lexington is willing to manufacture Products at the Premises for the
convenience of Premier and on the condition that Premier enter into this
Agreement, and otherwise would cease all operations at the Premises.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, parties hereto hereby agree as
follows:

      1. Environmental Indemnity by Premier. Premier shall indemnify, defend and
hold Lexington and its officers, directors, employees, agents and subsidiaries
("Lexington Parties") harmless from and against any and all damages,
liabilities, claims, actions, costs, expenses, and penalties (including
reasonable attorneys' and consultants' fees and professional fees and expenses
incurred to enforce this Agreement)(collectively, "Losses and Expenses") that
may be imposed upon, incurred by or asserted against the Lexington Parties
arising or resulting from (i) any violation of any Environmental Law with regard
to the Premises occurring or arising from events that occurred at any time on or
after the Effective Date until such date as all the Purchased Assets and any
other property of Premier is removed from the Premises (the "Covered Period"),
(ii) any Environmental Claim the underlying basis of which occurred with regard
to the Premises at any time during the Covered Period, (iii) any Release or
threatened Release of a Hazardous Substance at or from the Premises occurring or
arising from an event occurring at any time during the Covered Period. Lexington
shall have the right to determine how to handle or satisfy any and all
investigation or cleanup requirements that may be imposed under any applicable
Environmental Law or other laws. Notwithstanding the foregoing, Premier shall
have no liability to Lexington for any Losses and Expenses caused by any actions
taken at the Premises by any environmental consultants acting for and at the
direction of Lexington, nor shall Premier have any liability for any Losses and
Expenses caused by any other actions taken at the Premises solely by Lexington
employees who are not employed by Lexington Die Casting, unless such actions
have been approved in writing by Premier.


                                       -2-

      2. Environmental Indemnity by Lexington. Lexington shall indemnify, defend
and hold Premier and its officers, directors, employees, agents and subsidiaries
("Premier Parties") harmless from and against any and all Losses and Expenses
that may be imposed upon, incurred by or asserted against the Premier Parties
arising or resulting from any Environmental Claim the underlying basis of which
occurred with regard to the Premises prior to the Effective Date.

      3. General Indemnity by Premier. Premier shall indemnify and hold the
Lexington Parties harmless from all Losses and Expenses, that may be imposed
upon, incurred by or asserted against the Lexington Parties by reason of or
arising out of (i) any bodily injury, sickness, disease or death caused or
allegedly caused by any Products manufactured or produced by Lexington or any
Products sold by Premier on or after the Effective Date, or (ii) any loss or
destruction of, or damage to, the Purchased Assets, or (iii) any loss or
destruction of, or damage to, the Premises or any improvements or other tangible
property located at the Premises occurring at any time during the Covered
Period, (iv) in regard to the manufacture or production of Products by Lexington
on or after the Effective Date, any defect in any Products manufactured or
produced by Lexington or sold by Premier on or after the Effective Date, or any
failure of any Products manufactured or produced by Lexington or sold by Premier
on or after the Effective Date to meet the specifications of Premier or any
customer of Premier. Notwithstanding the foregoing, Premier shall have no
liability to Lexington for any Losses and Expenses caused by any actions taken
at the Premises by any environmental consultants acting for and at the direction
of Lexington, nor shall Premier have any liability for any Losses and Expenses
caused by any other actions taken solely by Lexington employees who are not
employed by Lexington Die Casting, unless such actions have been approved in
writing by Premier.

      4. Defined Terms. As used herein, the following terms shall have the
following meanings:

      "Effective Date" means May 16, 2005.

      "Environment" means all air, surface water, groundwater, surface and
subsurface soil, fish, wildlife, biota, flora, wetlands and all other natural
resources.

      "Environmental Claims" mean any and all actions, suits, orders, claims,
liens, notices, investigations, proceedings or complaints, whether any of the
foregoing are administrative, judicial or otherwise, related to any
Environmental Law that have been brought, issued, asserted or alleged by: (i) a
federal, state or local agency or body or a citizen or citizen group for
compliance, injunctive relief, damages (including but not limited to natural
resource damages), penalties, removal, response, remedial or other action
pursuant to an Environmental Law related to the presence of a Hazardous
Substance, contamination, pollution or a condition at, in, under or on the
Premises or related to waste or material sent for treatment, storage, recycling
or disposal from the Premises; and/or (ii) a third party seeking damages and/or
injunctive relief related to actual or alleged personal injury, medical
monitoring, wrongful death, and/or property damage resulting from construction,
operation or maintenance of the Premises and/or the Release or threatened
Release of a Hazardous Substance, or contamination, pollution or a condition,
at, in, under or on the Premises or for a violation of an Environmental Law at
or related to the Premises.

      "Environmental Laws" means all current and future federal, state and local
laws, statutes, ordinances, codes, permits, licenses, orders, approvals, rules,
regulations and common law


                                      -3-

relating to the protection of the Environment and/or governing the use,
handling, generation, treatment, recycling, storage, manufacture, transportation
or disposal of Hazardous Substances, including without limitation, as amended:
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Sections 9601 et seq.; the Resource Conservation and Recovery Act, 42
U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq.,
the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the
Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.; the Emergency
Planning and Community Right-To-Know Act, 42 U.S.C. Sections 11001 et seq.; all
comparable state and local laws, statutes, codes and ordinances; and all rules
and regulations promulgated under any of the foregoing.

      "Hazardous Substances" means, without regard to amount or concentration,
petroleum, petroleum distillates, petroleum products, mineral oil, natural gas,
radioactive materials and substances, asbestos, polychlorinated biphenyls
("PCBs"), radon and any materials or substances that are regulated under or
defined as, or otherwise included in the definition of, "hazardous substances,"
"hazardous materials," "solid wastes," "waste water," "hazardous wastes," "toxic
substances," "toxic pollutants," "regulated materials," "pollutants" or
"contaminants" in any applicable Environmental Law, and constituents and
degradation products of any of the foregoing.

      "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, migrating, leaching, dumping or
disposing of a Hazardous Substance into the environment, including without
limitation, the abandonment, discarding, burying or disposal of barrels,
containers and other receptacles containing any Hazardous Substances.

      5. Procedures.

      (a) The indemnification obligations of Premier set forth in Section 1 of
this Agreement shall include, without limitation, all Losses and Expenses
incurred by Lexington to take any actions required by any federal, state or
local governmental agency or political subdivision, which requirements or
necessity arise from the presence upon, about or beneath the Premises of any
Hazardous Substances, provided that the introduction of such Hazardous
Substances shall have originated during the term of this Agreement. Losses and
Expenses shall include, but not be limited to, the investigation of the
environmental condition of the Premises, the preparation of any feasibility
studies or reports, the performance of any clean-up, remedial, removal or
restoration work, and any actions necessary to restore the Premises to the
condition existing prior to the introduction of the Hazardous Substance upon,
about or beneath the Premises, notwithstanding any lesser standard of
remediation allowable under applicable law or governmental policies.

      (b) Notwithstanding any of Premier's and Lexington's obligations in
Sections 1, 2 and 3 of this Agreement to the contrary, in no event shall
Premier's obligations to indemnify, defend, protect and hold harmless the
Lexington Parties or Lexington's obligations to indemnify, defend, protect and
hold harmless the Premier Parties pursuant to Section 1 or 2, as applicable,
apply to the extent that any claim is asserted by Lexington or Premier for its
own loss of profit, revenue or business reputation as a consequence of a Release
or threatened Release of a Hazardous Substance or to the extent Lexington or
Premier asserts any Loss or Expense with respect to any Environmental Claim not
owed to or imposed on Premier or Lexington by a third party.


                                       -4-

      (c) A party seeking indemnification from the other party under Section 1,
2 or 3, as applicable, of this Agreement shall give notice to the other party of
any matter covered by indemnification hereunder promptly upon learning of the
existence of such matter provided, however, that a party's failure to promptly
(within thirty (30) days) give notice of such matter to the other party shall
relieve that party of its responsibilities under Section 1, 2 or 3, as
applicable, to the extent that the indemnifying party is materially prejudiced
thereby.

      (d) Upon receipt of timely notice, the indemnifying party, at its own
expense, will assume the defense of any third party claim, action or suit (a
"Third Party Claim") on behalf of the indemnified party and conduct the defense
with due diligence and in good faith with counsel selected by the indemnifying
party that is reasonably acceptable to the indemnified party; provided, however,
that any indemnified party shall have the right, in its discretion, to
participate in the defense of any Third Party Claim at its sole cost and
expense. The indemnifying party shall have the right to control the defense of
any claims for which indemnity is sought by the indemnified party. In addition,
the indemnified party shall have the right to participate in the defense of any
action and employ one law firm as counsel, at the sole cost and expense of the
indemnifying party, in any action, suit or proceeding if, in the indemnified
party's reasonable judgment at any time, either a conflict of interest between
the indemnified party and the indemnifying party exists or there may be defenses
available to the indemnified party which are different from or in addition to
those available to the indemnifying party and the representation of both parties
by the same counsel would be inappropriate. The indemnifying party pursuant to
this Section 5(d) may settle any Third Party Claim if it pays the costs of such
settlement and such settlement includes a release of any indemnified party by
the third party asserting the Third Party Claim from all liability with respect
to such Third Party Claim, provided, however, in the case of a settlement which
imposes any relief on any indemnified party other than the payment of monetary
damages, no settlement shall be made without the consent of the indemnified
party. If the indemnifying party fails to defend any Third Party Claim, the
indemnified party may, at its option, without relieving the indemnifying party
from its obligations, defend such Third Party Claim at the sole cost and expense
of the indemnifying party, and indemnifying party will promptly reimburse
indemnified parties for all attorneys' fees and expenses. In such case the
indemnified party will not settle a Third Party Claim without the consent of the
indemnified party, which shall not be unreasonably withheld, unless the
indemnified party waives any right to indemnification in connection therewith
(other than for the costs and expenses of defense) and such settlement imposes
no liability on the indemnifying party. Notwithstanding anything herein to the
contrary, no settlement of an Environmental Claim by an indemnified party shall
be effected without the consent of the indemnifying party, unless the
indemnified party waives any right to indemnification in connection therewith
and such settlement imposes no liability or obligations on the indemnifying
party.

      (e) The indemnified party shall fully cooperate with indemnifying party in
good faith, and at its own expense in defending any claims hereunder. The
indemnified parties shall provide reasonable access to its employees, and shall
make available witnesses and documents as may be necessary for the defense of
the indemnified matter.

      (f) Premier and Lexington agree that the provisions of this Agreement
shall be the exclusive remedy of the parties in respect of any Losses and
Expenses or other liabilities arising out of or in connection with any
Environmental Laws or in respect of any Environmental Claim and the parties
waive any other remedy arising under any Environmental Laws or other applicable
law.


                                       -5-

      (g) Lexington shall have the right to determine how to handle or satisfy
any and all investigation or cleanup requirements that may be imposed under
applicable Environmental Laws for which indemnification is provided pursuant to
Section 1 or 3 of this Agreement.

      (h) The obligations of Premier and Lexington set forth in this Agreement
shall survive until fully performed, without regard to any limitations imposed
by any applicable law.

      (i) IN NO EVENT WILL EITHER PREMIER OR LEXINGTON BE LIABLE TO THE OTHER
PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF
WHATEVER KIND OR NATURE PURSUANT TO THIS AGREEMENT, EXCEPT TO THE EXTENT THAT
EITHER LEXINGTON OR PREMIER, AS APPLICABLE, IS REQUIRED TO PAY SUCH DAMAGES TO
AN UNAFFILIATED THIRD PARTY PURSUANT TO A FINAL NONAPPEALABLE COURT ORDER OR
JUDGMENT IN RESPECT OF ANY CLAIM FOR WHICH SUCH PARTY WOULD BE ENTITLED TO
INDEMNIFICATION PURSUANT TO SECTION 1, 2 OR 3 OF THIS AGREEMENT BUT FOR THE
LIMITATIONS SET FORTH IN THIS SECTION 5(i).


      6. Governing Law; Jurisdiction; Consent to Service of Process.

      (a) This Agreement shall be governed by and construed exclusively in
accordance with the internal laws of the State of New York, without reference to
its principles of conflicts of laws.

      (b) The parties hereto hereby irrevocably submit to the exclusive
jurisdiction of any federal or state court located within the State of New York
in connection with any dispute arising out of or relating to this Agreement and
each party hereby irrevocably agrees that all claims in respect of such dispute
or any suit, action or proceeding related thereto may be heard and determined in
such courts. The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection that they may now or hereafter have
to the laying of venue of any such dispute brought in such court or any defense
of inconvenient forum for the maintenance of such dispute. Each of the parties
hereto agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Each of the parties hereto hereby consents to process being served by any party
to this Agreement in any suit, action or proceeding by the mailing of a copy
thereof in accordance with the provisions of Section 7(d) hereof.

      7. General Provisions.

      (a) Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and assigns. No party
may assign its rights or obligations hereunder except with the written consent
of the other party.

      (b) Counterparts and Facsimile Signatures. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, and all
of which shall constitute one and the same instrument. Signatures sent by
facsimile shall constitute and be binding to the same extent as originals.


                                       -6-

      (c) Section Headings. The section headings in this Agreement are included
for purposes of convenience only and shall not affect in any way the
construction or interpretation of any of the provisions of this Agreement.

      (d) Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been given on the
date when delivered personally, the next business day after delivery to a
nationally recognized overnight delivery service for next business day delivery,
or on the fifth day after mailing if mailed by first class mail, registered or
certified, postage prepaid, and properly addressed as follows or to such other
address as either party may designate by notice to the other party in accordance
with this Section:

          If to Lexington:          Lexington Precision Corporation
                                    40 East 52nd Street
                                    New York, New York 10022
                                    Attention: Michael A. Lubin
                                               Chairman of the Board

          If to Premier:            Premier Tool & Die Cast Corp.
                                    9886 North Tudor Road
                                    Berrien Springs, MI 49103
                                    Attention: Paul Brancaleon
                                               President

      (e) Severability. The holding of any provision of this Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, and such other provisions shall remain in
full force and effect. If any provision of this Agreement shall be declared by a
court of competent jurisdiction to be invalid, illegal or incapable of being
enforced in whole or in part, such provision shall be interpreted so as to
remain enforceable to the maximum extent permissible consistent with applicable
law and the remaining conditions and provisions or portions thereof shall
nevertheless remain in full force and effect and enforceable to the extent they
are valid, legal and enforceable.

      (f). Amendment. Neither this Agreement nor any of its provisions may be
waived, modified, amended, discharged or terminated except by an instrument in
writing signed by the parties hereto.

                          [Signatures are on next page]


                                       -7-

      THIS INDEMNITY AGREEMENT has been executed by the parties hereto as of the
day and year first above written.

                                                  PREMIER TOOL & DIE CAST CORP.

                                                  By: /s/ Paul Brancaleon
                                                     ---------------------------
                                                  Name:  Paul Brancaleon
                                                  Title: President

                                                  LEXINGTON PRECISION
                                                  CORPORATION

                                                  By: /s/ Michael A. Lubin
                                                      --------------------------
                                                  Name:  Michael A. Lubin
                                                  Title: Chairman

EX-10.4

                                                                    EXHIBIT 10-4

                     AMENDMENT NO. 5 TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

      AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated
as of June 30, 2005, by and among Lexington Precision Corporation, a Delaware
corporation ("LPC"), Lexington Rubber Group, Inc., a Delaware corporation ("LRG"
and together with LPC, individually, each a "Borrower" and collectively,
"Borrowers"), the parties to the Loan Agreement (as hereinafter defined) as
lenders (each individually, a "Lender" and collectively, "Lenders") and Wachovia
Bank, National Association, a national banking association, (as successor by
merger to Congress Financial Corporation), in its capacity as agent for Lenders
(in such capacity, "Agent").

                              W I T N E S S E T H :

      Whereas, Agent, Lenders and Borrowers have entered into financing
arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made
and may make loans and advances to Borrowers as set forth in the Amended and
Restated Loan and Security Agreement, dated December 18, 2003, by and among
Borrowers, Agent, The CIT Group/Business Credit, Inc., in its capacity as
co-agent (in such capacity, "Co-Agent"), and Lenders, as amended by Amendment
No. 1 to Amended and Restated Loan and Security Agreement, dated as of March 31,
2004, by and among Borrowers, Agent and Lenders, Amendment No. 2 to Amended and
Restated Loan and Security Agreement, dated as of August 16, 2004, by and among
Borrowers, Agent and Lenders, Amendment No. 3 to Amended and Restated Loan and
Security Agreement, dated as of September 3, 2004, by and among Borrowers, Agent
and Lenders and Amendment No. 4 to Amended and Restated Loan and Security
Agreement, dated as of January 27, 2005, by and among Borrowers, Agent and
Lenders (as the same now exists and is amended hereby or may hereafter be
further amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement"), and other agreements, documents and instruments
at any time executed and/or delivered in connection therewith (all of the
foregoing, including the Loan Agreement, as the same now exist or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced,
being collectively referred to herein as the "Financing Agreements").

      WHEREAS, Borrowers have requested that Agent and Lenders agree to certain
amendments to the Loan Agreement, and Agent and Lenders are willing to agree to
such amendments, subject to the terms and conditions contained herein; and

      WHEREAS, by this Amendment No. 5, Borrowers, Agent and Lenders intend to
evidence such amendments.

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants contained herein, the parties hereto agree as follows:



SECTION 1. Definitions.

            1.1 Defined Terms. For purposes of this Amendment No. 5, unless
otherwise defined herein, all terms used herein, including, but not limited to,
those terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.

            1.2 Additional Definitions. As used herein, the following terms
shall have the respective meanings given to them below and the Loan Agreement
shall be deemed and is hereby amended to include, in addition and not in
limitation, each of the following definitions:

                  (a) "Amendment No. 5" shall mean this Amendment No. 5 to
Amended Restated Loan and Security Agreement by and among Agent, Lenders and
Borrowers as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, and the Loan Agreement
shall be deemed and is hereby amended to include, in addition and not in
limitation of, such definition.

SECTION 2. Amendments to the Loan Agreement.

            2.1 Special Reserve. Section 1.128 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:

            "1.128 "Special Reserve" shall mean the Reserve in the amount equal
to $1,000,000.

            2.2 Minimum EBITDA. As of December 1, 2004, Section 9.18 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

            "9.18 Minimum EBITDA.

                  (a) The EBITDA of Borrowers (on a consolidated basis) for the
            immediately preceding twelve (12) consecutive months (treated as a
            single accounting period) as of the end of each month set forth
            below shall be not less than the amount set forth below with respect
            to such month:



Month                                         Minimum EBITDA
- -----                                         --------------
                                           
December 2004                                  $11,500,000

January 2005                                   $11,500,000

February 2005                                  $11,500,000

March 2005                                     $11,500,000

April 2005                                     $12,000,000

May 2005                                       $12,500,000


                                        2


                                            
June 2005                                      $12,000,000

July 2005                                      $12,000,000

August 2005                                    $12,500,000

September 2005                                 $12,500,000

October 2005                                   $12,500,000

November 2005                                  $13,000,000

December 2005                                  $13,500,000

January 2006                                   $13,500,000

February 2006                                  $13,500,000

March 2006 and as of the end of                $15,000,000
each month thereafter for the 12
months then ended



            2.3 Fixed Charge Coverage Ratio. Section 9.19 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:

            "The Fixed Charge Coverage Ratio of Borrowers (on a consolidated
basis) for the immediately preceding twelve (12) consecutive months (treated as
a single accounting period) as of the last day of each fiscal quarter set forth
below shall be not less than the ratio set forth below with respect to such
fiscal quarter:



     Fiscal Quarter Ending                    Ratio
     ---------------------                    -----
                                           
December 31, 2004                             0.55:1

March 31, 2005                                0.60:1

June 30, 2005                                 0.75:1

September 30, 2005                            0.75:1

December 31, 2005                             0.85:1

March 31, 2006                                0.90:1

June 30, 2006 and the last day of             1.00:1"
each fiscal quarter thereafter


                                        3


SECTION 3. Additional Events of Default. The parties hereto acknowledge, confirm
and agree that the failure of any Borrower to comply with any of the covenants,
conditions and agreements contained herein or in any other agreement, document
or instrument at any time executed by any Borrower in connection herewith shall
constitute an Event of Default under the Financing Agreements.

SECTION 4. Representations and Warranties. Borrowers, jointly and severally,
represent, warrant and covenant with and to Agent and Lenders as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Financing Agreements, being a continuing condition of the making of any Loans by
Lenders to Borrowers:

            4.1 As of the date hereof and after giving effect to this Amendment
No. 5, no Default or Event of Default has occurred and is continuing.

            4.2 Amendment No. 5 has been duly executed and delivered by
Borrowers and is in full force and effect as of the date hereof and the
agreements and obligations of Borrowers contained herein constitute legal, valid
and binding obligations of Borrowers enforceable against Borrowers in accordance
with their respective terms.

SECTION 5. Conditions Precedent. This Amendment No. 5 shall be effective as of
the date hereof but only upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Agent:

            5.1 Agent shall have received an original of this Amendment No. 5,
duly authorized, executed and delivered by each Borrower;

            5.2 Agent shall have received a fully-executed copy of an amendment
to the Term Loan Lender Agreements, in form and substance satisfactory to Agent;

            5.3 Agent shall have received, in form and substance satisfactory to
Agent, a consent to the transactions set forth in this Amendment No. 5 duly
authorized, executed and delivered by Ableco, as Term Loan Lender; and

            5.4 no Default or Event of Default shall exist or have occurred and
be continuing (after giving effect to the amendments and waivers set forth in
this Amendment No. 5).

SECTION 6. Consent. Agent and Lenders by their signatures below hereby consent
to Borrowers entering into Amendment No. 5 to Loan and Security Agreement
between Borrowers and Term Loan Lender, in substantially the form annexed hereto
as EXHIBIT A.

SECTION 7. General.

            7.1 Except as modified pursuant hereto, no other changes or
modifications to the Financing Agreements are intended or implied and in all
other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of

                                        4


the date hereof. To the extent of conflict between the terms of this Amendment
No. 5 and the Financing Agreements, the terms of this Amendment No. 5 shall
control.

            7.2 The parties hereto shall execute and deliver such additional
documents and take such additional actions as may be necessary to effectuate the
provisions and purposes of this Amendment No. 5.

            7.3 The rights and obligations hereunder of each of the parties
hereto shall be governed by and interpreted and determined in accordance with
the laws of the State of New York, but excluding any principles of conflicts of
law or other rule of law that would result in the application of the law of any
jurisdiction other than the laws of the State of New York.

            7.4 This Amendment No. 5 is binding upon and shall inure to the
benefit of Agent, Lenders and Borrowers and their respective successors and
assigns.

            7.5 The execution of this Amendment No. 5 by the Agent and Co-Agent
represents the consent and authorization of the Required Lenders under the Loan
Agreement with respect to the matters set forth herein.

            7.6 This Amendment No. 5 may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument. In making proof of this Amendment No. 5, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto. Delivery of an executed counterpart of this Amendment No. 5
by telefacsimile shall have the same force and effect as delivery of an original
executed counterpart of this Amendment No. 5. Any party delivering an executed
counterpart of this Amendment No. 5 by telefacsimile also shall deliver an
original executed counterpart of this Amendment No. 5, but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment No. 5 as to such party or
any other party.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                        5


      IN WITNESS WHEREOF, Agent, Lenders and Borrowers have caused this
Amendment No. 5 to be duly executed as of the day and year first above written.

                                            LEXINGTON PRECISION CORPORATION

                                            By :/s/ Michael A. Lubin
                                                --------------------------------

                                            Title: Chairman

                                            LEXINGTON RUBBER GROUP, INC.

                                            By :/s/ Michael A. Lubin
                                                --------------------------------
                                            Title: Chairman
                                                  ------------------------------

AGREED:

WACHOVIA BANK, NATIONAL ASSOCIATION
(successor by merger to Congress Financial Corporation),
as Agent and Lender

By: /s/ Herbert C. Korn
    -------------------

Title: VP

THE CIT GROUP/BUSINESS CREDIT, INC.,
as Lender

By: /s/ George Louis McKinley
    -------------------------

Title: Vice President

ABLECO FINANCE LLC,
as Lender

By: Dan Wolf

Title: SVP

EX-10.5

                                                                    EXHIBIT 10-5

                               AMENDMENT NO. 5 TO
                           LOAN AND SECURITY AGREEMENT

            AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this "Fifth
Amendment") dated as of June 30, 2005 by and among Lexington Precision
Corporation, a Delaware corporation ("LPC") and Lexington Rubber Group, Inc., a
Delaware corporation ("LRG", and together with LPC, each, individually, a
"Borrower" and collectively, "Borrowers"), the lenders party to the Loan
Agreement (as hereinafter defined) (each individually, a "Lender" and
collectively, "Lenders") and Ableco Finance LLC, a Delaware limited liability
company, in its capacity as agent for Lenders (in such capacity, "Agent").

                              W I T N E S S E T H:

            WHEREAS, Borrowers, Agent and Lenders have entered into financing
arrangements pursuant to which Lenders have made loans to Borrowers as set forth
in the Loan and Security Agreement, dated December 18, 2003, by and among
Borrowers, Agent and Lenders (as heretofore amended or otherwise modified, as
amended hereby, and as the same may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement") and
the other agreements, documents and instruments referred to therein or at any
time executed and/or delivered in connection therewith or related thereto,
including this Fifth Amendment (all of the foregoing, including the Loan
Agreement, as the same now exist or may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the "Financing Agreements"); and

            WHEREAS, Borrowers have requested that Agent and Lenders agree to
certain amendments to the Loan Agreement and Agent and Lenders are willing to
agree to the requested amendments, subject to the terms and conditions contained
herein.

            NOW, THEREFORE, in consideration of the mutual conditions and
agreements and covenants set forth herein, and for other good and valuable
consideration, the adequacy and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

            Section 1. Definitions.

                  1.1. Defined Terms. For purposes of this Fifth Amendment,
unless otherwise defined herein, all terms used herein, including, but not
limited to, those terms used and/or defined in the recitals above, shall have
the respective meanings assigned to such terms in the Loan Agreement.

                  1.2. Additional Definitions. As used herein, the following
terms shall have the respective meanings given to them below and the Loan
Agreement shall be deemed and is hereby amended to include, in addition and not
in limitation, each of the following definitions:

                        (a) "Fifth Amendment" shall mean Amendment No. 5 to Loan
and Security Agreement, dated as of June 30, 2005, by and among the Borrowers,
the Agent and the Lenders.



                        (b) "Fifth Amendment Effective Date" shall mean the date
the Fifth Amendment becomes effective.

            Section 2. Amendments to the Loan Agreement.

                  2.1. Special Reserve. The definition of the term "Special
Reserve" set forth in Section 1.107 of the Loan Agreement is hereby amended in
its entirety to read as follows:

                        "1.107 "Special Reserve" shall mean the term "Special
      Reserve" as defined in the Working Capital Loan Agreement as in effect on
      the Fifth Amendment Effective Date."

                  2.2. Financial Covenants.

                        (a) Section 9.17 of the Loan Agreement is hereby amended
in its entirety to read as follows:

                  "9.17 Leverage Ratio. Borrowers and their Subsidiaries, on a
      consolidated basis, shall, not permit the ratio of consolidated secured
      Indebtedness (including letters of credit) to consolidated EBITDA as of
      the end of each trailing twelve month period of Borrowers and their
      Subsidiaries for which the last month ends on a date set forth below to be
      greater than the applicable ratio set forth below:



Leverage Ratio                Applicable Period
- --------------                -----------------
                     
3.35:1.00               For the trailing twelve months
                          ending December 31, 2003

3.35:1.00               For the trailing twelve months
                          ending January 31, 2004

3.35:1.00               For the trailing twelve months
                         ending February 29, 2004

3.35:1.00               For the trailing twelve months
                          ending March 31, 2004

3.35:1.00               For the trailing twelve months
                          ending April 30, 2004

3.35:1.00               For the trailing twelve months
                          ending May 31, 2004

3.50:1.00               For the trailing twelve months
                          ending June 30, 2004

3.50:1:00               For the trailing twelve months
                          ending July 31, 2004

3.50:1.00               For the trailing twelve months
                          ending August 31, 2004

3.50:1.00               For the trailing twelve months
                          ending September 30, 2004

3.25:1.00               For the trailing twelve months
                          ending October 31, 2004

3.25:1.00               For the trailing twelve months
                          ending November 30, 2004

3.35:1.00               For the trailing twelve months


                                      -2-


                     
                          ending December 31, 2004

3.35:1.00               For the trailing twelve months
                          ending January 31, 2005

3.35:1.00               For the trailing twelve months
                          ending February 28, 2005

3.35:1.00               For the trailing twelve months
                          ending March 31, 2005

3.25:1.00               For the trailing twelve months
                          ending April 30, 2005

3.10:1.00               For the trailing twelve months
                          ending May 31, 2005

3.00:1.00               For the trailing twelve months
                          ending June 30, 2005

2.75:1.00               For the trailing twelve months
                          ending July 31, 2005

2.75.1.00               For the trailing twelve months
                          ending August 31, 2005

2.75:1.00               For the trailing twelve months
                          ending September 30, 2005

2.50:1.00               For each trailing twelve months
                        period ending on the last day of
                        each calendar month thereafter"



                        (b) Section 9.18 of the Loan Agreement is hereby amended
in its entirety to read as follows:

                  "9.18 Minimum EBITDA. (a) Borrowers and their Subsidiaries, on
      a consolidated basis, shall, at all times have, and shall maintain,
      EBITDA, measured on a quarter-end basis, of at least the required amount
      set forth in the following table for the applicable period set forth
      opposite thereto:



Applicable Amount              Applicable Period
- -----------------              -----------------
                     
$10,000,000             For the trailing twelve months
                          ending December 31, 2003

$10,000,000             For the trailing twelve months
                          ending March 31, 2004

$12,000,000             For the trailing twelve months
                          ending June 30, 2004

$12,500,000             For the trailing twelve months
                          ending September 30, 2004

$11,500,000             For the trailing twelve months
                          ending December 31, 2004

$11,500,000             For the trailing twelve months
                          ending March 31, 2005

$12,000,000             For the trailing twelve months
                          ending June 30, 2005


                                      -3-




Applicable Amount              Applicable Period
- -----------------              -----------------
                     
$12,500,000             For the trailing twelve months
                          ending September 30, 2005

$13,500,000             For the trailing twelve months
                          ending December 31, 2005

$15,000,000             For each trailing twelve months
                        period ending on the last day of
                        each quarter thereafter


                  (b) Borrowers and their Subsidiaries, on a consolidated basis,
      shall, at all times have, and shall maintain, Rubber Group EBITDA,
      measured on a quarter-end basis, of at least the required amount set forth
      in the following table for the applicable period set forth opposite
      thereto:



Applicable Amount            Applicable Period
- -----------------            -----------------
                     
    $3,250,000           For the three month period ending
                                September 30, 2004

    $5,000,000            For the six month period ending
                                 December 31, 2004

    $9,500,000           For the nine month period ending
                                  March 31, 2005

   $12,000,000            For the trailing twelve months
                               ending June 30, 2005

   $12,500,000            For the trailing twelve months
                             ending September 30, 2005

   $13,000,000            For the trailing twelve months
                             ending December 31, 2005

   $14,000,000            For the trailing twelve months
                               ending March 31, 2006

   $15,000,000            For each trailing twelve months
                         period ending on the last day of
                             each quarter thereafter"


                        (c) Section 9.19 of the Loan Agreement is hereby amended
in its entirety to read as follows:

                        "9.19 Fixed Charge Coverage Ratio. Borrowers and their
      Subsidiaries, on a consolidated basis, shall, at all times have, and shall
      maintain, a Fixed Charge Coverage Ratio, measured on a quarter-end basis,
      of at least the required amount set forth in the following table for the
      applicable period set forth opposite thereto:



Fixed Charge Coverage
        Ratio                  Applicable Period
- ---------------------          -----------------
                       
         0.50:1.00        For the three months ending
                               December 31, 2003


                                       -4-


                 
0.85:1.00           For the three months ending
                          March 31, 2004

0.45:1.00            For the six months ending
                           June 30, 2004

0.45:1.00           For the nine months ending
                        September 30, 2004

0.55:1.00          For the twelve months ending
                         December 31, 2004

0.60:1.00         For the trailing twelve months
                       ending March 31, 2005

0.75:1.00         For the trailing twelve months
                       ending June 30, 2005

0.75:1.00         For the trailing twelve months
                     ending September 30, 2005

0.85:1.00         For the trailing twelve months
                     ending December 31, 2005

0.90:1.00         For the trailing twelve months
                       ending March 31, 2006

1.00:1.00            For each trailing twelve
                    months period ending on the
                     last day of each quarter
                            thereafter"



            Section 3. Representations and Warranties. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by each Borrower to Agent and Lenders pursuant to the other Financing
Agreements, Borrowers, jointly and severally, hereby represent, warrant and
covenant with and to Agent and Lenders as follows (which representations,
warranties and covenants are continuing and shall survive the execution and
delivery hereof and shall be incorporated into and made a part of the Financing
Agreements):

                  3.1. Corporate Power and Authority. This Fifth Amendment and
each other agreement or instrument to be executed and delivered by each Borrower
have been duly authorized, executed and delivered by all necessary action on the
part of such Borrower which is a party hereto and thereto and, if necessary, its
stockholders, and is in full force and effect as of the date hereof, as the case
may be, and the agreements and obligations of each Borrower contained herein and
therein constitute legal, valid and binding obligations of such Borrower
enforceable against it in accordance with their terms except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                  3.2. Consents: Approvals. No action of, or filing with, or
consent of any Governmental Authority is required to authorize, or is otherwise
required in connection with, the execution, delivery and performance of this
Fifth Amendment other than the filing of a Report on Form 8-K pursuant to the
Exchange Act.

                  3.3. No Event of Default. No Event of Default, and no
condition or event which, with the giving of notice or lapse of time, or both,
would constitute an Event of

                                      -5-


Default, exists or has occurred and is continuing after giving effect to the
provisions of this Fifth Amendment. All of the representations and warranties
set forth in the Loan Agreement and the other Financing Agreements, are true and
correct in all respects on and as of the date hereof as if made on the date
hereof, except to the extent any such representation or warranty is made as of a
specified date, in which case such representation or warranty shall have been
true and correct as of such date.

            Section 4. Conditions Precedent. This Fifth Amendment shall be
effective as of the date hereof but only upon the satisfaction of each of the
following conditions precedent in a manner satisfactory to Agent:

                  4.1. Agent shall have received an original of this Fifth
Amendment, duly authorized, executed and delivered by Borrowers;

                  4.2. Agent shall have received a fully-executed copy of
Amendment No. 5 to the Working Capital Loan Agreement, the form and substance of
which shall be satisfactory to Agent;

                  4.3. the Working Capital Agent and the Working Capital Lenders
shall have consented to this Fifth Amendment and the amendments to the Loan
Agreement set forth herein;

                  4.4. no Default or Event of Default shall exist or have
occurred and be continuing; and

                  4.5. all legal matters incident to this Fifth Amendment shall
be satisfactory to the Agent and its counsel.

            Section 5. Consent to Working Capital Amendment. The Agent and the
Lenders hereby acknowledge that the Borrowers are entering into an amendment to
the Working Capital Lender Agreements on the terms set forth in that certain
Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated as of
the date hereof, among the Borrowers, the Working Capital Agent and the Working
Capital Lenders, and consent thereto for all purposes in accordance with the
provisions of Section 9.9(e)(v) of the Loan Agreement.

            Section 6. Additional Events of Default. The parties hereto
acknowledge, confirm and agree that the failure of any Borrower to comply with
the covenants, conditions and agreements contained herein or in any other
agreement, document or instrument at any time executed by any Borrower in
connection herewith shall in each case constitute an Event of Default under the
Financing Agreements.

            Section 7. Miscellaneous.

                  7.1. Effect of this Fifth Amendment. Except as modified
pursuant hereto, no other changes or modifications to the Financing Agreements
are intended or implied and in all other respects the Financing Agreements are
hereby specifically ratified, restated and confirmed by all parties hereto as of
the effective date hereof. To the extent of conflict between the terms of this
Fifth Amendment and the other Financing Agreements, the terms of this Fifth
Amendment shall control. The Loan Agreement and this Fifth Amendment shall be
read and construed as one agreement.

                                      -6-


                  7.2. Governing Law. The rights and obligations hereunder of
each of the parties hereto shall be governed by and interpreted and determined
in accordance with the internal laws of the State of New York but excluding any
principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of
New York.

                  7.3. Binding Effect. This Fifth Amendment shall be binding
upon and inure to the benefit of each of the parties hereto and their respective
successors and assigns.

                  7.4. Further Assurances. The parties hereto shall execute and
deliver such additional documents and take such additional action as may be
necessary to effectuate the provisions and purposes of this Fifth Amendment.

                  7.5. Counterparts. This Fifth Amendment may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement. In making proof of this Fifth Amendment, it
shall not be necessary to produce or account for more than one counterpart
hereof signed by each of the parties hereto. Delivery of an executed counterpart
of this Fifth Amendment by facsimile or electronic mail shall have the same
force and effect as delivery of an original executed counterpart of this Fifth
Amendment. Any party delivering an executed counterpart of this Fifth Amendment
by facsimile or electronic mail also shall deliver an original executed
counterpart of this Fifth Amendment, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding
effect of this Fifth Amendment as to such party or any other party hereto.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       -7-


            IN WITNESS WHEREOF, Agent, Lenders and Borrowers have caused this
Fifth Amendment to be duly executed as of the day and year first above written.

AGENT and LENDERS                                            BORROWERS

ABLECO FINANCE LLC, as Agent and                 LEXINGTON PRECISION CORPORATION
Lender (on behalf of itself and its affiliate
assigns)

By: /s/ Dan Wolf                                        By: /s/ Michael A. Lubin
    -------------------------------                         --------------------
Title:      SVP                                         Title: Chairman

                                                   LEXINGTON RUBBER GROUP, INC.

                                                   By: /s/ Michael A. Lubin
                                                       -------------------------
                                                   Title: Chairman

EX-10.6

                                                                    EXHIBIT 10-6

                               WAIVER AND CONSENT

                           Dated as of: August 2, 2005

            Reference is hereby made to the Loan and Security Agreement, dated
as of December 18, 2003 (as heretofore amended or otherwise modified and as
further amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement"), by and among Lexington Precision Corporation
("LPC") and Lexington Rubber Group, Inc. ("LRG"), as Borrowers (LPC and LRG,
each a "Borrower" and, collectively, the "Borrowers"), the lenders from time to
time party thereto (the "Lenders"), and Ableco Finance LLC, in its capacity as
agent for the Lenders (in such capacity, the "Agent"), and other agreements,
documents and instruments at any time executed and/or delivered in connection
therewith (all of the foregoing, including the Loan Agreement, as the same now
exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, being collectively referred to herein as the "Financing
Agreements"). Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Loan Agreement.

            LPC is entering into an Equipment Purchase Agreement with Premier
Tool & Die Cast Corp. or an affiliate thereof ("Buyer"), dated as of August 2,
2005 (the "Purchase Agreement") providing for the sale of certain assets
(collectively, the "Purchased Assets") consisting of all inventory of LPC's
Lexington Die Casting Division for a purchase price of approximately $92,000
(the "Inventory Purchase Price") and the equipment listed on Schedule I attached
hereto, located at LPC's Lexington Die Casting Division in Lakewood, New York,
for an aggregate purchase price of $2,560,000 (the "Equipment Purchase Price"),
of which $2,360,000 ("Initial Payment") shall be paid in cash at closing and
$200,000 shall be paid by Buyer's delivery of a promissory note (the "Note")
which shall be payable on April 30, 2008

            For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Agent, the Lenders and the Borrowers hereby
agree as follows:

                  1. Consents. Subject to the terms and conditions contained
      herein and notwithstanding anything to the contrary set forth in the Loan
      Agreement or any other Financing Agreement, the Agent and the Lenders
      hereby consent to:

                        (a) the sale of the Purchased Assets to Buyer in
      accordance with the terms and conditions of the Purchase Agreement as in
      effect on the date hereof;

                        (b) the execution by the Borrowers of the Waiver and
      Consent, dated of even date herewith, among the Borrowers, the Working
      Capital Agent and the Working Capital Lenders (the "Working Capital
      Consent"); and

                        (c) the sale or disposition of the Real Property located
      on Redding Drive in LaGrange, Georgia (the "LaGrange Property"); provided,
      that, (A) the net cash proceeds of such sale or disposition shall be at
      least $1,500,000, (B) all of the net cash proceeds of such sale or
      disposition shall be paid to Agent for application to the Obligations in
      accordance with Section 2.4(c)(ii) of the Loan Agreement, (C) such sale or
      disposition and application of proceeds shall occur on or before December
      31, 2005, and (D) except as Agent may otherwise agree in writing, as of
      the date of such sale or disposition and after giving effect thereto, no
      Default or Event of Default shall have occurred and be continuing.



                  2. Release. The Agent, with the consent of the Lenders, agrees
      to execute and deliver to LPC, simultaneously with this Waiver and
      Consent, a release of liens in the form attached hereto as Exhibit A (the
      "Release"). The Borrowers hereby acknowledge and consent to the Release.

                  3. Conditions Precedent. The consents contained herein shall
      only be effective upon the satisfaction of each of the following
      conditions precedent in a manner reasonably satisfactory to the Agent:

                        (a) the Working Capital Agent shall have received in
      cash or other immediately available funds, the sum of $2,452,000 in
      respect of the Initial Payment and the Inventory Purchase Price, from or
      on behalf of Buyer, for application by the Working Capital Agent to the
      Working Capital Debt as set forth in Section 5 of the Working Capital
      Consent;

                        (b) the Agent shall have received counterparts of this
      letter agreement, duly authorized, executed and delivered by the
      Borrowers;

                        (c) the Agent shall have received, in form and substance
      reasonably satisfactory to the Agent, true, correct and complete copies of
      the following documents, each duly authorized, executed and delivered by
      the parties thereto: the Purchase Agreement and the Note, together with
      all schedules and exhibits to each of the foregoing (such documents,
      collectively, the "Purchase Documents"); and

                        (d) the Agent shall have received a fully executed copy
      of the Working Capital Consent.

            4. Covenants.

                        (a) The Borrowers shall deliver to the Working Capital
      Agent (or its counsel), within five (5) Business Days of the closing of
      the transactions pursuant to the Purchase Agreement, the original Note,
      together with an allonge, or other appropriate instrument of transfer,
      undated and executed in blank.

                        (b) The Borrowers shall cause all amounts at any time
      payable to any Borrower pursuant to the Note to be paid by Buyer directly
      to the Working Capital Agent for application to the Working Capital Debt
      and the Obligations as follows: first, to the outstanding principal amount
      of the WC Term Loans, until paid in full, and thereafter, in accordance
      with Section 2.4(c) of the Loan Agreement.

                        (c) The Borrowers shall not effect or consent to any
      amendment or other modification of any Purchase Document without the prior
      written consent of the Agent.

                        (d) The Borrowers shall sell or otherwise dispose of the
      LaGrange Property (i) on or before December 31, 2005, (ii) the net cash
      proceeds of such sale or disposition shall be at least $1,500,000, and
      (iii) all of the net cash proceeds of such sale or disposition shall be
      paid to Agent for application to the Obligations in accordance with
      Section 2.4(c)(ii) of the Loan Agreement.



                        (e) Borrowers shall pay to the Agent, for the account of
      the Lenders, a consent fee in the amount of $15,000, which fee shall be
      fully earned and payable on the date hereof.

                  5. Additional Representations and Warranties. Each Borrower,
      hereby jointly and severally represents, warrants and covenants to the
      Agent and the Lenders as follows, which representations, warranties and
      covenants are continuing and shall survive the execution and delivery
      hereof:

                        (a) this letter agreement and the Purchase Documents
      have been duly authorized, executed and delivered by all necessary
      corporate action on the part of such Borrower which is a party hereto and
      thereto, including any required stockholders action, are in full force and
      effect as of the date hereof, and constitute valid and binding obligations
      of such Borrower enforceable against it in accordance with their terms,
      except as limited by bankruptcy, insolvency, reorganization and similar
      laws affecting the enforcement of creditors' rights or contractual
      obligations generally and subject to general principles of equity.

            6. Effect of this Consent.

                        (a) Except as provided above, the Loan Agreement and the
      other Financing Agreements shall remain in full force and effect, and the
      foregoing waivers and consents shall be limited to the matters set forth
      herein and shall not extend to any other transaction. The foregoing
      waivers and consents do not allow any other or further departure from the
      terms of the Loan Agreement or any other Financing Agreement.

                        (b) Each Borrower hereby acknowledges and agrees that
      this Waiver and Consent constitutes a "Financing Agreement" under the Loan
      Agreement. Accordingly, it shall be an immediate Event of Default under
      the Loan Agreement if (i) any representation or warranty made by a
      Borrower under or in connection with this Waiver and Consent shall have
      been untrue, false or misleading in any material respect when made, or
      (ii) a Borrower shall fail to perform or observe any term, covenant or
      agreement contained in this Waiver and Consent.

                  7. Further Assurances. The parties hereto shall execute and
      deliver such additional documents and take such additional actions as may
      be necessary to effectuate the provisions and purposes of this Agreement.

                  8. Governing Law. The rights and obligations hereunder of each
      of the parties hereto shall be governed by and interpreted and determined
      in accordance with the laws of the State of New York (without regard to
      principles of conflict of laws).

                  9. Waiver, Modification, Etc. No provision or term hereof may
      be modified, altered, waived, discharged or terminated orally, but only by
      an instrument in writing executed by the party against whom such
      modification, alteration, waiver, discharge or termination is sought.

                  10. Entire Agreement. This Agreement contains the entire
      agreement of the parties hereto concerning the subject matter hereof and
      supersedes all prior oral or written



      discussions, proposals, negotiations or communications concerning the
      subject matter hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



                  11. Counterparts. This Waiver and Consent may be executed in
      any number of counterparts, each of which, when so executed and delivered,
      shall be deemed to be an original and all of which, taken together, shall
      constitute one and the same Waiver and Consent. The delivery of an
      executed counterpart of this Waiver and Consent by facsimile or electronic
      mail shall have the same force and effect as delivery of any original
      executed counterpart of this Waiver and Consent. Any party delivering an
      executed counterpart of this Waiver and Consent by facsimile or electronic
      mail also shall deliver an original executed counterpart of this Waiver
      and Consent, but the failure to deliver an original executed counterpart
      shall not affect the validity, enforceability, and binding effect of this
      Waiver and Consent as to such party or any other party.

                                LEXINGTON PRECISION CORPORATION,
                                    Borrower

                                By: /s/ Michael A. Lubin
                                   -----------------------------------
                                Name: Michael A. Lubin
                                Title: Chairman

                                LEXINGTON RUBBER GROUP, INC.,
                                    Borrower

                                By: /s/ Michael A. Lubin
                                   -----------------------------------
                                Name: Michael A. Lubin
                                Title: Chairman

                                ABLECO FINANCE LLC, on behalf of itself
                                  and its affiliate assigns, as Agent and as a
                                  Lender

                                By: /s/ Dan Wolf
                                   -----------------------------------
                                Name: Dan Wolf
                                Title: SVP



                                   SCHEDULE I

                                PURCHASED ASSETS

1. All inventory of LPC's Lexington Die Casting Division consisting of metals,
packaging and pallets located at LPC's facility at 201 Winchester Road,
Lakewood, NY on the date hereof, to the extent sold to Buyer pursuant to the
Purchase Agreement.

2. The following machinery and equipment:

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R95356/64-088, including:
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Advance Model SL-1200 Automatic Ladler, S/N 31524-98, (1998)
      (1)   Rimrock Multi-Link Extractor
      (1)   MPH 5,000-Lb. Gas-Fired Holding Furnace, S/N 6094-82; with
            Temperature Controls

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
      R98176/65-151, including
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Rimrock Model 305 Multi-Link Automatic Ladler
      (1)   Rimrock Multi-Link Extractor
      (1)   Firebrand 3,500-Lb. Gas-Fired Holding Furnace, S/N 9038, with
            Temperature Controls

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0008 including:
      (1)   Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32070-99
      (1)   ABB Type IRB4400-M98 Industrial Robot, S/N 44-12809
      (1)   O'Brien/Gere Model PD512-00 3,500-Lb. Gas-Fired Holding Furnace, S/N
            20006-01

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0011, including:
      Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      Advance Model SL-1500 Automatic Ladler, S/N 3019-00
      (1)   ABB IRB4400 M2000 Industrial Robot, S/N 44-20742
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-954-95

One (1) Idra Model OL-700 770-Ton Aluminum Cold Chamber Die Cast Machine, S/N
7187 including:
      (1)   Rimrock Automatic Extractor/Die Sprayer
      (1)   Rimrock Ladler S/N C10113
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-956-95

One (1) Idra Model OL-700 IDRP 770-Ton Aluminum Cold Chamber Die Cast Machine,
S/N 6932, including:
      (1)  Rimrock Automatic Extractor/Sprayer
      (1)  Rimrock Model 405 Automatic Ladler, S/N 6231
      (1)   O'Brien & Gere Model ND514-99 1,500-Lb. Gas Fired Aluminum Holding
            Furnace, S/N 20017

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N
DA1038, including:
      (1)   Advance Model SR1150 Automatic Reciprocator/Die Sprayer, S/N 3018-00
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32101-00
      (1)   ABB Type IRB4400M2000 Industrial Robot, S/N 44-21383
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            F-628-95



      MELT ROOM

1-    O'Brien & Gere Model MD127-98 Melt Furnace, S/N 99004-1, Asset #3, (1999);
      Vertical, Stack Type; with 84" x 48" x 24" Deep Conveyor Shaker; Mayfran
      36"W x 15"L Elevated Scrap Conveyor, with Stack Shaker; Gas-Fired
      Stack-Type Melting Furnace, 72"D x 60"H, with (3) Burners, Rotating Base,
      Structural Steel Supports, and Mezzanine; Operator Control Panel, with
      Allen-Bradley Model PanelView 550 PLC Controls; and Digital Temperature
      Controllers

1-    MPH Model ACM-2000 20,000-Lb. Capacity Reverberatory Furnace, S/N 3978-79,
      Asset #2, (1979); Aluminum, Melt, 5,000,000-Btus Input, 2,000(degree)F
      Maximum Temperature, Gas Fired; with Epic Burners; North American Control
      Panel, with Digital Temperature Controllers; and Single Door, with
      Pneumatic Lift; (Refractory Brick Rebuilt 2001)

1-    MPH Model ACM-2000 20,000-Lb. Reverberatory Furnace, S/N 856-74, Asset #1,
      (1974); Aluminum, Melt, 5,000,000-Btus Input; 2,000(degree)F Maximum
      Temperature, Gas Fired; with Epic Burners; North American Control Panel,
      with Digital Temperature Controllers; and Single-Swing Open Door;
      (Refractory Brick Replaced 1994; Refractory Brick Rebuilt 2001)

1-    Amcor Injecta Model II Fluxing Machine, S/N 66-201, (1966); with Kozma
      Gas-Fired Charging Stand; Carts; and Tanks

      DIE CAST AREA

1-    Miller-Moorehead Machinery 60-Ton Trim Press, S/N 1169; Hydraulic, 4-Post,
      90" x 32" Between Posts

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press; 4-Post, Downacting, 26"
      x 42" Between Posts; with Self-Contained Hydraulic Power Supply; and
      Safety Light Curtains; (Remanufactured By Keystone In 2000)

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown; with Powered Cleated
      Belt Infeed Conveyor

1-    K.R. Wilson Model DCT-38 38-Ton Trim Press, S/N 10980-001, (1985);
      Hydraulic, 4-Post, Downacting, 40" x 26" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown, Asset #4

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press, S/N Unknown; 4-Post,
      Downacting, Estimated 26" x 42" Between Posts; with Self-Contained
      Hydraulic Power Unit; and Safety Light Curtain

1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N Unknown



1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N MP-94-5-4-96-A2,
      (1996); Job #3822

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8583, Asset #7,
      (1983); (Remanufactured By EPCO In 1994); Epco S.O. #9429, T-Slot Platen,
      Interface Shot End, Solid Frame Shot End Connection; with Safety Ratchets;
      Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC Controls; Visi
      Trak True Trak 2020 Monitor; and Analysis System, To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler
            (1)   Onex
            (1)   Mesh Belt Air Cooling Conveyor
            (1)   Manufacturer Unknown 1,500-Lb. Gas-Fired Holding Furnace

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N ER-1822S-96-C8,
      (1996); Job #3814

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8760, Asset #8;
      (Estimated 1960s); Epco S.O. # 9056; (Remanufactured by EPCO 1990); T-Slot
      Platens, Interface Shot End, Solid Frame Shot End Connection; with Safety
      Ratchets; Solid Frame Tie Bar Pullers; Hydraulic Ejector; and Vickers
      SCS-2000 Shot Control System; To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Model 305 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 500-Lb. Gas Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N Unknown

1-    Lester 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N 808, Asset #9,
      (1964); (Remanufactured By EPCO In 1991); Epco S.O. #9137, 50"V x 50"TH
      T-Slot Platen, 35"H x 36"V Die Clearance, 18" Minimum Daylight, 36"
      Maximum Daylight, 0-10-Shot Position, 28" Stroke, Motorized Die Height
      Adjustment, Closed Loop Shot End, 3-Bar Shot End Connection; with Safety
      Ratchets; Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC
      Controls; and Vickers SCS-2000 Shot Control System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Model 465 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 1,000-Lb. Gas-Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    E. A. Doyle Model DVP-30-3042 30-Ton Trim Press, S/N 3042-779-236, (1979);
      Hydraulic, 4-Post, Downacting, 30" x 42" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown

1-    Lester 600-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8096, Asset
      #11; (Remanufactured By EPCO In 1991); Epco S.O. #9136, 47"V x 40"TH
      T-Slot Platen, 28.5"H x 28.5"V Die Clearance, 18" Minimum Daylight, 28"
      Maximum Daylight, 0-



      6-Shot Position, 17.5" Stroke, Motorized Die Height
      Adjustment, Interface Shot End, Solid Frame Shot End Connection; with
      Safety Ratchets; Hydraulic Ejector; Visi-Track True Trak 2020 Monitor, and
      Analysis System, To Include:
            (1)   Shotbeads Sprayer
            (1)   Rimrock Automatic Extractor
            (1)   Snair Automatic Ladler
            (1)   Manufacturer Unknown 800-Lb. Gas-Fired Holding Furnace;
                  (Furnace Currently in Maintenance; Currently Not in Service;
                  Operable)
            (1)   B.C. Fabricators Steel Mesh Belt Air Cooling Conveyor

1-    Lester 1,200-Ton Aluminum Cold Chamber Die Cast Machine, S/N 15966, Asset
      #12, (1964); (Shot End Rebuilt In 2000); 65"V x 65"TH T-Slot Platen, 42"H
      x 42"V Die Clearance, 10.2" Minimum Daylight, 30" Maximum Daylight,
      2-12-Shot Position, 30" Stroke, Interface Shot End, 2-Bar Shot End
      Connection; with Safety Ratchets; Visi Trak True Trak 2020SX Monitor, and
      Analysis System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler (Maintenance Shop)
            (1)   Seco/Warwick 3200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
                  FSR-955-95; 47"W x 81-1/2"L x 18"H, 2,000(degree)F Maximum
                  Temperature; with Digital Temperature Controller
            (1)   Steel Mesh Belt Air Cooling Conveyor (Scrap)
      (Currently Not in Service; Inoperable)

1-    Sweco 60"D Vibratory Finisher, S/N Unknown; with Soundproof Lid

1-    New Holland Chip Wringer, S/N Not Available; 24" Diameter x 16" Depth

1-    Platnick Bridge Crane, S/N 98025, (1998); 7-1/2 Ton x 60' Span, Single
      Girder, Top Running, Overhead, Electric, Traveling; with Konecranes Model
      XL400 Electric Cable Hoist; and Pendant Control

1-    Platnick 5-Ton Bridge Crane, S/N 95037, (1995); 60' Span, Single Girder,
      Top Running, Overhead, Electric, Traveling; with Konecranes Model XL300
      Electric Cable Hoist; and Pendant Control

1-    Kitamura Model Mycenter-0 Vertical Machining Center, S/N 75257, Asset
      #5104, (1997); Dual, 12" x 18", 1" Tables, 130-Lb. Table Load Capacity,
      12" X-, 10" Y-, and 12" Z-Axis Travel, 5.3" to 17.3" Distance From Table
      Surface to Spindle Nose, 7.8" to 17.8" Distance From Column to Table
      Center Line, #30 Taper, 80 to 8,000-rpm Spindle Speeds, 3 hp Spindle
      Drive; with Spare Changer Automatic Pallet Changer; 16-Position Automatic
      Tool Changer, with Asst. #30 Taper Tool Holders; Kitamura Yasnac CNC
      Controls; and (2) Model 10 HC Custom Designed and Fabricated 10-Cell Multi
      Collet Work Hold Fixtures

3-    3-Ton Jib Cranes; Each with 3-Ton Capacity Chain Hoist, Pendant Controlled

1-    Spanco 5-Ton Jib Crane, S/N 0208205; with Shaw-Box 5-Ton Capacity Cable
      Hoist,



      Pendant Controlled

1-    5-Ton Jib Crane; with Wright 5-Ton Capacity Chain Hoist, Manual

1-    Pangborn Model RG Rotoblast Shot Blast Machine, S/N 140-2RG1-681; 22" x
      30", Tumblast; with Reclaim Elevator; and Hammond Model DK-1055
      (Duskolector) Bag-Type Dust Collector, 4-Bag; (Overhauled In June 2003)

1-    BAC Model VTO-065-J Cooling Tower, (2003); Rooftop Mounted

      MACHINING

1-    Jet Model JDP-20MF 20" Single-Spindle Floor-Type Drill, S/N 7030560

1-    Mfr. Unknown 16" Single-Spindle Floor-Type Drill; with Multi-Spindle Drill
      Head

1-    Delta Rockwell 16" Single-Spindle Floor-Type Drill

1-    8" Single-End Wire Wheel Buffer

1-    Clausing Model 1667 16" 2-Spindle Production Drill, S/N 517856

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522795,
      (1992)

1-    Clausing Model 1635 16" 4-Spindle Production Drill, S/N 118087

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 345, Asset #5,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z-Axis Travel, 120 to
      12,000-rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control

1-    Denison Model R065LC26ID266C218A59S220 6-Ton C-Frame Press, S/N 21063,
      (1968)

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 439, Asset #4,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z- Axis Travel, 120
      to 12,000 rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control;
      and Haas Rotary Indexer

1-    Starrett Granite Surface Plate; 18" x 24" x 4" Table Size

1-    Starrett 12" x 18" x 4" Granite Surface Plate

1-    Manufacturer Unknown Aluminum Belt Sander; 3" Belt; with Dust Collector

1-    Mid-West Tool Custom Designed and Fabricated Brushing Press, S/N 246

1-    Clausing Model 2224 20" Single-Spindle Production Drill, S/N 106932

1-    Custom Designed & Fabricated Horizontal and Vertical Drilling Machine;
      with



      Production Table

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N G03599,
      (1987)

1-    Enco Model DS-20 20"D Disc Sander, S/N 8160, (1984), 2 hp; (Currently Not
      in Service; Operable)

1-    Bridgeport Vertical Milling Machine, S/N J107727, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 42" Table

1-    Gorton Drill Grinder, S/N Unknown

1-    Specially Manufactured Horizontal Drilling Machine

1-    Specially Manufactured Horizontal Drilling Machine

1-    Bridgeport Vertical Milling Machine, S/N J15328, 1 hp; 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Clausing Model 1667 16" Single-Spindle Production Drill, S/N 516547

1-    Takisawa Model TC-2 CNC Lathe, S/N THRMU5947, (1985); 7.37 hp, 20" Swing;
      with 8-Position Turret; and Fanuc CNC Controls

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71840-5; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71729-3; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Mitutoyo 48" x 72" x 10" Granite Surface Plate, S/N 2505-1

1-    Lot of Factory and Support Equipment For Both Machining and Tool Room

1-    Hitachi Seiki Model HT20SII CNC Turning Center, S/N 2843, Asset #785,
      (1995), 15 hp; CNC, 2-Axis, 5,000-rpm Spindle Speeds, 15" Maximum Swing,
      8-1/4" Maximum Turning Diameter, 15" Maximum Turning Length, 2" Bar
      Capacity; with 10-Position Turret; Collet Chuck; Aercology Mist Collector;
      Elevated Chip Conveyor; and Seiki Multi CNC Control

1-    Sugino Model ES2-2-3060 Self Feeder, S/N J11DA301219, (2004); with Collet
      Chuck; and Level Clamp

1-    Ultraline 6" W x 6' L Inclined Nose Over Conveyor, (2004); Variable Speed

1-    Powermatic Model 1100 Drill Press, S/N 0-1186-1



      TOOLROOM

1-    Wellsaw Model 1118 Horizontal Band Saw, S/N 2599; 30" Part Width Capacity,
      12" Throat

1-    Carlton 3' x 10"D Radial Arm Drill, S/N Unknown; 36 to 1,500-rpm Spindle
      Speeds; with 18" x 24" Drill Box Table; and 36" x 42" T-Slot Platform, 30"
      Vertical Travel

1-    Coffing 3-Ton Chain Hoist; Pendant Controlled

1-    Dake Model 75H 75-Ton Capacity Hydraulic H-Frame Press, S/N 140208,
      (1960); 44" Between Posts

1-    Lincoln Model Tig 300/300 300-Amp. Welder, S/N AC-586982, (1984); with
      Dyna-Flux Chiller

1-    Lincoln Model Square Wave Tig 175 175-Amp. Welder, S/N 01330-41980612459,
      (1988)

1-    Bridgeport Variable-Speed Vertical Milling Machine, S/N 133804, (1951); 60
      to 4,200-rpm Variable Spindle Speeds, 9" x 48" Table; with Bausch & Lomb
      Acu-Rite II 3-Axis Digital Readout; and Machinists Vise

1-    Bridgeport Vertical Milling Machine, S/N 58781, (1962), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table; with Teledyne Gurley Pathfinder
      2-Axis Digital Readout

1-    Bridgeport Vertical Milling Machine, S/N 105568, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table

1-    South Bend Model CL8117C Toolroom Lathe, S/N 8668HKX12; 16" Swing, 52"
      Bed, 38" Between Centers, 1-1/2" Hole Through Spindle; with Threading
      Attachment

1-    Millport Model SJ-1760G Engine Lathe, S/N 840517, (1984); 17" Swing, 80"
      Bed, 60" Between Centers, 2" Hole Through Spindle; with Threading
      Attachment

1-    Standard-Modern Model Utilathe Series 2000 Toolroom Lathe, S/N 3873; 50 to
      1,500-rpm Spindle Speeds, 13" Swing, 42" Bed, 30" Between Centers, 1-1/2"
      Hole Through Spindle

1-    Cincinnati Bickford Model Super Service 28" Single-Spindle Production
      Drill, S/N 3L414; 14" Throat, 18" x 28" T-Slot Worktable; with Machinists
      Vise

1-    Motor-Avey Model MA6 Single-Spindle Production Drill, S/N MA581; 12"
      Throat, 21" x 22" Worktable

1-    Grob Model NS18 18" Vertical Band Saw, S/N 7311, (1953); 24" x 24"
      Worktable; with Blade Welding and Grinding Attachment



1-    Supermax Model YC-2VA Vertical Milling Machine, S/N 061165, (1983), 2 hp;
      75 to 3,600-rpm Spindle Speeds, 8" x 42" T-Slot Worktable, Belt-Driven
      Head; with Yeong Chin Control

1-    Wilson Rockwell Model 40UR Hardness Tester, S/N 2233-1285

1-    Parts Washer; 22" x 32"

1-    Starrett 16" x 24" x 4" Granite Surface Plate, S/N 619755

1-    Johnson Model 142L Gas-Fired Furnace, S/N 2846; 180-BTU Maximum Input

1-    Chevalier Model FSG-618 Surface Grinder, S/N A277A040, 1 hp; Hand Feed, 8"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Baldor 6" Double-End Carbide Tool Grinder

1-    Gorton Model 375 Drill Grinder

1-    Abrasive Machine Tool 6" x 18" Surface Grinder, S/N 317; Hand Feed, 12"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Covel 10" x 16" Surface Grinder, S/N 17H-5022; Hydraulic Feed, 12"
      Grinding Wheel; with 10" x 16" Permanent Magnetic Chuck

1-    Lincoln Model DS-20 20"D Disc Sander, S/N 402000, (1994), 2 hp; 1,720
      Maximum rpm

1-    Grieve Model B1-650 Bake Oven, S/N 14188; Drive-In, 64"W x 80"D x 82"H

1-    Zero Model BNP55-6 2-Hole Spin Blast Cabinet, S/N 22535; 42"L x 24"D x
      30"H; with Dust Collector

1-    Atlas Copco Model GAU707 Rotary Screw Air Compressor, S/N ARP878018,
      (1987), 75 hp; with Vertical Air Receiver Tank; and Arrow Pneumatics
      Compressed Air Dryer

1-    Ingersoll-Rand Model SSR Rotary Screw Air Compressor, S/N N0293, (1993),
      50 hp; 44,514 Hours Indicated; with Vertical Air Receiver Tank

1-    Atlas Copco Model GA55 Rotary Screw Air Compressor, S/N Unknown, 75 hp;
      Approximately 50 hp; 181 Maximum psig, 57,650 Hours Indicated

1-    Hankison Model HPRP500 Air Dryer, S/N WH500A4600006110; 200 Maximum psig

1-    Van Air Model EMD400-A 400 CFM Air Dryer, S/N 97-7948K-4, (1997), 2 hp;
      350 Maximum psig

1-    Sullair Model LS20-100SL/W/SUL Rotary Screw Air Compressor, S/N
      003-122520, (2000), 100 hp; 110 Maximum psig



1-    Manufacturer Unknown 30"D x 48"L x 7"H Granite Surface Plate, S/N 1129

1-    Harig Model Super 612 6" x 12" Surface Grinder, S/N 47019, (2003);
      w/Accu-Rite Qwick Count DRO

1-    Milwaukee Model MWK-4210-1 Magnetic Drill, (2000)

      MATERIAL HANDLING

1-    Yale Model GLC030BFNUAE076 3,000-Lb. LP Gas Lift Truck, S/N A809N05573V,
      (1998); 171" Lift Height, 3-Stage Mast, Solid Tire, 5,310 Hours Indicated;
      with Side Shift

1-    Hyster Model J35B 3,500-Lb. Electric Lift Truck, S/N BI60V02518N, (1992);
      118" Lift Height, 2-Stage Mast, Solid Tire, 6,975 Hours Indicated; with
      Side Shift

1-    Yale Model ESC020ABN24SV083 2,000-Lb. Stand-Up Rider-Type Electric Lift
      Truck, S/N A824N06364U, (1997); 126" Lift Height, Single Mast, Solid Tire,
      1,945 Hours Indicated

1-    Clark Model GCX25 5,000-Lb. LP Gas Lift Truck, S/N CX2300588-8805KOF,
      (1992); 205" Lift Height, Solid Tire, 4,401 Hours Indicated; with Side
      Shift

1-    Hyster Model S120E 12,000-Lb. Capacity LP Gas Lift Truck, S/N C004D08624G,
      (1986); 182" Lift Height, 3-Stage Mast, Solid Tire, 5,477 Hours Indicated

2-    Big Joe Model 52A Die Lifts, S/N 1120; and S/N Unknown

1-    Big Joe Model 29727S 1,000-Lb. Capacity Electric Die Lift

5-    Lexco Die Lift Tables; 30" x 30"

1-    Presto Model M366 1,000-Lb. Capacity Die Lift, S/N 70552; 18" Load Center

1-    Factory Cat Model 34 Walk-Behind Electric Floor Scrubber, S/N 34-11309

1-    Nissan Model GYM02L258 5,000-Lb. Electric Lift Truck, S/N JYM02-001644,
      (1998); 187" Lift Height, Solid Tire

      MISCELLANEOUS

1-    Denison Model R065LC261D266C218A59 6-Ton Trim Press, S/N 21108, Asset #22,
      (1969); Hydraulic, Gap Frame; (Out of Service)

1-    Denison Model S065MC261D267C221A59S206 6-Ton Trim Press, S/N 20642, Asset
      #18, (1967); Hydraulic, Gap Frame; (Out of Service)

1-    Lot of Miscellaneous Machine Accessories and Factory Equipment, To
      Include: Jib



      Cranes; Wire Tainers; Pallet Jacks; Work Benches; Shop
      Furniture; Pallet Rack; Dump Hoppers; Bench Vises; Miscellaneous Hand and
      Power Tools; Miscellaneous Spare and Repair Parts; Miscellaneous Not in
      Use Equipment; Storage Cabinets; Fans; Pipe Threader; Oxy Acetylene Torch
      Sets; Floor Sweeper; Miscellaneous Maintenance Equipment; QPC Mold
      Temperature Controllers; QPC Water Cooling Towers; Cooling Carousel;
      Ladders; Miscellaneous Inspection Equipment; Miscellaneous Secondary
      Equipment; Rotary Shrink Wrapper; Battery Chargers; Miscellaneous
      Perishable Tooling; Lockers; Cafeteria Furniture; etc.

1-    Tennant Model 6080 Walk-Behind Electric Floor Scrubber, S/N Unknown; 1,091
      Hours Indicated

1-    Kard Model TP-30-4 30-Ton Press, S/N TK-1064; (Currently Not In Service)

1-    Denison Model GC10C09C23A68A61A46 10-Ton Press, S/N 6484-A54S05, 7-1/2 hp

1-    Denison 8-Ton Press, S/N Unknown; Estimated 8 Ton Capacity

1-    Denison 6-Ton Press

1-    Ridgid Model 500 Pipe Threader, S/N Unknown

1-    Weldotron Model 7121 7-kW Shrink Tunnel, S/N EL84471; Electric, 14"; (Not
      In Service)

1-    Sioux Model 180C Steam Cleaner, S/N 9907031, (1999); 30,000 Btus

1-    Delta 2,200-psi Pressure Washer, S/N Unknown; with 4.5 hp Honda Model
      GCV135 Gasoline Engine

1-    Clausing Model 1637 Drill Press, S/N 115789; 8" Throat

1-    Lot of Machinery and Equipment Stored in Warehouse, To Include: Drill
      Presses; Disc Sanders; Arbor Presses; Dust Collectors; etc.

1-    Lot of Office Furniture and Business Machines

1-    Genie Model Z25-8 25' Aerial Lift, S/N 188, (2000); 500-Lb. Capacity

1-    Tiocco Model T-3000-FRS Hydraulic Fluid Filter, (2003)

1-    Ingersoll-Rand Model 2545E10VFP 35-CFM Reciprocating Air Compressor, S/N
      0308080102, (2003), 10 hp; with Air Cooled Aftercooler

      MAINTENANCE

1-    Demco Model KE Floor-Type Drill, S/N 43063; 9" Throat, 16" x 16" Worktable

1-    Manufacturer Unknown H-Frame Press, S/N Unknown; 28" Between Posts; with



      Enerpac Hydraulic Press

1-    Lincoln Model Power Mig 200 200-Amp. Welder, S/N K1766-1 10564
      M1011020568; 200 Amps @ 30% Duty Cycle; with Cart

1-    Milwaukee Model 6175 Cut-Off Saw, S/N 99111774; 16"D Grinding Wheel

1-    Manhattan Model 951230 Floor-Type Drill, S/N 58289, 1/2 hp; 8" Throat,
      14"D Worktable

1-    Lincoln Model Idealarc 250 250-Amp. Welder, S/N AC-307876, (1973); 140
      Amps @ 100% Duty Cycle

1-    Apex 16"D Disc Sander, 3 hp; Model and S/N Unknown;

1-    Lot of Factory and Support Equipment

      QC LAB

1-    Starrett 36"D x 48"L x 8"H Granite Surface Plate

1-    Arun Technologies Model Series 2000 Spectrometer; with Monitor; and
      Printer

1-    Phillips Model PRS-150 X-Ray Machine; with X-Ray Booth; Power Supply;
      Model MGC-23 Controls; and Ikegami Monitor

1-    Gauge Master Model Series 80-89/GMX 22" Optical Comparator, S/N 3772590,
      (1993); with Gage Master GMX 2-Axis Digital Readout

1-    Brown & Sharpe Model MicroXcel UHA Coordinate Measuring Machine, S/N
      1196-3431, (1996); 28" X-, 45" Y-, and 25" Z-Axis Travel, 33" x 53" x 4"
      Granite Worktable; with Renishaw PH9A Probe; PC Controls; and Brown &
      Sharpe Software

1-    Manufacturer Unknown 48"D x 60"L x 8"H Granite Surface Plate

1-    Sheffield Model Cordax 1808 Coordinate Measuring Machine, S/N 249671085;
      27" X-, 25" Y-, and 17" Z-Axis Travel, 30"D x 54"L x 8"H Granite Surface
      Plate; with Renishaw TP1S Probe; Digital Readout; and Smart Terminal
      Software, Version 2

1-    Lot of Miscellaneous QC Lab Equipment, To Include: Edmunds Air Gauges; Pin
      Gauge Sets; Gauge Block Sets; Height Gauges; Laser Mike; Video Camera;
      Furnishings; PC's; Micrometers; Plotter; Blue Print Copier; Plug Gauges;
      etc.

1-    Hewlett Packard Model 7595A Draftmaster I Plotter, S/N 2644A00891

1-    Visi-Trak Model True Trak 2020/M91-6002 Monitor and Analysis System, S/N
      95002

1-    3M Model 500 Microfilm Reader/Printer



      OFFICE

1-    Lot of Office Furniture and Business Machines, To Include, But Not Limited
      To: Desks; Chairs; File Cabinets; Tables; Televisions; Overhead
      Projectors; Calculators; Typewriters; Teleconferencing Equipment;
      Cabinets; Partitions; Breakroom Furniture; etc.

1-    Lot of Computer and Peripheral Equipment, To Include: Personal Computers;
      File Servers; Monitors; Printers; Facsimile Machines; Photocopiers;
      Network Communications Equipment; etc.

      WAREHOUSE

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2494, (1968);
      (Remanufactured By EPCO In 2000), with Light Curtain

1-    Keystone 30-Ton Trim Press, S/N 3904, (1995); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts; with Self-Contained Hydraulic Power Supply (Not
      in Service; Operable)

1-    Keystone 35-Ton Trim Press, S/N 005, (1987); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts

1-    Denison Model S065MC281C221C224 6-Ton Trim Press, S/N 15884-A72A59,
      (1960), 5 hp; Hydraulic, Gap Frame, 18" Daylight, 7" Throat, 12" Stroke,
      3.25" Cylinder Bore

1-    Denison Model GC10C09C23A68A61A46 10-Ton Trim Press, S/N 6483-A54S05,
      (1951); Hydraulic, Gap Frame (Currently Not in Service; Operable)

1-    Denison Model 6484 10-Ton Trim Press; Hydraulic, Gap Frame

1-    Denison Model GC10C61D15A68 10-Ton Trim Press, S/N 13825; Hydraulic, Gap
      Frame

2-    Mid-West Tool 6-Station Indexing Machining Centers, S/N 273; Each Station
      with (2) Sugino Drill Heads; and Allen-Bradley Model PanelView 550 PLC
      Controls; (1 Located Off Site)

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2629, (1970); Hydraulic,
      4-Post, 24" x 36" Between Posts; (Remanufactured 2000)

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N Not
      Available

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522805,
      (1992)

1-    Clausing Floor-Type Drill; (Tags Painted)



1-    Bridgeport Vertical Milling Machine, S/N J97046, (1955); 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Spin Blast Shot Blast Machine; Spinner Hanger Type, 60" x 48" x 72", 6,428
      Hours Indicated; with Reclaim and Outside Dust Collector; (Currently Not
      in Service; Operable)

1-    Clark Model GCS20MB 4,000-Lb. LP Gas Lift Truck, S/N G138MB-1127-6920KOF,
      (1987); 188" Lift Height, Solid Tire; (Currently Not in Service; Not
      Operable)

1-    Dayton Model 6H011B 1,400-psi Steam Cleaner, S/N C24015;
      2.2-Gallons/Minute, 229,000-Btus/Hour



                                    EXHIBIT A

                        RELEASE AND TERMINATION OF LIENS

            Reference is hereby made to the Loan and Security Agreement, dated
as of December 18, 2003 (as heretofore amended or otherwise modified and as
further amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement"), by and among Lexington Precision Corporation
("LPC") and Lexington Rubber Group, Inc. ("LRG"), as Borrowers (LPC and LRG,
each a "Borrower" and, collectively, the "Borrowers"), the lenders from time to
time party thereto (the "Lenders"), and Ableco Finance LLC, in its capacity as
agent for the Lenders (in such capacity, the "Secured Party"). The Secured
Party, on behalf of itself and the Lenders, holds a security interest in and
lien on the assets and property of LPC. The Secured Party and the Lenders have
been advised that LPC is selling, conveying, transferring and assigning to
Premier Tool & Die Cast Corp. or an affiliate thereof ("Buyer") certain assets
consisting of the equipment and inventory listed on Schedule I attached hereto
("Purchased Assets"), located at LPC's Lexington Die Casting Division in
Lakewood, New York. As a condition to such proposed sale, the Secured Party is
required to release all of its liens on such Purchased Assets.

            1. Release of Security Interest. Effective upon receipt by the
Working Capital Agent (as defined below) of the payment set forth in Section 2
hereof, the Secured Party hereby releases, terminates and discharges, without
recourse and without any representation or warranty of any kind, express or
implied, all security interests and liens of any nature whatsoever in its favor
in or on the Purchased Assets. Nothing contained herein shall be deemed a
release or termination by the Secured Party of any security interests in and
liens on any assets of any Borrower other than the Purchased Assets, all of
which shall continue in full force and effect. Except as specifically set forth
herein, nothing contained herein shall be construed in any manner to constitute
a waiver, release or termination or to otherwise limit or impair any of the
obligations or indebtedness of any Borrower or any other person or entity to the
Secured Party and the Lenders, or any duties, obligations or responsibilities of
the Borrowers or any other person or entity to the Secured Party and the
Lenders.

            2. Effectiveness of Release. The release, termination and discharge
of the Secured Party's security interests in and liens on the Purchased Assets
pursuant to Section 1 hereof shall be effective, without further action by the
Secured Party, upon the Working Capital Agent's receipt, from or on behalf of
the Borrowers (including by direct payment by the Buyer), of the Initial Payment
and the Inventory Purchase Price (each as defined below) in an aggregate amount
of not less than $2,452,000 in immediately available funds in a bank account of
the Working Capital Agent specified in writing by the Working Capital Agent to
the Borrowers.

            3. Further Assurances. The Secured Party hereby agrees that, after
receipt of the payment set forth in Section 2 hereof by the Working Capital
Agent, it will file, at the Borrowers' sole cost and expense, a UCC financing
statement amendment in the form attached hereto as Annex A. The Secured Party
will, at the reasonable request of the Borrowers and after receipt of the
payment set forth in Section 2 hereof by the Working Capital Agent, execute
and/or deliver such instruments and other writings as may be necessary to effect
or evidence the termination of the liens of the Secured Party on the Purchased
Assets, but without representation,



warranty or recourse to the Secured Party or the Lenders and at the sole cost
and expense of the Borrowers.

            4. Definitions: As used herein, the following terms shall have the
following meanings:

                  "Initial Payment" means that portion of the purchase price
being paid in cash on the date hereof by Buyer for the Purchased Assets (other
than any Purchased Assets constituting inventory) in an aggregate amount of not
less than $2,360,000.

                  "Inventory Purchase Price" means the purchase price being paid
in cash on the date thereof by Buyer for the Purchased Assets constituting
inventory in an aggregate amount of not less than $92,000.

                  "Working Capital Agent" means Wachovia Bank, National
Association, as successor by merger to Congress Financial Corporation, in its
capacity as agent under the Amended and Restated Loan and Security Agreement,
dated as of December 18, 2003, by and among the Borrowers, Wachovia Bank,
National Association, as successor by merger to Congress Financial Corporation,
as agent, The CIT Group/Business Credit, Inc., as co-agent, and the lenders from
time to time party thereto, as amended.

            5. Miscellaneous. Delivery of an executed counterpart of this
Release and Termination of Liens by facsimile or electronic mail shall be
equally effective as delivery of a manually executed counterpart. This Release
and Termination of Liens shall be governed by and interpreted and determined in
accordance with the laws of the State of New York (without regard to principles
of conflict of laws).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



            IN WITNESS WHEREOF, the undersigned has duly executed this
instrument as of August __, 2005.

                             ABLECO FINANCE LLC, as Secured Party and on behalf
                             of the Lenders

                             By: ________________________________________
                             Name: ______________________________________
                             Title: _____________________________________



                              SCHEDULE I TO RELEASE

                                PURCHASED ASSETS

1. All inventory of Lexington Precision Corporation's Die Casting Division
consisting of metals, packaging and pallets located at Lexington Precision
Corporation's facility at 201 Winchester Road, Lakewood, NY on the date hereof,
to the extent sold to Buyer pursuant to the Purchase Agreement.

2. The following machinery and equipment:

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R95356/64-088, including:
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Advance Model SL-1200 Automatic Ladler, S/N 31524-98, (1998)
      (1)   Rimrock Multi-Link Extractor
      (1)   MPH 5,000-Lb. Gas-Fired Holding Furnace, S/N 6094-82; with
            Temperature Controls

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R98176/65-151, including
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Rimrock Model 305 Multi-Link Automatic Ladler
      (1)   Rimrock Multi-Link Extractor
      (1)   Firebrand 3,500-Lb. Gas-Fired Holding Furnace, S/N 9038, with
            Temperature Controls

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0008 including:
      (1)   Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32070-99
      (1)   ABB Type IRB4400-M98 Industrial Robot, S/N 44-12809
      (1)   O'Brien/Gere Model PD512-00 3,500-Lb. Gas-Fired Holding Furnace, S/N
            20006-01

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0011, including:
      Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      Advance Model SL-1500 Automatic Ladler, S/N 3019-00
      (1)   ABB IRB4400 M2000 Industrial Robot, S/N 44-20742
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-954-95

One (1) Idra Model OL-700 770-Ton Aluminum Cold Chamber Die Cast Machine, S/N
7187 including:
      (1)   Rimrock Automatic Extractor/Die Sprayer
      (1)   Rimrock Ladler S/N C10113
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-956-95

One (1) Idra Model OL-700 IDRP 770-Ton Aluminum Cold Chamber Die Cast Machine,
S/N 6932, including:
      (1)   Rimrock Automatic Extractor/Sprayer
      (1)   Rimrock Model 405 Automatic Ladler, S/N 6231
      (1)   O'Brien & Gere Model ND514-99 1,500-Lb. Gas Fired Aluminum Holding
            Furnace, S/N 20017

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N
DA1038, including:
      (1)   Advance Model SR1150 Automatic Reciprocator/Die Sprayer, S/N 3018-00
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32101-00
      (1)   ABB Type IRB4400M2000 Industrial Robot, S/N 44-21383
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            F-628-95



      MELT ROOM

1-    O'Brien & Gere Model MD127-98 Melt Furnace, S/N 99004-1, Asset #3, (1999);
      Vertical, Stack Type; with 84" x 48" x 24" Deep Conveyor Shaker; Mayfran
      36"W x 15"L Elevated Scrap Conveyor, with Stack Shaker; Gas-Fired
      Stack-Type Melting Furnace, 72"D x 60"H, with (3) Burners, Rotating Base,
      Structural Steel Supports, and Mezzanine; Operator Control Panel, with
      Allen-Bradley Model PanelView 550 PLC Controls; and Digital Temperature
      Controllers

1-    MPH Model ACM-2000 20,000-Lb. Capacity Reverberatory Furnace, S/N 3978-79,
      Asset #2, (1979); Aluminum, Melt, 5,000,000-Btus Input, 2,000(degree)F
      Maximum Temperature, Gas Fired; with Epic Burners; North American Control
      Panel, with Digital Temperature Controllers; and Single Door, with
      Pneumatic Lift; (Refractory Brick Rebuilt 2001)

1-    MPH Model ACM-2000 20,000-Lb. Reverberatory Furnace, S/N 856-74, Asset #1,
      (1974); Aluminum, Melt, 5,000,000-Btus Input; 2,000(degree)F Maximum
      Temperature, Gas Fired; with Epic Burners; North American Control Panel,
      with Digital Temperature Controllers; and Single-Swing Open Door;
      (Refractory Brick Replaced 1994; Refractory Brick Rebuilt 2001)

1-    Amcor Injecta Model II Fluxing Machine, S/N 66-201, (1966); with Kozma
      Gas-Fired Charging Stand; Carts; and Tanks

      DIE CAST AREA

1-    Miller-Moorehead Machinery 60-Ton Trim Press, S/N 1169; Hydraulic, 4-Post,
      90" x 32" Between Posts

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press; 4-Post, Downacting, 26"
      x 42" Between Posts; with Self-Contained Hydraulic Power Supply; and
      Safety Light Curtains; (Remanufactured By Keystone In 2000)

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown; with Powered Cleated
      Belt Infeed Conveyor

1-    K.R. Wilson Model DCT-38 38-Ton Trim Press, S/N 10980-001, (1985);
      Hydraulic, 4-Post, Downacting, 40" x 26" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown, Asset #4

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press, S/N Unknown; 4-Post,
      Downacting, Estimated 26" x 42" Between Posts; with Self-Contained
      Hydraulic Power Unit; and Safety Light Curtain

1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N Unknown



1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N MP-94-5-4-96-A2,
      (1996); Job #3822

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8583, Asset #7,
      (1983); (Remanufactured By EPCO In 1994); Epco S.O. #9429, T-Slot Platen,
      Interface Shot End, Solid Frame Shot End Connection; with Safety Ratchets;
      Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC Controls; Visi
      Trak True Trak 2020 Monitor; and Analysis System, To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler
            (1)   Onex
            (1)   Mesh Belt Air Cooling Conveyor
            (1)   Manufacturer Unknown 1,500-Lb. Gas-Fired Holding Furnace

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N ER-1822S-96-C8,
      (1996); Job #3814

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8760, Asset #8;
      (Estimated 1960s); Epco S.O. # 9056; (Remanufactured by EPCO 1990); T-Slot
      Platens, Interface Shot End, Solid Frame Shot End Connection; with Safety
      Ratchets; Solid Frame Tie Bar Pullers; Hydraulic Ejector; and Vickers
      SCS-2000 Shot Control System; To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Model 305 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 500-Lb. Gas Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N Unknown

1-    Lester 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N 808, Asset #9,
      (1964); (Remanufactured By EPCO In 1991); Epco S.O. #9137, 50"V x 50"TH
      T-Slot Platen, 35"H x 36"V Die Clearance, 18" Minimum Daylight, 36"
      Maximum Daylight, 0-10-Shot Position, 28" Stroke, Motorized Die Height
      Adjustment, Closed Loop Shot End, 3-Bar Shot End Connection; with Safety
      Ratchets; Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC
      Controls; and Vickers SCS-2000 Shot Control System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Model 465 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 1,000-Lb. Gas-Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    E. A. Doyle Model DVP-30-3042 30-Ton Trim Press, S/N 3042-779-236, (1979);
      Hydraulic, 4-Post, Downacting, 30" x 42" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown

1-    Lester 600-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8096, Asset
      #11; (Remanufactured By EPCO In 1991); Epco S.O. #9136, 47"V x 40"TH
      T-Slot Platen, 28.5"H x 28.5"V Die Clearance, 18" Minimum Daylight, 28"
      Maximum Daylight, 0-



      6-Shot Position, 17.5" Stroke, Motorized Die Height Adjustment, Interface
      Shot End, Solid Frame Shot End Connection; with Safety Ratchets; Hydraulic
      Ejector; Visi-Track True Trak 2020 Monitor, and Analysis System, To
      Include:
            (1)   Shotbeads Sprayer
            (1)   Rimrock Automatic Extractor
            (1)   Snair Automatic Ladler
            (1)   Manufacturer Unknown 800-Lb. Gas-Fired Holding Furnace;
                  (Furnace Currently in Maintenance; Currently Not in Service;
                  Operable)
            (1)   B.C. Fabricators Steel Mesh Belt Air Cooling Conveyor

1-    Lester 1,200-Ton Aluminum Cold Chamber Die Cast Machine, S/N 15966, Asset
      #12, (1964); (Shot End Rebuilt In 2000); 65"V x 65"TH T-Slot Platen, 42"H
      x 42"V Die Clearance, 10.2" Minimum Daylight, 30" Maximum Daylight,
      2-12-Shot Position, 30" Stroke, Interface Shot End, 2-Bar Shot End
      Connection; with Safety Ratchets; Visi Trak True Trak 2020SX Monitor, and
      Analysis System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler (Maintenance Shop)

            (1)   Seco/Warwick 3200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
                  FSR-955-95; 47"W x 81-1/2"L x 18"H, 2,000(degree)F Maximum
                  Temperature; with Digital Temperature Controller
            (1)   Steel Mesh Belt Air Cooling Conveyor (Scrap)
      (Currently Not in Service; Inoperable)

1-    Sweco 60"D Vibratory Finisher, S/N Unknown; with Soundproof Lid

1-    New Holland Chip Wringer, S/N Not Available; 24" Diameter x 16" Depth

1-    Platnick Bridge Crane, S/N 98025, (1998); 7-1/2 Ton x 60' Span, Single
      Girder, Top Running, Overhead, Electric, Traveling; with Konecranes Model
      XL400 Electric Cable Hoist; and Pendant Control

1-    Platnick 5-Ton Bridge Crane, S/N 95037, (1995); 60' Span, Single Girder,
      Top Running, Overhead, Electric, Traveling; with Konecranes Model XL300
      Electric Cable Hoist; and Pendant Control

1-    Kitamura Model Mycenter-0 Vertical Machining Center, S/N 75257, Asset
      #5104, (1997); Dual, 12" x 18", 1" Tables, 130-Lb. Table Load Capacity,
      12" X-, 10" Y-, and 12" Z-Axis Travel, 5.3" to 17.3" Distance From Table
      Surface to Spindle Nose, 7.8" to 17.8" Distance From Column to Table
      Center Line, #30 Taper, 80 to 8,000-rpm Spindle Speeds, 3 hp Spindle
      Drive; with Spare Changer Automatic Pallet Changer; 16-Position Automatic
      Tool Changer, with Asst. #30 Taper Tool Holders; Kitamura Yasnac CNC
      Controls; and (2) Model 10 HC Custom Designed and Fabricated 10-Cell Multi
      Collet Work Hold Fixtures

3-    3-Ton Jib Cranes; Each with 3-Ton Capacity Chain Hoist, Pendant Controlled

1-    Spanco 5-Ton Jib Crane, S/N 0208205; with Shaw-Box 5-Ton Capacity Cable
      Hoist,



      Pendant Controlled

1-    5-Ton Jib Crane; with Wright 5-Ton Capacity Chain Hoist, Manual

1-    Pangborn Model RG Rotoblast Shot Blast Machine, S/N 140-2RG1-681; 22" x
      30", Tumblast; with Reclaim Elevator; and Hammond Model DK-1055
      (Duskolector) Bag-Type Dust Collector, 4-Bag; (Overhauled In June 2003)

1-    BAC Model VTO-065-J Cooling Tower, (2003); Rooftop Mounted

      MACHINING

1-    Jet Model JDP-20MF 20" Single-Spindle Floor-Type Drill, S/N 7030560

1-    Mfr. Unknown 16" Single-Spindle Floor-Type Drill; with Multi-Spindle Drill
      Head

1-    Delta Rockwell 16" Single-Spindle Floor-Type Drill

1-    8" Single-End Wire Wheel Buffer

1-    Clausing Model 1667 16" 2-Spindle Production Drill, S/N 517856

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522795,
      (1992)

1-    Clausing Model 1635 16" 4-Spindle Production Drill, S/N 118087

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 345, Asset #5,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z-Axis Travel, 120 to
      12,000-rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control

1-    Denison Model R065LC26ID266C218A59S220 6-Ton C-Frame Press, S/N 21063,
      (1968)

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 439, Asset #4,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z- Axis Travel, 120
      to 12,000 rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control;
      and Haas Rotary Indexer

1-    Starrett Granite Surface Plate; 18" x 24" x 4" Table Size

1-    Starrett 12" x 18" x 4" Granite Surface Plate

1-    Manufacturer Unknown Aluminum Belt Sander; 3" Belt; with Dust Collector

1-    Mid-West Tool Custom Designed and Fabricated Brushing Press, S/N 246

1-    Clausing Model 2224 20" Single-Spindle Production Drill, S/N 106932

1-    Custom Designed & Fabricated Horizontal and Vertical Drilling Machine;
      with



      Production Table

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N G03599,
      (1987)

1-    Enco Model DS-20 20"D Disc Sander, S/N 8160, (1984), 2 hp; (Currently Not
      in Service; Operable)

1-    Bridgeport Vertical Milling Machine, S/N J107727, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 42" Table

1-    Gorton Drill Grinder, S/N Unknown

1-    Specially Manufactured Horizontal Drilling Machine

1-    Specially Manufactured Horizontal Drilling Machine

1-    Bridgeport Vertical Milling Machine, S/N J15328, 1 hp; 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Clausing Model 1667 16" Single-Spindle Production Drill, S/N 516547

1-    Takisawa Model TC-2 CNC Lathe, S/N THRMU5947, (1985); 7.37 hp, 20" Swing;
      with 8-Position Turret; and Fanuc CNC Controls

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71840-5; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71729-3; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Mitutoyo 48" x 72" x 10" Granite Surface Plate, S/N 2505-1

1-    Lot of Factory and Support Equipment For Both Machining and Tool Room

1-    Hitachi Seiki Model HT20SII CNC Turning Center, S/N 2843, Asset #785,
      (1995), 15 hp; CNC, 2-Axis, 5,000-rpm Spindle Speeds, 15" Maximum Swing,
      8-1/4" Maximum Turning Diameter, 15" Maximum Turning Length, 2" Bar
      Capacity; with 10-Position Turret; Collet Chuck; Aercology Mist Collector;
      Elevated Chip Conveyor; and Seiki Multi CNC Control

1-    Sugino Model ES2-2-3060 Self Feeder, S/N J11DA301219, (2004); with Collet
      Chuck; and Level Clamp

1-    Ultraline 6" W x 6' L Inclined Nose Over Conveyor, (2004); Variable Speed

1-    Powermatic Model 1100 Drill Press, S/N 0-1186-1



      TOOLROOM

1-    Wellsaw Model 1118 Horizontal Band Saw, S/N 2599; 30" Part Width Capacity,
      12" Throat

1-    Carlton 3' x 10"D Radial Arm Drill, S/N Unknown; 36 to 1,500-rpm Spindle
      Speeds; with 18" x 24" Drill Box Table; and 36" x 42" T-Slot Platform, 30"
      Vertical Travel

1-    Coffing 3-Ton Chain Hoist; Pendant Controlled

1-    Dake Model 75H 75-Ton Capacity Hydraulic H-Frame Press, S/N 140208,
      (1960); 44" Between Posts

1-    Lincoln Model Tig 300/300 300-Amp. Welder, S/N AC-586982, (1984); with
      Dyna-Flux Chiller

1-    Lincoln Model Square Wave Tig 175 175-Amp. Welder, S/N 01330-41980612459,
      (1988)

1-    Bridgeport Variable-Speed Vertical Milling Machine, S/N 133804, (1951); 60
      to 4,200-rpm Variable Spindle Speeds, 9" x 48" Table; with Bausch & Lomb
      Acu-Rite II 3-Axis Digital Readout; and Machinists Vise

1-    Bridgeport Vertical Milling Machine, S/N 58781, (1962), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table; with Teledyne Gurley Pathfinder
      2-Axis Digital Readout

1-    Bridgeport Vertical Milling Machine, S/N 105568, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table

1-    South Bend Model CL8117C Toolroom Lathe, S/N 8668HKX12; 16" Swing, 52"
      Bed, 38" Between Centers, 1-1/2" Hole Through Spindle; with Threading
      Attachment

1-    Millport Model SJ-1760G Engine Lathe, S/N 840517, (1984); 17" Swing, 80"
      Bed, 60" Between Centers, 2" Hole Through Spindle; with Threading
      Attachment

1-    Standard-Modern Model Utilathe Series 2000 Toolroom Lathe, S/N 3873; 50 to
      1,500-rpm Spindle Speeds, 13" Swing, 42" Bed, 30" Between Centers, 1-1/2"
      Hole Through Spindle

1-    Cincinnati Bickford Model Super Service 28" Single-Spindle Production
      Drill, S/N 3L414; 14" Throat, 18" x 28" T-Slot Worktable; with Machinists
      Vise

1-    Motor-Avey Model MA6 Single-Spindle Production Drill, S/N MA581; 12"
      Throat, 21" x 22" Worktable

1-    Grob Model NS18 18" Vertical Band Saw, S/N 7311, (1953); 24" x 24"
      Worktable; with Blade Welding and Grinding Attachment



1-    Supermax Model YC-2VA Vertical Milling Machine, S/N 061165, (1983), 2 hp;
      75 to 3,600-rpm Spindle Speeds, 8" x 42" T-Slot Worktable, Belt-Driven
      Head; with Yeong Chin Control

1-    Wilson Rockwell Model 40UR Hardness Tester, S/N 2233-1285

1-    Parts Washer; 22" x 32"

1-    Starrett 16" x 24" x 4" Granite Surface Plate, S/N 619755

1-    Johnson Model 142L Gas-Fired Furnace, S/N 2846; 180-BTU Maximum Input

1-    Chevalier Model FSG-618 Surface Grinder, S/N A277A040, 1 hp; Hand Feed, 8"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Baldor 6" Double-End Carbide Tool Grinder

1-    Gorton Model 375 Drill Grinder

1-    Abrasive Machine Tool 6" x 18" Surface Grinder, S/N 317; Hand Feed, 12"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Covel 10" x 16" Surface Grinder, S/N 17H-5022; Hydraulic Feed, 12"
      Grinding Wheel; with 10" x 16" Permanent Magnetic Chuck

1-    Lincoln Model DS-20 20"D Disc Sander, S/N 402000, (1994), 2 hp; 1,720
      Maximum rpm

1-    Grieve Model B1-650 Bake Oven, S/N 14188; Drive-In, 64"W x 80"D x 82"H

1-    Zero Model BNP55-6 2-Hole Spin Blast Cabinet, S/N 22535; 42"L x 24"D x
      30"H; with Dust Collector

1-    Atlas Copco Model GAU707 Rotary Screw Air Compressor, S/N ARP878018,
      (1987), 75 hp; with Vertical Air Receiver Tank; and Arrow Pneumatics
      Compressed Air Dryer

1-    Ingersoll-Rand Model SSR Rotary Screw Air Compressor, S/N N0293, (1993),
      50 hp; 44,514 Hours Indicated; with Vertical Air Receiver Tank

1-    Atlas Copco Model GA55 Rotary Screw Air Compressor, S/N Unknown, 75 hp;
      Approximately 50 hp; 181 Maximum psig, 57,650 Hours Indicated

1-    Hankison Model HPRP500 Air Dryer, S/N WH500A4600006110; 200 Maximum psig

1-    Van Air Model EMD400-A 400 CFM Air Dryer, S/N 97-7948K-4, (1997), 2 hp;
      350 Maximum psig

1-    Sullair Model LS20-100SL/W/SUL Rotary Screw Air Compressor, S/N
      003-122520, (2000), 100 hp; 110 Maximum psig



1-    Manufacturer Unknown 30"D x 48"L x 7"H Granite Surface Plate, S/N 1129

1-    Harig Model Super 612 6" x 12" Surface Grinder, S/N 47019, (2003);
      w/Accu-Rite Qwick Count DRO

1-    Milwaukee Model MWK-4210-1 Magnetic Drill, (2000)

      MATERIAL HANDLING

1-    Yale Model GLC030BFNUAE076 3,000-Lb. LP Gas Lift Truck, S/N A809N05573V,
      (1998); 171" Lift Height, 3-Stage Mast, Solid Tire, 5,310 Hours Indicated;
      with Side Shift

1-    Hyster Model J35B 3,500-Lb. Electric Lift Truck, S/N BI60V02518N, (1992);
      118" Lift Height, 2-Stage Mast, Solid Tire, 6,975 Hours Indicated; with
      Side Shift

1-    Yale Model ESC020ABN24SV083 2,000-Lb. Stand-Up Rider-Type Electric Lift
      Truck, S/N A824N06364U, (1997); 126" Lift Height, Single Mast, Solid Tire,
      1,945 Hours Indicated

1-    Clark Model GCX25 5,000-Lb. LP Gas Lift Truck, S/N CX2300588-8805KOF,
      (1992); 205" Lift Height, Solid Tire, 4,401 Hours Indicated; with Side
      Shift

1-    Hyster Model S120E 12,000-Lb. Capacity LP Gas Lift Truck, S/N C004D08624G,
      (1986); 182" Lift Height, 3-Stage Mast, Solid Tire, 5,477 Hours Indicated

2-    Big Joe Model 52A Die Lifts, S/N 1120; and S/N Unknown

1-    Big Joe Model 29727S 1,000-Lb. Capacity Electric Die Lift

5-    Lexco Die Lift Tables; 30" x 30"

1-    Presto Model M366 1,000-Lb. Capacity Die Lift, S/N 70552; 18" Load Center

1-    Factory Cat Model 34 Walk-Behind Electric Floor Scrubber, S/N 34-11309

1-    Nissan Model GYM02L258 5,000-Lb. Electric Lift Truck, S/N JYM02-001644,
      (1998); 187" Lift Height, Solid Tire

      MISCELLANEOUS

1-    Denison Model R065LC261D266C218A59 6-Ton Trim Press, S/N 21108, Asset #22,
      (1969); Hydraulic, Gap Frame; (Out of Service)

1-    Denison Model S065MC261D267C221A59S206 6-Ton Trim Press, S/N 20642, Asset
      #18, (1967); Hydraulic, Gap Frame; (Out of Service)

1-    Lot of Miscellaneous Machine Accessories and Factory Equipment, To
      Include: Jib



      Cranes; Wire Tainers; Pallet Jacks; Work Benches; Shop Furniture; Pallet
      Rack; Dump Hoppers; Bench Vises; Miscellaneous Hand and Power Tools;
      Miscellaneous Spare and Repair Parts; Miscellaneous Not in Use Equipment;
      Storage Cabinets; Fans; Pipe Threader; Oxy Acetylene Torch Sets; Floor
      Sweeper; Miscellaneous Maintenance Equipment; QPC Mold Temperature
      Controllers; QPC Water Cooling Towers; Cooling Carousel; Ladders;
      Miscellaneous Inspection Equipment; Miscellaneous Secondary Equipment;
      Rotary Shrink Wrapper; Battery Chargers; Miscellaneous Perishable Tooling;
      Lockers; Cafeteria Furniture; etc.

1-    Tennant Model 6080 Walk-Behind Electric Floor Scrubber, S/N Unknown; 1,091
      Hours Indicated

1-    Kard Model TP-30-4 30-Ton Press, S/N TK-1064; (Currently Not In Service)

1-    Denison Model GC10C09C23A68A61A46 10-Ton Press, S/N 6484-A54S05, 7-1/2 hp

1-    Denison 8-Ton Press, S/N Unknown; Estimated 8 Ton Capacity

1-    Denison 6-Ton Press

1-    Ridgid Model 500 Pipe Threader, S/N Unknown

1-    Weldotron Model 7121 7-kW Shrink Tunnel, S/N EL84471; Electric, 14"; (Not
      In Service)

1-    Sioux Model 180C Steam Cleaner, S/N 9907031, (1999); 30,000 Btus

1-    Delta 2,200-psi Pressure Washer, S/N Unknown; with 4.5 hp Honda Model
      GCV135 Gasoline Engine

1-    Clausing Model 1637 Drill Press, S/N 115789; 8" Throat

1-    Lot of Machinery and Equipment Stored in Warehouse, To Include: Drill
      Presses; Disc Sanders; Arbor Presses; Dust Collectors; etc.

1-    Lot of Office Furniture and Business Machines

1-    Genie Model Z25-8 25' Aerial Lift, S/N 188, (2000); 500-Lb. Capacity

1-    Tiocco Model T-3000-FRS Hydraulic Fluid Filter, (2003)

1-    Ingersoll-Rand Model 2545E10VFP 35-CFM Reciprocating Air Compressor, S/N
      0308080102, (2003), 10 hp; with Air Cooled Aftercooler

      MAINTENANCE

1-    Demco Model KE Floor-Type Drill, S/N 43063; 9" Throat, 16" x 16" Worktable

1-    Manufacturer Unknown H-Frame Press, S/N Unknown; 28" Between Posts; with



      Enerpac Hydraulic Press

1-    Lincoln Model Power Mig 200 200-Amp. Welder, S/N K1766-1 10564
      M1011020568; 200 Amps @ 30% Duty Cycle; with Cart

1-    Milwaukee Model 6175 Cut-Off Saw, S/N 99111774; 16"D Grinding Wheel

1-    Manhattan Model 951230 Floor-Type Drill, S/N 58289, 1/2 hp; 8" Throat,
      14"D Worktable

1-    Lincoln Model Idealarc 250 250-Amp. Welder, S/N AC-307876, (1973); 140
      Amps @ 100% Duty Cycle

1-    Apex 16"D Disc Sander, 3 hp; Model and S/N Unknown;

1-    Lot of Factory and Support Equipment

      QC LAB

1-    Starrett 36"D x 48"L x 8"H Granite Surface Plate

1-    Arun Technologies Model Series 2000 Spectrometer; with Monitor; and
      Printer

1-    Phillips Model PRS-150 X-Ray Machine; with X-Ray Booth; Power Supply;
      Model MGC-23 Controls; and Ikegami Monitor

1-    Gauge Master Model Series 80-89/GMX 22" Optical Comparator, S/N 3772590,
      (1993); with Gage Master GMX 2-Axis Digital Readout

1-    Brown & Sharpe Model MicroXcel UHA Coordinate Measuring Machine, S/N
      1196-3431, (1996); 28" X-, 45" Y-, and 25" Z-Axis Travel, 33" x 53" x 4"
      Granite Worktable; with Renishaw PH9A Probe; PC Controls; and Brown &
      Sharpe Software

1-    Manufacturer Unknown 48"D x 60"L x 8"H Granite Surface Plate

1-    Sheffield Model Cordax 1808 Coordinate Measuring Machine, S/N 249671085;
      27" X-, 25" Y-, and 17" Z-Axis Travel, 30"D x 54"L x 8"H Granite Surface
      Plate; with Renishaw TP1S Probe; Digital Readout; and Smart Terminal
      Software, Version 2

1-    Lot of Miscellaneous QC Lab Equipment, To Include: Edmunds Air Gauges; Pin
      Gauge Sets; Gauge Block Sets; Height Gauges; Laser Mike; Video Camera;
      Furnishings; PC's; Micrometers; Plotter; Blue Print Copier; Plug Gauges;
      etc.

1-    Hewlett Packard Model 7595A Draftmaster I Plotter, S/N 2644A00891

1-    Visi-Trak Model True Trak 2020/M91-6002 Monitor and Analysis System, S/N
      95002

1-    3M Model 500 Microfilm Reader/Printer



      OFFICE

1-    Lot of Office Furniture and Business Machines, To Include, But Not Limited
      To: Desks; Chairs; File Cabinets; Tables; Televisions; Overhead
      Projectors; Calculators; Typewriters; Teleconferencing Equipment;
      Cabinets; Partitions; Breakroom Furniture; etc.

1-    Lot of Computer and Peripheral Equipment, To Include: Personal Computers;
      File Servers; Monitors; Printers; Facsimile Machines; Photocopiers;
      Network Communications Equipment; etc.

      WAREHOUSE

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2494, (1968);
      (Remanufactured By EPCO In 2000), with Light Curtain

1-    Keystone 30-Ton Trim Press, S/N 3904, (1995); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts; with Self-Contained Hydraulic Power Supply (Not
      in Service; Operable)

1-    Keystone 35-Ton Trim Press, S/N 005, (1987); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts

1-    Denison Model S065MC281C221C224 6-Ton Trim Press, S/N 15884-A72A59,
      (1960), 5 hp; Hydraulic, Gap Frame, 18" Daylight, 7" Throat, 12" Stroke,
      3.25" Cylinder Bore

1-    Denison Model GC10C09C23A68A61A46 10-Ton Trim Press, S/N 6483-A54S05,
      (1951); Hydraulic, Gap Frame (Currently Not in Service; Operable)

1-    Denison Model 6484 10-Ton Trim Press; Hydraulic, Gap Frame

1-    Denison Model GC10C61D15A68 10-Ton Trim Press, S/N 13825; Hydraulic, Gap
      Frame

2-    Mid-West Tool 6-Station Indexing Machining Centers, S/N 273; Each Station
      with (2) Sugino Drill Heads; and Allen-Bradley Model PanelView 550 PLC
      Controls; (1 Located Off Site)

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2629, (1970); Hydraulic,
      4-Post, 24" x 36" Between Posts; (Remanufactured 2000)

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N Not
      Available

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522805,
      (1992)

1-    Clausing Floor-Type Drill; (Tags Painted)



1-    Bridgeport Vertical Milling Machine, S/N J97046, (1955); 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Spin Blast Shot Blast Machine; Spinner Hanger Type, 60" x 48" x 72", 6,428
      Hours Indicated; with Reclaim and Outside Dust Collector; (Currently Not
      in Service; Operable)

1-    Clark Model GCS20MB 4,000-Lb. LP Gas Lift Truck, S/N G138MB-1127-6920KOF,
      (1987); 188" Lift Height, Solid Tire; (Currently Not in Service; Not
      Operable)

1-    Dayton Model 6H011B 1,400-psi Steam Cleaner, S/N C24015;
      2.2-Gallons/Minute, 229,000-Btus/Hour



                                     ANNEX A

                        UCC FINANCING STATEMENT AMENDMENT

EX-10.7

                                                                    EXHIBIT 10-7

                               WAIVER AND CONSENT

                           Dated as of: August 2, 2005

      Reference is hereby made to the Amended and Restated Loan and Security
Agreement, dated as of December 18, 2003, by and among Lexington Precision
Corporation ("LPC") and Lexington Rubber Group, Inc. ("LRG"), as Borrowers (LPC
and LRG, each a "Borrower" and, collectively, the "Borrowers"), Wachovia Bank,
National Association, as successor by merger to Congress Financial Corporation,
as Agent, The CIT Group/Business Credit, Inc., in its capacity as co-agent (in
such capacity, "Co-Agent"), and the lenders from time to time party thereto (the
"Lenders"), as amended (as the same now exists and is amended hereby or may
hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, the "Loan Agreement"), and other agreements, documents and
instruments at any time executed and/or delivered in connection therewith (all
of the foregoing, including the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing Agreements").
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Loan Agreement.

      LPC is entering into an Equipment Purchase Agreement with Premier Tool &
Die Corp. or an affiliate thereof ("Buyer"), dated as of August __, 2005 (the
"Purchase Agreement") providing for the sale of certain assets (collectively,
the "Purchased Assets") consisting of all inventory of the LPC's Lexington Die
Casting Division for a purchase price of approximately $92,000 (the "Inventory
Purchase Price"), the equipment listed on Schedule I attached hereto, located at
LPC's Lexington Die Casting Division in Lakewood, New York, for an aggregate
purchase price of $2,560,000 (the "Equipment Purchase Price"), of which
$2,360,000 ("Initial Payment") shall be paid in cash at closing and $200,000
shall be paid by Buyer's delivery of a promissory note (the "Note"), which shall
be payable on April 30, 2008.

      For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Agent, the Co-Agent, the Lenders and the Borrowers
hereby agree as follows:

      1. Consents. Subject to the terms and conditions contained herein and
notwithstanding anything to the contrary in the Financing Agreements, the Agent,
the Co-Agent and the Lenders hereby consent:

            (a) to the sale of the Purchased Assets to Buyer in accordance with
the terms and conditions of the Purchase Agreement as in effect on the date
hereof;

            (b) to the execution by Borrowers of the Waiver and Consent, dated
of even date herewith, among Borrowers and Term Loan Agent (the "Term Loan
Waiver").



      2. Release. Agent, with the consent of the Lenders, agrees to execute and
deliver to LPC, simultaneously with this Waiver and Consent, a release of liens
in the form attached hereto as Exhibit A. The Borrowers acknowledge and consent
to such Release.

      3. Conditions Precedent. The consents contained herein shall only be
effective upon the satisfaction of each of the following conditions precedent in
a manner reasonably satisfactory to Agent:

            (a) Agent shall have received in cash or other immediately available
funds, the sum of $2,452,000 from or on behalf of Buyer, for application by
Agent to the Obligations as set forth in Section 5 hereto;

            (b) Agent shall have received a counterpart of this letter
agreement, duly authorized, executed and delivered by Borrowers;

            (c) Agent shall have received, in form and substance reasonably
satisfactory to Agent, true, correct and complete copies of the following
documents, each duly authorized, executed and delivered by the parties thereto:
(i) the Purchase Agreement and (ii) the Note (collectively, the "Purchase
Documents");

            (d) Agent shall have received a fully executed copy of the Term Loan
Waiver.

      4. Consent Fee. In addition to all other fees, charges, interest and
expenses payable by Borrowers to Agent and Lenders under the Loan Agreement and
the other Financing Agreements, Borrowers shall pay to Agent for the ratable
account of Lenders, contemporaneously with the effectiveness of this Waiver and
Consent, a fee in the amount of $30,000, which fee shall be fully earned and
nonrefundable as of the date hereof and may be charged to any loan account of
Borrowers.

      5. Covenants.

            (a) Borrowers shall deliver to Agent (or its counsel), within five
(5) business days of the closing pursuant to the Purchase Agreement the original
of the Note, together with an allonge or other instrument of assignment executed
by LPC;

            (b) Borrowers shall cause all amounts at any time payable to any
Borrower, pursuant to the Note to be paid by Buyer directly to Agent for
application to the prepayment of the outstanding amount of the LPC Term Loan
until the payment in full of the LPC Term Loan and thereafter in accordance with
Section 2.6(b) of the Loan Agreement.

      6. Application of Proceeds.

            (a) Notwithstanding any provision of Section 2.6(b) of the Loan
Agreement, upon receipt of the Initial Payment and the Inventory Purchase Price,
Agent will (i) apply $888,200 of the Initial Payment to the prepayment of the
outstanding principal amount of the LPC Term Loan and (ii) apply the balance of
the Initial Payment and Inventory Purchase Price to the outstanding principal
amount of the Revolving Loans.

            (b) Agent will establish on the date hereof a permanent Reserve in
the amount of $250,000 (the "Premier Reserve"), which Premier Reserve shall be
applied to and increase the

                                        2


amount of the Special Reserve to $1,000,000; provided, that, Agent shall only
release the Premier Reserve upon its receipt of the consent of all Lenders with
respect to such release.

            (c) The Premier Reserve is in addition to, and not in limitation of,
all other existing Reserves and the rights of Agent from time to time to
establish other and further Reserves against the availability of Revolving Loans
pursuant to the Loan Agreement and the other Financing Agreements.

            (d) Notwithstanding any provision of Section 2.6(b) of the Loan
Agreement to the contrary, the application of a portion of the Initial Payment
and the Inventory Purchase Price to the Revolving Loans as provided in this
Section 5 shall not permanently reduce the Revolving Loan Limit or, except for
the Premier Reserve, create a permanent Reserve.

      7. Additional Representations and Warranties. Each Borrower, hereby
jointly and severally represents, warrants and covenants to Agent and Lenders as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof:

            (a) this letter agreement and the Purchase Documents have been duly
authorized, executed and delivered by all necessary corporate action, including
any required stockholder approval, on the part of such Borrower which is a party
hereto and thereto and constitute valid and binding obligations of such Borrower
enforceable against it in accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization and similar laws affecting the
enforcement of creditors' rights or contractual obligations generally and
subject to general principles of equity.

      8. Effect of this Consent.

            (a) Except as provided above, the Loan Agreement and the other
Financing Agreements shall remain in full force and effect, and the foregoing
waivers and consents shall be limited to the matters set forth herein and shall
not extend to any other transaction proposed or contemplated by any Borrower.
Except as specifically provided herein, the foregoing waivers and consents do
not allow any other or further departure from the terms of the Loan Agreement or
any other Financing Agreement.

            (b) Each Borrower hereby acknowledges and agrees that this Waiver
and Consent constitutes a "Financing Agreement" under the Loan Agreement.
Accordingly, it shall be an Event of Default under the Loan Agreement if (i) any
representation or warranty made by a Borrower under or in connection with this
Waiver and Consent shall have been untrue, false or misleading in any material
respect when made, or (ii) a Borrower shall fail to perform or observe any term,
covenant or agreement contained in this Waiver and Consent.

      9. Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional actions as may be necessary to
effectuate the provisions and purposes of this Agreement.

      10. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York (without regard to principles of conflict
of laws).

                                        3


      11. Waiver, Modification, Etc. No provision or term hereof may be
modified, altered, waived, discharged or terminated orally, but only by an
instrument in writing executed by the party against whom such modification,
alteration, waiver, discharge or termination is sought.

      12. Entire Agreement. This Agreement contains the entire agreement of the
parties hereto concerning the subject matter hereof and supersedes all prior
oral or written discussions, proposals, negotiations or communications
concerning the subject matter hereof.

                                        4


      13. Counterparts. This Waiver and Consent may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original and all of which, taken together, shall constitute one and the
same Waiver and Consent. The delivery of an executed counterpart of this Waiver
and Consent shall have the same force and effect as delivery of any original
executed counterpart of this Waiver and Consent. Delivery of an executed
counterpart of this Waiver and Consent by facsimile or electronic mail shall
have the same force and effect as delivery of an original executed counterpart
of this Waiver and Consent. Any party delivering an executed counterpart of this
Waiver and Consent by facsimile or electronic mail also shall deliver an
original executed counterpart of this Waiver and Consent, but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Waiver and Consent as to such party
or any other party.

                                          LEXINGTON PRECISION CORPORATION,
                                          Borrower

                                          By: /s/ Michael A. Lubin
                                              ----------------------------------
                                          Name: Michael A. Lubin
                                          Title: Chairman

                                          LEXINGTON RUBBER GROUP, INC.,
                                          Borrower

                                          By: /s/ Michael A. Lubin
                                              ----------------------------------
                                          Name: Michael A. Lubin
                                          Title: Chairman

                                          WACHOVIA BANK, NATIONAL
                                          ASSOCIATION, successor by merger to
                                          Congress Financial Corporation,
                                          as Agent and a Lender

                                          By: /s/ Herbert C. Korn
                                              ----------------------------------
                                          Name: Herbert C. Korn
                                          Title: VP

                                          THE CIT GROUP/BUSINESS CREDIT, INC.,
                                          as Co-Agent and a Lender

                                          By: /s/ George Louis McKinley
                                              ----------------------------------
                                          Name: George Louis McKinley
                                          Title: Vice President

                                        5


                                        ABLECO FINANCE LLC, on behalf of itself
                                        and its affiliate assigns, as a Lender

                                        By: /s/ Dan Wolf
                                            -----------------------------------
                                          Name: Dan Wolf
                                          Title: SVP

                                        6


                                                                    EXHIBIT 10-7

                                   SCHEDULE I

                                PURCHASED ASSETS

1. All inventory of Lexington Precision Corporation's Die Casting Division
consisting of metals, packaging and pallets located in Lakewood, New York, to
the extent sold to Buyer pursuant to the Purchase Agreement.

2. The following machinery and equipment:

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R95356/64-088, including:
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Advance Model SL-1200 Automatic Ladler, S/N 31524-98, (1998)
      (1)   Rimrock Multi-Link Extractor
      (1)   MPH 5,000-Lb. Gas-Fired Holding Furnace, S/N 6094-82; with
            Temperature Controls

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R98176/65-151, including
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Rimrock Model 305 Multi-Link Automatic Ladler
      (1)   Rimrock Multi-Link Extractor
      (1)   Firebrand 3,500-Lb. Gas-Fired Holding Furnace, S/N 9038, with
            Temperature Controls

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0008 including:
      (1)   Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32070-99
      (1)   ABB Type IRB4400-M98 Industrial Robot, S/N 44-12809
      (1)   O'Brien/Gere Model PD512-00 3,500-Lb. Gas-Fired Holding Furnace, S/N
            20006-01

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0011, including:
      Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      Advance Model SL-1500 Automatic Ladler, S/N 3019-00
      (1)   ABB IRB4400 M2000 Industrial Robot, S/N 44-20742
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-954-95

One (1) Idra Model OL-700 770-Ton Aluminum Cold Chamber Die Cast Machine, S/N
7187 including:
      (1)   Rimrock Automatic Extractor/Die Sprayer
      (1)   Rimrock Ladler S/N C10113
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-956-95

One (1) Idra Model OL-700 IDRP 770-Ton Aluminum Cold Chamber Die Cast Machine,
S/N 6932, including:
      (1)   Rimrock Automatic Extractor/Sprayer
      (1)   Rimrock Model 405 Automatic Ladler, S/N 6231
      (1)   O'Brien & Gere Model ND514-99 1,500-Lb. Gas Fired Aluminum Holding
            Furnace, S/N 20017

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N
DA1038, including:
      (1)   Advance Model SR1150 Automatic Reciprocator/Die Sprayer, S/N 3018-00
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32101-00
      (1)   ABB Type IRB4400M2000 Industrial Robot, S/N 44-21383
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            F-628-95



      MELT ROOM

1-    O'Brien & Gere Model MD127-98 Melt Furnace, S/N 99004-1, Asset #3, (1999);
      Vertical, Stack Type; with 84" x 48" x 24" Deep Conveyor Shaker; Mayfran
      36"W x 15"L Elevated Scrap Conveyor, with Stack Shaker; Gas-Fired
      Stack-Type Melting Furnace, 72"D x 60"H, with (3) Burners, Rotating Base,
      Structural Steel Supports, and Mezzanine; Operator Control Panel, with
      Allen-Bradley Model PanelView 550 PLC Controls; and Digital Temperature
      Controllers

1-    MPH Model ACM-2000 20,000-Lb. Capacity Reverberatory Furnace, S/N 3978-79,
      Asset #2, (1979); Aluminum, Melt, 5,000,000-Btus Input, 2,000(degree)F
      Maximum Temperature, Gas Fired; with Epic Burners; North American Control
      Panel, with Digital Temperature Controllers; and Single Door, with
      Pneumatic Lift; (Refractory Brick Rebuilt 2001)

1-    MPH Model ACM-2000 20,000-Lb. Reverberatory Furnace, S/N 856-74, Asset #1,
      (1974); Aluminum, Melt, 5,000,000-Btus Input; 2,000(degree)F Maximum
      Temperature, Gas Fired; with Epic Burners; North American Control Panel,
      with Digital Temperature Controllers; and Single-Swing Open Door;
      (Refractory Brick Replaced 1994; Refractory Brick Rebuilt 2001)

1-    Amcor Injecta Model II Fluxing Machine, S/N 66-201, (1966); with Kozma
      Gas-Fired Charging Stand; Carts; and Tanks

      DIE CAST AREA

1-    Miller-Moorehead Machinery 60-Ton Trim Press, S/N 1169; Hydraulic, 4-Post,
      90" x 32" Between Posts

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press; 4-Post, Downacting, 26"
      x 42" Between Posts; with Self-Contained Hydraulic Power Supply; and
      Safety Light Curtains; (Remanufactured By Keystone In 2000)

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown; with Powered Cleated
      Belt Infeed Conveyor

1-    K.R. Wilson Model DCT-38 38-Ton Trim Press, S/N 10980-001, (1985);
      Hydraulic, 4-Post, Downacting, 40" x 26" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown, Asset #4

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press, S/N Unknown; 4-Post,
      Downacting, Estimated 26" x 42" Between Posts; with Self-Contained
      Hydraulic Power Unit; and Safety Light Curtain



1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N Unknown

1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N MP-94-5-4-96-A2,
      (1996); Job #3822

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8583, Asset #7,
      (1983); (Remanufactured By EPCO In 1994); Epco S.O. #9429, T-Slot Platen,
      Interface Shot End, Solid Frame Shot End Connection; with Safety Ratchets;
      Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC Controls; Visi
      Trak True Trak 2020 Monitor; and Analysis System, To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler
            (1)   Onex (1) Mesh Belt Air Cooling Conveyor
            (1)   Manufacturer Unknown 1,500-Lb. Gas-Fired Holding Furnace

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N ER-1822S-96-C8,
      (1996); Job #3814

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8760, Asset #8;
      (Estimated 1960s); Epco S.O. # 9056; (Remanufactured by EPCO 1990); T-Slot
      Platens, Interface Shot End, Solid Frame Shot End Connection; with Safety
      Ratchets; Solid Frame Tie Bar Pullers; Hydraulic Ejector; and Vickers
      SCS-2000 Shot Control System; To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Model 305 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 500-Lb. Gas Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor 1- Roto-Finish Model
                  Spiratron 72"D Vibratory Finisher, S/N Unknown

1-    Lester 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N 808, Asset #9,
      (1964); (Remanufactured By EPCO In 1991); Epco S.O. #9137, 50"V x 50"TH
      T-Slot Platen, 35"H x 36"V Die Clearance, 18" Minimum Daylight, 36"
      Maximum Daylight, 0-10-Shot Position, 28" Stroke, Motorized Die Height
      Adjustment, Closed Loop Shot End, 3-Bar Shot End Connection; with Safety
      Ratchets; Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC
      Controls; and Vickers SCS-2000 Shot Control System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Model 465 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 1,000-Lb. Gas-Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    E. A. Doyle Model DVP-30-3042 30-Ton Trim Press, S/N 3042-779-236, (1979);
      Hydraulic, 4-Post, Downacting, 30" x 42" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown



1-    Lester 600-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8096, Asset
      #11; (Remanufactured By EPCO In 1991); Epco S.O. #9136, 47"V x 40"TH
      T-Slot Platen, 28.5"H x 28.5"V Die Clearance, 18" Minimum Daylight, 28"
      Maximum Daylight, 0-6-Shot Position, 17.5" Stroke, Motorized Die Height
      Adjustment, Interface Shot End, Solid Frame Shot End Connection; with
      Safety Ratchets; Hydraulic Ejector; Visi-Track True Trak 2020 Monitor, and
      Analysis System, To Include:
            (1)   Shotbeads Sprayer
            (1)   Rimrock Automatic Extractor
            (1)   Snair Automatic Ladler
            (1)   Manufacturer Unknown 800-Lb. Gas-Fired Holding Furnace;
                  (FURNACE CURRENTLY IN MAINTENANCE; CURRENTLY NOT IN SERVICE;
                  OPERABLE)
            (1)   B.C. Fabricators Steel Mesh Belt Air Cooling Conveyor

1-    Lester 1,200-Ton Aluminum Cold Chamber Die Cast Machine, S/N 15966, Asset
      #12, (1964); (Shot End Rebuilt In 2000); 65"V x 65"TH T-Slot Platen, 42"H
      x 42"V Die Clearance, 10.2" Minimum Daylight, 30" Maximum Daylight,
      2-12-Shot Position, 30" Stroke, Interface Shot End, 2-Bar Shot End
      Connection; with Safety Ratchets; Visi Trak True Trak 2020SX Monitor, and
      Analysis System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler (MAINTENANCE SHOP)

            (1)   Seco/Warwick 3200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
                  FSR-955-95; 47"W x 81-1/2"L x 18"H, 2,000(degree)F Maximum
                  Temperature; with Digital Temperature Controller
            (1)   Steel Mesh Belt Air Cooling Conveyor (SCRAP)
      (CURRENTLY NOT IN SERVICE; INOPERABLE)

1-    Sweco 60"D Vibratory Finisher, S/N Unknown; with Soundproof Lid

1-    New Holland Chip Wringer, S/N Not Available; 24" Diameter x 16" Depth

1-    Platnick Bridge Crane, S/N 98025, (1998); 7-1/2 Ton x 60' Span, Single
      Girder, Top Running, Overhead, Electric, Traveling; with Konecranes Model
      XL400 Electric Cable Hoist; and Pendant Control

1-    Platnick 5-Ton Bridge Crane, S/N 95037, (1995); 60' Span, Single Girder,
      Top Running, Overhead, Electric, Traveling; with Konecranes Model XL300
      Electric Cable Hoist; and Pendant Control

1-    Kitamura Model Mycenter-0 Vertical Machining Center, S/N 75257, Asset
      #5104, (1997); Dual, 12" x 18", 1" Tables, 130-Lb. Table Load Capacity,
      12" X-, 10" Y-, and 12" Z-Axis Travel, 5.3" to 17.3" Distance From Table
      Surface to Spindle Nose, 7.8" to 17.8" Distance From Column to Table
      Center Line, #30 Taper, 80 to 8,000-rpm Spindle Speeds, 3 hp Spindle
      Drive; with Spare Changer Automatic Pallet Changer; 16-Position Automatic
      Tool Changer, with Asst. #30 Taper Tool Holders; Kitamura Yasnac CNC
      Controls; and (2) Model 10 HC Custom Designed and Fabricated 10-Cell Multi
      Collet Work Hold Fixtures



3-    3-Ton Jib Cranes; Each with 3-Ton Capacity Chain Hoist, Pendant Controlled

1-    Spanco 5-Ton Jib Crane, S/N 0208205; with Shaw-Box 5-Ton Capacity Cable
      Hoist, Pendant Controlled

1-    5-Ton Jib Crane; with Wright 5-Ton Capacity Chain Hoist, Manual

1-    Pangborn Model RG Rotoblast Shot Blast Machine, S/N 140-2RG1-681; 22" x
      30", Tumblast; with Reclaim Elevator; and Hammond Model DK-1055
      (Duskolector) Bag-Type Dust Collector, 4-Bag; (Overhauled In June 2003)

1-    BAC Model VTO-065-J Cooling Tower, (2003); Rooftop Mounted

      MACHINING

1-    Jet Model JDP-20MF 20" Single-Spindle Floor-Type Drill, S/N 7030560

1-    Mfr. Unknown 16" Single-Spindle Floor-Type Drill; with Multi-Spindle Drill
      Head

1-    Delta Rockwell 16" Single-Spindle Floor-Type Drill

1-    8" Single-End Wire Wheel Buffer

1-    Clausing Model 1667 16" 2-Spindle Production Drill, S/N 517856

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522795,
      (1992)

1-    Clausing Model 1635 16" 4-Spindle Production Drill, S/N 118087

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 345, Asset #5,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z-Axis Travel, 120 to
      12,000-rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control

1-    Denison Model R065LC26ID266C218A59S220 6-Ton C-Frame Press, S/N 21063,
      (1968)

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 439, Asset #4,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z- Axis Travel, 120
      to 12,000 rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control;
      and Haas Rotary Indexer

1-    Starrett Granite Surface Plate; 18" x 24" x 4" Table Size

1-    Starrett 12" x 18" x 4" Granite Surface Plate

1-    Manufacturer Unknown Aluminum Belt Sander; 3" Belt; with Dust Collector



1-    Mid-West Tool Custom Designed and Fabricated Brushing Press, S/N 246

1-    Clausing Model 2224 20" Single-Spindle Production Drill, S/N 106932

1-    Custom Designed & Fabricated Horizontal and Vertical Drilling Machine;
      with Production Table

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N G03599,
      (1987)

1-    Enco Model DS-20 20"D Disc Sander, S/N 8160, (1984), 2 hp; (Currently Not
      in Service; Operable)

1-    Bridgeport Vertical Milling Machine, S/N J107727, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 42" Table

1-    Gorton Drill Grinder, S/N Unknown

1-    Specially Manufactured Horizontal Drilling Machine

1-    Specially Manufactured Horizontal Drilling Machine

1-    Bridgeport Vertical Milling Machine, S/N J15328, 1 hp; 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Clausing Model 1667 16" Single-Spindle Production Drill, S/N 516547

1-    Takisawa Model TC-2 CNC Lathe, S/N THRMU5947, (1985); 7.37 hp, 20" Swing;
      with 8-Position Turret; and Fanuc CNC Controls

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71840-5; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71729-3; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Mitutoyo 48" x 72" x 10" Granite Surface Plate, S/N 2505-1

1-    Lot of Factory and Support Equipment For BOTH MACHINING AND TOOL ROOM

1-    Hitachi Seiki Model HT20SII CNC Turning Center, S/N 2843, Asset #785,
      (1995), 15 hp; CNC, 2-Axis, 5,000-rpm Spindle Speeds, 15" Maximum Swing,
      8-1/4" Maximum Turning Diameter, 15" Maximum Turning Length, 2" Bar
      Capacity; with 10-Position Turret; Collet Chuck; Aercology Mist Collector;
      Elevated Chip Conveyor; and Seiki Multi CNC Control

1-    Sugino Model ES2-2-3060 Self Feeder, S/N J11DA301219, (2004); with Collet



      Chuck; and Level Clamp

1-    Ultraline 6" W x 6' L Inclined Nose Over Conveyor, (2004); Variable Speed

1-    Powermatic Model 1100 Drill Press, S/N 0-1186-1

      TOOLROOM

1-    Wellsaw Model 1118 Horizontal Band Saw, S/N 2599; 30" Part Width Capacity,
      12" Throat

1-    Carlton 3' x 10"D Radial Arm Drill, S/N Unknown; 36 to 1,500-rpm Spindle
      Speeds; with 18" x 24" Drill Box Table; and 36" x 42" T-Slot Platform, 30"
      Vertical Travel

1-    Coffing 3-Ton Chain Hoist; Pendant Controlled

1-    Dake Model 75H 75-Ton Capacity Hydraulic H-Frame Press, S/N 140208,
      (1960); 44" Between Posts

1-    Lincoln Model Tig 300/300 300-Amp. Welder, S/N AC-586982, (1984); with
      Dyna-Flux Chiller

1-    Lincoln Model Square Wave Tig 175 175-Amp. Welder, S/N 01330-41980612459,
      (1988)

1-    Bridgeport Variable-Speed Vertical Milling Machine, S/N 133804, (1951); 60
      to 4,200-rpm Variable Spindle Speeds, 9" x 48" Table; with Bausch & Lomb
      Acu-Rite II 3-Axis Digital Readout; and Machinists Vise

1-    Bridgeport Vertical Milling Machine, S/N 58781, (1962), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table; with Teledyne Gurley Pathfinder
      2-Axis Digital Readout

1-    Bridgeport Vertical Milling Machine, S/N 105568, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table

1-    South Bend Model CL8117C Toolroom Lathe, S/N 8668HKX12; 16" Swing, 52"
      Bed, 38" Between Centers, 1-1/2" Hole Through Spindle; with Threading
      Attachment

1-    Millport Model SJ-1760G Engine Lathe, S/N 840517, (1984); 17" Swing, 80"
      Bed, 60" Between Centers, 2" Hole Through Spindle; with Threading
      Attachment

1-    Standard-Modern Model Utilathe Series 2000 Toolroom Lathe, S/N 3873; 50 to
      1,500-rpm Spindle Speeds, 13" Swing, 42" Bed, 30" Between Centers, 1-1/2"
      Hole Through Spindle

1-    Cincinnati Bickford Model Super Service 28" Single-Spindle Production
      Drill, S/N 3L414; 14" Throat, 18" x 28" T-Slot Worktable; with Machinists
      Vise



1-    Motor-Avey Model MA6 Single-Spindle Production Drill, S/N MA581; 12"
      Throat, 21" x 22" Worktable

1-    Grob Model NS18 18" Vertical Band Saw, S/N 7311, (1953); 24" x 24"
      Worktable; with Blade Welding and Grinding Attachment

1-    Supermax Model YC-2VA Vertical Milling Machine, S/N 061165, (1983), 2 hp;
      75 to 3,600-rpm Spindle Speeds, 8" x 42" T-Slot Worktable, Belt-Driven
      Head; with Yeong Chin Control

1-    Wilson Rockwell Model 40UR Hardness Tester, S/N 2233-1285

1-    Parts Washer; 22" x 32"

1-    Starrett 16" x 24" x 4" Granite Surface Plate, S/N 619755

1-    Johnson Model 142L Gas-Fired Furnace, S/N 2846; 180-BTU Maximum Input

1-    Chevalier Model FSG-618 Surface Grinder, S/N A277A040, 1 hp; Hand Feed, 8"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Baldor 6" Double-End Carbide Tool Grinder

1-    Gorton Model 375 Drill Grinder

1-    Abrasive Machine Tool 6" x 18" Surface Grinder, S/N 317; Hand Feed, 12"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Covel 10" x 16" Surface Grinder, S/N 17H-5022; Hydraulic Feed, 12"
      Grinding Wheel; with 10" x 16" Permanent Magnetic Chuck

1-    Lincoln Model DS-20 20"D Disc Sander, S/N 402000, (1994), 2 hp; 1,720
      Maximum rpm

1-    Grieve Model B1-650 Bake Oven, S/N 14188; Drive-In, 64"W x 80"D x 82"H

1-    Zero Model BNP55-6 2-Hole Spin Blast Cabinet, S/N 22535; 42"L x 24"D x
      30"H; with Dust Collector

1-    Atlas Copco Model GAU707 Rotary Screw Air Compressor, S/N ARP878018,
      (1987), 75 hp; with Vertical Air Receiver Tank; and Arrow Pneumatics
      Compressed Air Dryer

1-    Ingersoll-Rand Model SSR Rotary Screw Air Compressor, S/N N0293, (1993),
      50 hp; 44,514 Hours Indicated; with Vertical Air Receiver Tank

1-    Atlas Copco Model GA55 Rotary Screw Air Compressor, S/N Unknown, 75 hp;
      Approximately 50 hp; 181 Maximum psig, 57,650 Hours Indicated



1-    Hankison Model HPRP500 Air Dryer, S/N WH500A4600006110; 200 Maximum psig

1-    Van Air Model EMD400-A 400 CFM Air Dryer, S/N 97-7948K-4, (1997), 2 hp;
      350 Maximum psig

1-    Sullair Model LS20-100SL/W/SUL Rotary Screw Air Compressor, S/N
      003-122520, (2000), 100 hp; 110 Maximum psig

1-    Manufacturer Unknown 30"D x 48"L x 7"H Granite Surface Plate, S/N 1129

1-    Harig Model Super 612 6" x 12" Surface Grinder, S/N 47019, (2003);
      w/Accu-Rite Qwick Count DRO

1-    Milwaukee Model MWK-4210-1 Magnetic Drill, (2000)

      MATERIAL HANDLING

1-    Yale Model GLC030BFNUAE076 3,000-Lb. LP Gas Lift Truck, S/N A809N05573V,
      (1998); 171" Lift Height, 3-Stage Mast, Solid Tire, 5,310 Hours Indicated;
      with Side Shift

1-    Hyster Model J35B 3,500-Lb. Electric Lift Truck, S/N BI60V02518N, (1992);
      118" Lift Height, 2-Stage Mast, Solid Tire, 6,975 Hours Indicated; with
      Side Shift

1-    Yale Model ESC020ABN24SV083 2,000-Lb. Stand-Up Rider-Type Electric Lift
      Truck, S/N A824N06364U, (1997); 126" Lift Height, Single Mast, Solid Tire,
      1,945 Hours Indicated

1-    Clark Model GCX25 5,000-Lb. LP Gas Lift Truck, S/N CX2300588-8805KOF,
      (1992); 205" Lift Height, Solid Tire, 4,401 Hours Indicated; with Side
      Shift

1-    Hyster Model S120E 12,000-Lb. Capacity LP Gas Lift Truck, S/N C004D08624G,
      (1986); 182" Lift Height, 3-Stage Mast, Solid Tire, 5,477 Hours Indicated

2-    Big Joe Model 52A Die Lifts, S/N 1120; and S/N Unknown

1-    Big Joe Model 29727S 1,000-Lb. Capacity Electric Die Lift

5-    Lexco Die Lift Tables; 30" x 30"

1-    Presto Model M366 1,000-Lb. Capacity Die Lift, S/N 70552; 18" Load Center

1-    Factory Cat Model 34 Walk-Behind Electric Floor Scrubber, S/N 34-11309

1-    Nissan Model GYM02L258 5,000-Lb. Electric Lift Truck, S/N JYM02-001644,
      (1998); 187" Lift Height, Solid Tire



      MISCELLANEOUS

1-    Denison Model R065LC261D266C218A59 6-Ton Trim Press, S/N 21108, Asset #22,
      (1969); Hydraulic, Gap Frame; (Out of Service)

1-    Denison Model S065MC261D267C221A59S206 6-Ton Trim Press, S/N 20642, Asset
      #18, (1967); Hydraulic, Gap Frame; (Out of Service)

1-    Lot of Miscellaneous Machine Accessories and Factory Equipment, To
      Include: Jib Cranes; Wire Tainers; Pallet Jacks; Work Benches; Shop
      Furniture; Pallet Rack; Dump Hoppers; Bench Vises; Miscellaneous Hand and
      Power Tools; Miscellaneous Spare and Repair Parts; Miscellaneous Not in
      Use Equipment; Storage Cabinets; Fans; Pipe Threader; Oxy Acetylene Torch
      Sets; Floor Sweeper; Miscellaneous Maintenance Equipment; QPC Mold
      Temperature Controllers; QPC Water Cooling Towers; Cooling Carousel;
      Ladders; Miscellaneous Inspection Equipment; Miscellaneous Secondary
      Equipment; Rotary Shrink Wrapper; Battery Chargers; Miscellaneous
      Perishable Tooling; Lockers; Cafeteria Furniture; etc.

1-    Tennant Model 6080 Walk-Behind Electric Floor Scrubber, S/N Unknown; 1,091
      Hours Indicated

1-    Kard Model TP-30-4 30-Ton Press, S/N TK-1064; (Currently Not In Service)

1-    Denison Model GC10C09C23A68A61A46 10-Ton Press, S/N 6484-A54S05, 7-1/2 hp

1-    Denison 8-Ton Press, S/N Unknown; Estimated 8 Ton Capacity

1-    Denison 6-Ton Press

1-    Ridgid Model 500 Pipe Threader, S/N Unknown

1-    Weldotron Model 7121 7-kW Shrink Tunnel, S/N EL84471; Electric, 14"; (Not
      In Service)

1-    Sioux Model 180C Steam Cleaner, S/N 9907031, (1999); 30,000 Btus

1-    Delta 2,200-psi Pressure Washer, S/N Unknown; with 4.5 hp Honda Model
      GCV135 Gasoline Engine

1-    Clausing Model 1637 Drill Press, S/N 115789; 8" Throat

1-    Lot of Machinery and Equipment Stored in Warehouse, To Include: Drill
      Presses; Disc Sanders; Arbor Presses; Dust Collectors; etc.

1-    Lot of Office Furniture and Business Machines

1-    Genie Model Z25-8 25' Aerial Lift, S/N 188, (2000); 500-Lb. Capacity



1-    Tiocco Model T-3000-FRS Hydraulic Fluid Filter, (2003)

1-    Ingersoll-Rand Model 2545E10VFP 35-CFM Reciprocating Air Compressor, S/N
      0308080102, (2003), 10 hp; with Air Cooled Aftercooler

      MAINTENANCE

1-    Demco Model KE Floor-Type Drill, S/N 43063; 9" Throat, 16" x 16" Worktable

1-    Manufacturer Unknown H-Frame Press, S/N Unknown; 28" Between Posts; with
      Enerpac Hydraulic Press

1-    Lincoln Model Power Mig 200 200-Amp. Welder, S/N K1766-1 10564
      M1011020568; 200 Amps @ 30% Duty Cycle; with Cart

1-    Milwaukee Model 6175 Cut-Off Saw, S/N 99111774; 16"D Grinding Wheel

1-    Manhattan Model 951230 Floor-Type Drill, S/N 58289, 1/2 hp; 8" Throat,
      14"D Worktable

1-    Lincoln Model Idealarc 250 250-Amp. Welder, S/N AC-307876, (1973); 140
      Amps @ 100% Duty Cycle

1-    Apex 16"D Disc Sander, 3 hp; Model and S/N Unknown;

1-    Lot of Factory and Support Equipment

      QC LAB

1-    Starrett 36"D x 48"L x 8"H Granite Surface Plate

1-    Arun Technologies Model Series 2000 Spectrometer; with Monitor; and
      Printer

1-    Phillips Model PRS-150 X-Ray Machine; with X-Ray Booth; Power Supply;
      Model MGC-23 Controls; and Ikegami Monitor

1-    Gauge Master Model Series 80-89/GMX 22" Optical Comparator, S/N 3772590,
      (1993); with Gage Master GMX 2-Axis Digital Readout

1-    Brown & Sharpe Model MicroXcel UHA Coordinate Measuring Machine, S/N
      1196-3431, (1996); 28" X-, 45" Y-, and 25" Z-Axis Travel, 33" x 53" x 4"
      Granite Worktable; with Renishaw PH9A Probe; PC Controls; and Brown &
      Sharpe Software

1-    Manufacturer Unknown 48"D x 60"L x 8"H Granite Surface Plate

1-    Sheffield Model Cordax 1808 Coordinate Measuring Machine, S/N 249671085;
      27" X-, 25" Y-, and 17" Z-Axis Travel, 30"D x 54"L x 8"H Granite Surface
      Plate; with Renishaw TP1S Probe; Digital Readout; and Smart Terminal
      Software, Version 2



1-    Lot of Miscellaneous QC Lab Equipment, To Include: Edmunds Air Gauges; Pin
      Gauge Sets; Gauge Block Sets; Height Gauges; Laser Mike; Video Camera;
      Furnishings; PC's; Micrometers; Plotter; Blue Print Copier; Plug Gauges;
      etc.

1-    Hewlett Packard Model 7595A Draftmaster I Plotter, S/N 2644A00891

1-    Visi-Trak Model True Trak 2020/M91-6002 Monitor and Analysis System, S/N
      95002

1-    3M Model 500 Microfilm Reader/Printer

      OFFICE

1-    Lot of Office Furniture and Business Machines, To Include, But Not Limited
      To: Desks; Chairs; File Cabinets; Tables; Televisions; Overhead
      Projectors; Calculators; Typewriters; Teleconferencing Equipment;
      Cabinets; Partitions; Breakroom Furniture; etc.

1-    Lot of Computer and Peripheral Equipment, To Include: Personal Computers;
      File Servers; Monitors; Printers; Facsimile Machines; Photocopiers;
      Network Communications Equipment; etc.

      WAREHOUSE

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2494, (1968);
      (Remanufactured By EPCO In 2000), with Light Curtain

1-    Keystone 30-Ton Trim Press, S/N 3904, (1995); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts; with Self-Contained Hydraulic Power Supply (Not
      in Service; Operable)

1-    Keystone 35-Ton Trim Press, S/N 005, (1987); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts

1-    Denison Model S065MC281C221C224 6-Ton Trim Press, S/N 15884-A72A59,
      (1960), 5 hp; Hydraulic, Gap Frame, 18" Daylight, 7" Throat, 12" Stroke,
      3.25" Cylinder Bore

1-    Denison Model GC10C09C23A68A61A46 10-Ton Trim Press, S/N 6483-A54S05,
      (1951); Hydraulic, Gap Frame (Currently Not in Service; Operable)

1-    Denison Model 6484 10-Ton Trim Press; Hydraulic, Gap Frame

1-    Denison Model GC10C61D15A68 10-Ton Trim Press, S/N 13825; Hydraulic, Gap
      Frame

2-    Mid-West Tool 6-Station Indexing Machining Centers, S/N 273; Each Station
      with (2)



      Sugino Drill Heads; and Allen-Bradley Model PanelView 550 PLC
      Controls; (1 Located Off Site)

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2629, (1970); Hydraulic,
      4-Post, 24" x 36" Between Posts; (Remanufactured 2000)

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N Not
      Available

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522805,
      (1992)

1-    Clausing Floor-Type Drill; (Tags Painted)

1-    Bridgeport Vertical Milling Machine, S/N J97046, (1955); 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Spin Blast Shot Blast Machine; Spinner Hanger Type, 60" x 48" x 72", 6,428
      Hours Indicated; with Reclaim and Outside Dust Collector; (Currently Not
      in Service; Operable)

1-    Clark Model GCS20MB 4,000-Lb. LP Gas Lift Truck, S/N G138MB-1127-6920KOF,
      (1987); 188" Lift Height, Solid Tire;
      (CURRENTLY NOT IN SERVICE; NOT OPERABLE)

1-    Dayton Model 6H011B 1,400-psi Steam Cleaner, S/N C24015;
      2.2-Gallons/Minute, 229,000-Btus/Hour



                                    EXHIBIT A

                        RELEASE AND TERMINATION OF LIENS

      Reference is hereby made to the Amended and Restated Loan and Security
Agreement, dated as of December 18, 2003, by and among Lexington Precision
Corporation ("LPC") and Lexington Rubber Group, Inc. ("LRG"), as Borrowers (LPC
and LRG, each a "Borrower" and, collectively, the "Borrowers"), Wachovia Bank,
National Association, successor by merger to Congress Financial Corporation, as
Agent (in such capacity the "Secured Party"), The CIT Group/Business Credit,
Inc., in its capacity as co-agent (in such capacity, "Co-Agent"), and the
lenders from time to time party thereto (the "Lenders"), as amended (as the same
now exists and is amended hereby or may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement").
The Secured Party, on behalf of itself and the Lenders, holds a security
interest in and lien on the assets and property of LPC. Secured Party and the
Lenders have been advised that LPC is selling, conveying, transferring and
assigning to Premier Tool & Die Cast Corp. or an affiliate thereof ("Buyer")
certain assets consisting of the equipment and inventory listed on Schedule I
attached hereto ("Purchased Assets"), located at LPC's Lexington Die Casting
Division in Lakewood, New York. As a condition to such proposed sale, Secured
Party is required to release all liens on such Purchased Assets.

      1. Release of Security Interest. Secured Party hereby releases, terminates
and discharges its security interests in and liens of any nature whatsoever on
the Purchased Assets, subject to the satisfaction of the conditions precedent
set forth in Section 2 hereof; provided, that, nothing contained herein or
otherwise shall be deemed a release or termination by Secured Party of any
security interests in and liens upon any assets of any Borrower other than the
Purchased Assets, all of which shall continue in full force and effect. Except
as specifically set forth herein, nothing contained herein shall be construed in
any manner to constitute a waiver, release or termination or to otherwise limit
or impair any of the obligations or indebtedness of any Borrower or any other
person or entity to Secured Party and Lenders, or any duties, obligations or
responsibilities of Borrowers or any other person or entity to Secured Party and
Lenders.

      2. Conditions Precedent. The release, termination and discharge of all
security interests in and liens on the Purchased Assets, shall be effective,
without further action by Secured Party, upon the receipt by Secured Party of
the sum of $2,452,000, from or on behalf of Buyer, in immediately available
funds, in the bank account of Secured Party listed on Schedule II hereto.

      3. Further Assurances. In furtherance of the foregoing, and without
limiting the generality of the same, Secured Party agrees to execute and
deliver, after the conditions precedent set forth in Section 2 has been
satisfied, such termination statements, lien releases, instruments of
satisfaction and other documents and instruments and take such further actions
as may be reasonably requested by Buyer to release of record any Liens of
Secured Party on the Purchased Assets and to give effect to the release and
termination provided for herein. After the condition precedent set forth in
Section 2 has been satisfied, the Secured Party hereby agrees that it will file,



at the Borrowers' sole cost and expense, the UCC financing statement amendments
in the form attached hereto as Annex A.

      4. Miscellaneous. Delivery of an executed counterpart of this Release and
Termination of Liens by facsimile or electronic mail shall be equally effective
as delivery of a manually executed counterpart.

      IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of August __, 2005.

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    successor by merger to Congress
                                    Financial Corporation, as Secured
                                    Party and on behalf of the Lenders

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________



                                                                    EXHIBIT 10-7

                                   SCHEDULE I
                                       TO
                                     RELEASE
                                PURCHASED ASSETS

1. All inventory of Lexington Precision Corporation's Die Casting Division
consisting of metals, packaging and pallets located in Lakewood, New York, to
the extent sold to Buyer pursuant to the Purchase Agreement.

2. The following machinery and equipment:

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R95356/64-088, including:
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Advance Model SL-1200 Automatic Ladler, S/N 31524-98, (1998)
      (1)   Rimrock Multi-Link Extractor
      (1)   MPH 5,000-Lb. Gas-Fired Holding Furnace, S/N 6094-82; with
            Temperature Controls

One (1) HPM Model D-1000-A 1,000-Ton Aluminum Cold Chamber Die Cast Machine, S/N
R98176/65-151, including
      (1)   Rimrock Multi-Link Auto Reciprocator/Die Sprayer
      (1)   Rimrock Model 305 Multi-Link Automatic Ladler
      (1)   Rimrock Multi-Link Extractor
      (1)   Firebrand 3,500-Lb. Gas-Fired Holding Furnace, S/N 9038, with
            Temperature Controls

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0008 including:
      (1)   Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32070-99
      (1)   ABB Type IRB4400-M98 Industrial Robot, S/N 44-12809
      (1)   O'Brien/Gere Model PD512-00 3,500-Lb. Gas-Fired Holding Furnace, S/N
            20006-01

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine,
DA0011, including:
      Advance Model SR-1150 Automatic Reciprocator/Die Sprayers
      Advance Model SL-1500 Automatic Ladler, S/N 3019-00
      (1)   ABB IRB4400 M2000 Industrial Robot, S/N 44-20742
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-954-95

One (1) Idra Model OL-700 770-Ton Aluminum Cold Chamber Die Cast Machine, S/N
7187 including:
      (1)   Rimrock Automatic Extractor/Die Sprayer
      (1)   Rimrock Ladler S/N C10113
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            FSR-956-95

One (1) Idra Model OL-700 IDRP 770-Ton Aluminum Cold Chamber Die Cast Machine,
S/N 6932, including:
      (1)  Rimrock Automatic Extractor/Sprayer
      (1)  Rimrock Model 405 Automatic Ladler, S/N 6231
      (1) O'Brien & Gere Model ND514-99 1,500-Lb. Gas Fired Aluminum Holding
      Furnace, S/N 20017

One (1) Prince Model 836 CCA 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N
DA1038, including:
      (1)   Advance Model SR1150 Automatic Reciprocator/Die Sprayer, S/N 3018-00



      (1)   Advance Model SL-1500 Automatic Ladler, S/N 32101-00
      (1)   ABB Type IRB4400M2000 Industrial Robot, S/N 44-21383
      (1)   Seco/Warwick 3,200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
            F-628-95



      MELT ROOM

1-    O'Brien & Gere Model MD127-98 Melt Furnace, S/N 99004-1, Asset #3, (1999);
      Vertical, Stack Type; with 84" x 48" x 24" Deep Conveyor Shaker; Mayfran
      36"W x 15"L Elevated Scrap Conveyor, with Stack Shaker; Gas-Fired
      Stack-Type Melting Furnace, 72"D x 60"H, with (3) Burners, Rotating Base,
      Structural Steel Supports, and Mezzanine; Operator Control Panel, with
      Allen-Bradley Model PanelView 550 PLC Controls; and Digital Temperature
      Controllers

1-    MPH Model ACM-2000 20,000-Lb. Capacity Reverberatory Furnace, S/N 3978-79,
      Asset #2, (1979); Aluminum, Melt, 5,000,000-Btus Input, 2,000(degree)F
      Maximum Temperature, Gas Fired; with Epic Burners; North American Control
      Panel, with Digital Temperature Controllers; and Single Door, with
      Pneumatic Lift; (Refractory Brick Rebuilt 2001)

1-    MPH Model ACM-2000 20,000-Lb. Reverberatory Furnace, S/N 856-74, Asset #1,
      (1974); Aluminum, Melt, 5,000,000-Btus Input; 2,000(degree)F Maximum
      Temperature, Gas Fired; with Epic Burners; North American Control Panel,
      with Digital Temperature Controllers; and Single-Swing Open Door;
      (Refractory Brick Replaced 1994; Refractory Brick Rebuilt 2001)

1-    Amcor Injecta Model II Fluxing Machine, S/N 66-201, (1966); with Kozma
      Gas-Fired Charging Stand; Carts; and Tanks

      DIE CAST AREA

1-    Miller-Moorehead Machinery 60-Ton Trim Press, S/N 1169; Hydraulic, 4-Post,
      90" x 32" Between Posts

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press; 4-Post, Downacting, 26"
      x 42" Between Posts; with Self-Contained Hydraulic Power Supply; and
      Safety Light Curtains; (Remanufactured By Keystone In 2000)

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown; with Powered Cleated
      Belt Infeed Conveyor

1-    K.R. Wilson Model DCT-38 38-Ton Trim Press, S/N 10980-001, (1985);
      Hydraulic, 4-Post, Downacting, 40" x 26" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown, Asset #4

1-    Manufacturer Unknown 35-Ton Hydraulic Trim Press, S/N Unknown; 4-Post,
      Downacting, Estimated 26" x 42" Between Posts; with Self-Contained
      Hydraulic Power Unit; and Safety Light Curtain



1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N Unknown

1-    Roto-Finish Model Multi-Pass 96"D Vibratory Finisher, S/N MP-94-5-4-96-A2,
      (1996); Job #3822

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8583, Asset #7,
      (1983); (Remanufactured By EPCO In 1994); Epco S.O. #9429, T-Slot Platen,
      Interface Shot End, Solid Frame Shot End Connection; with Safety Ratchets;
      Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC Controls; Visi
      Trak True Trak 2020 Monitor; and Analysis System, To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler
            (1)   Onex
            (1)   Mesh Belt Air Cooling Conveyor
            (1)   Manufacturer Unknown1,500-Lb. Gas-Fired Holding Furnace

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N ER-1822S-96-C8,
      (1996); Job #3814

1-    Lester 700-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8760, Asset #8;
      (Estimated 1960s); Epco S.O. # 9056; (Remanufactured by EPCO 1990); T-Slot
      Platens, Interface Shot End, Solid Frame Shot End Connection; with Safety
      Ratchets; Solid Frame Tie Bar Pullers; Hydraulic Ejector; and Vickers
      SCS-2000 Shot Control System; To Include:
            (1)   Rimrock Extractor/Sprayer
            (1)   Rimrock Model 305 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 500-Lb. Gas Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    Roto-Finish Model Spiratron 72"D Vibratory Finisher, S/N Unknown

1-    Lester 800-Ton Aluminum Cold Chamber Die Cast Machine, S/N 808, Asset #9,
      (1964); (Remanufactured By EPCO In 1991); Epco S.O. #9137, 50"V x 50"TH
      T-Slot Platen, 35"H x 36"V Die Clearance, 18" Minimum Daylight, 36"
      Maximum Daylight, 0-10-Shot Position, 28" Stroke, Motorized Die Height
      Adjustment, Closed Loop Shot End, 3-Bar Shot End Connection; with Safety
      Ratchets; Hydraulic Ejector; Allen-Bradley Model PanelView 550 PLC
      Controls; and Vickers SCS-2000 Shot Control System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Model 465 Multi-Link Automatic Ladler
            (1)   Manufacturer Unknown 1,000-Lb. Gas-Fired Holding Furnace
            (1)   Steel Mesh Belt Air Cooling Conveyor

1-    E. A. Doyle Model DVP-30-3042 30-Ton Trim Press, S/N 3042-779-236, (1979);
      Hydraulic, 4-Post, Downacting, 30" x 42" Between Posts; with
      Self-Contained Hydraulic Power Supply

1-    Roto-Finish 96"D Vibratory Finisher, S/N Unknown



1-    Lester 600-Ton Aluminum Cold Chamber Die Cast Machine, S/N 8096, Asset
      #11; (Remanufactured By EPCO In 1991); Epco S.O. #9136, 47"V x 40"TH
      T-Slot Platen, 28.5"H x 28.5"V Die Clearance, 18" Minimum Daylight, 28"
      Maximum Daylight, 0-6-Shot Position, 17.5" Stroke, Motorized Die Height
      Adjustment, Interface Shot End, Solid Frame Shot End Connection; with
      Safety Ratchets; Hydraulic Ejector; Visi-Track True Trak 2020 Monitor, and
      Analysis System, To Include:
            (1)   Shotbeads Sprayer
            (1)   Rimrock Automatic Extractor
            (1)   Snair Automatic Ladler
            (1)   Manufacturer Unknown 800-Lb. Gas-Fired Holding Furnace;
                  (FURNACE CURRENTLY IN MAINTENANCE; CURRENTLY NOT IN SERVICE;
                  OPERABLE)
            (1)   B.C. Fabricators Steel Mesh Belt Air Cooling Conveyor

1-    Lester 1,200-Ton Aluminum Cold Chamber Die Cast Machine, S/N 15966, Asset
      #12, (1964); (Shot End Rebuilt In 2000); 65"V x 65"TH T-Slot Platen, 42"H
      x 42"V Die Clearance, 10.2" Minimum Daylight, 30" Maximum Daylight,
      2-12-Shot Position, 30" Stroke, Interface Shot End, 2-Bar Shot End
      Connection; with Safety Ratchets; Visi Trak True Trak 2020SX Monitor, and
      Analysis System, To Include:
            (1)   Rimrock Model 195 Extractor/Sprayer
            (1)   Rimrock Multi-Link Ladler (MAINTENANCE SHOP)

            (1)   Seco/Warwick 3200-Lb. Gas-Fired Aluminum Holding Furnace, S/N
                  FSR-955-95; 47"W x 81-1/2"L x 18"H, 2,000(degree)F Maximum
                  Temperature; with Digital Temperature Controller
            (1)   Steel Mesh Belt Air Cooling Conveyor (SCRAP)
      (CURRENTLY NOT IN SERVICE; INOPERABLE)

1-    Sweco 60"D Vibratory Finisher, S/N Unknown; with Soundproof Lid

1-    New Holland Chip Wringer, S/N Not Available; 24" Diameter x 16" Depth

1-    Platnick Bridge Crane, S/N 98025, (1998); 7-1/2 Ton x 60' Span, Single
      Girder, Top Running, Overhead, Electric, Traveling; with Konecranes Model
      XL400 Electric Cable Hoist; and Pendant Control

1-    Platnick 5-Ton Bridge Crane, S/N 95037, (1995); 60' Span, Single Girder,
      Top Running, Overhead, Electric, Traveling; with Konecranes Model XL300
      Electric Cable Hoist; and Pendant Control

1-    Kitamura Model Mycenter-0 Vertical Machining Center, S/N 75257, Asset
      #5104, (1997); Dual, 12" x 18", 1" Tables, 130-Lb. Table Load Capacity,
      12" X-, 10" Y-, and 12" Z-Axis Travel, 5.3" to 17.3" Distance From Table
      Surface to Spindle Nose, 7.8" to 17.8" Distance From Column to Table
      Center Line, #30 Taper, 80 to 8,000-rpm Spindle Speeds, 3 hp Spindle
      Drive; with Spare Changer Automatic Pallet Changer; 16-Position Automatic
      Tool Changer, with Asst. #30 Taper Tool Holders; Kitamura Yasnac CNC
      Controls; and (2) Model 10 HC Custom Designed and Fabricated 10-Cell Multi
      Collet Work Hold Fixtures



3-    3-Ton Jib Cranes; Each with 3-Ton Capacity Chain Hoist, Pendant Controlled

1-    Spanco 5-Ton Jib Crane, S/N 0208205; with Shaw-Box 5-Ton Capacity Cable
      Hoist, Pendant Controlled

1-    5-Ton Jib Crane; with Wright 5-Ton Capacity Chain Hoist, Manual

1-    Pangborn Model RG Rotoblast Shot Blast Machine, S/N 140-2RG1-681; 22" x
      30", Tumblast; with Reclaim Elevator; and Hammond Model DK-1055
      (Duskolector) Bag-Type Dust Collector, 4-Bag; (Overhauled In June 2003)

1-    BAC Model VTO-065-J Cooling Tower, (2003); Rooftop Mounted

      MACHINING

1-    Jet Model JDP-20MF 20" Single-Spindle Floor-Type Drill, S/N 7030560

1-    Mfr. Unknown 16" Single-Spindle Floor-Type Drill; with Multi-Spindle Drill
      Head

1-    Delta Rockwell 16" Single-Spindle Floor-Type Drill

1-    8" Single-End Wire Wheel Buffer

1-    Clausing Model 1667 16" 2-Spindle Production Drill, S/N 517856

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522795,
      (1992)

1-    Clausing Model 1635 16" 4-Spindle Production Drill, S/N 118087

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 345, Asset #5,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z-Axis Travel, 120 to
      12,000-rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control

1-    Denison Model R065LC26ID266C218A59S220 6-Ton C-Frame Press, S/N 21063,
      (1968)

1-    Enshu Model Type DT-CL Vertical CNC Tapping Center, S/N 439, Asset #4,
      (1994); 16" x 27-1/2" Table, 23" X-, 16" Y-, and 16" Z- Axis Travel, 120
      to 12,000 rpm Spindle Speeds, 7.3 hp, #30 Taper; with ENAC-1 CNC Control;
      and Haas Rotary Indexer

1-    Starrett Granite Surface Plate; 18" x 24" x 4" Table Size

1-    Starrett 12" x 18" x 4" Granite Surface Plate

1-    Manufacturer Unknown Aluminum Belt Sander; 3" Belt; with Dust Collector



1-    Mid-West Tool Custom Designed and Fabricated Brushing Press, S/N 246

1-    Clausing Model 2224 20" Single-Spindle Production Drill, S/N 106932

1-    Custom Designed & Fabricated Horizontal and Vertical Drilling Machine;
      with Production Table

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N G03599,
      (1987)

1-    Enco Model DS-20 20"D Disc Sander, S/N 8160, (1984), 2 hp; (Currently Not
      in Service; Operable)

1-    Bridgeport Vertical Milling Machine, S/N J107727, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 42" Table

1-    Gorton Drill Grinder, S/N Unknown

1-    Specially Manufactured Horizontal Drilling Machine

1-    Specially Manufactured Horizontal Drilling Machine

1-    Bridgeport Vertical Milling Machine, S/N J15328, 1 hp; 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Clausing Model 1667 16" Single-Spindle Production Drill, S/N 516547

1-    Takisawa Model TC-2 CNC Lathe, S/N THRMU5947, (1985); 7.37 hp, 20" Swing;
      with 8-Position Turret; and Fanuc CNC Controls

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71840-5; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Seibu Model SNC-200UP Horizontal CNC Chucker, S/N 4-71729-3; 8" Swing, 5"
      x 12" T-Slot Worktable; with Collet Chuck; Fanuc Series O-T CNC Control;
      and Oilmatic Model KTVM-5C-HM1 Automatic Oil Temperature Regulator

1-    Mitutoyo 48" x 72" x 10" Granite Surface Plate, S/N 2505-1

1-    Lot of Factory and Support Equipment For BOTH MACHINING AND TOOL ROOM

1-    Hitachi Seiki Model HT20SII CNC Turning Center, S/N 2843, Asset #785,
      (1995), 15 hp; CNC, 2-Axis, 5,000-rpm Spindle Speeds, 15" Maximum Swing,
      8-1/4" Maximum Turning Diameter, 15" Maximum Turning Length, 2" Bar
      Capacity; with 10-Position Turret; Collet Chuck; Aercology Mist Collector;
      Elevated Chip Conveyor; and Seiki Multi CNC Control

1-    Sugino Model ES2-2-3060 Self Feeder, S/N J11DA301219, (2004); with Collet



      Chuck; and Level Clamp

1-    Ultraline 6" W x 6' L Inclined Nose Over Conveyor, (2004); Variable Speed

1-    Powermatic Model 1100 Drill Press, S/N 0-1186-1

      TOOLROOM

1-    Wellsaw Model 1118 Horizontal Band Saw, S/N 2599; 30" Part Width Capacity,
      12" Throat

1-    Carlton 3' x 10"D Radial Arm Drill, S/N Unknown; 36 to 1,500-rpm Spindle
      Speeds; with 18" x 24" Drill Box Table; and 36" x 42" T-Slot Platform, 30"
      Vertical Travel

1-    Coffing 3-Ton Chain Hoist; Pendant Controlled

1-    Dake Model 75H 75-Ton Capacity Hydraulic H-Frame Press, S/N 140208,
      (1960); 44" Between Posts

1-    Lincoln Model Tig 300/300 300-Amp. Welder, S/N AC-586982, (1984); with
      Dyna-Flux Chiller

1-    Lincoln Model Square Wave Tig 175 175-Amp. Welder, S/N 01330-41980612459,
      (1988)

1-    Bridgeport Variable-Speed Vertical Milling Machine, S/N 133804, (1951); 60
      to 4,200-rpm Variable Spindle Speeds, 9" x 48" Table; with Bausch & Lomb
      Acu-Rite II 3-Axis Digital Readout; and Machinists Vise

1-    Bridgeport Vertical Milling Machine, S/N 58781, (1962), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table; with Teledyne Gurley Pathfinder
      2-Axis Digital Readout

1-    Bridgeport Vertical Milling Machine, S/N 105568, (1967), 1 hp; 80 to
      2,720-rpm Spindle Speeds, 9" x 48" Table

1-    South Bend Model CL8117C Toolroom Lathe, S/N 8668HKX12; 16" Swing, 52"
      Bed, 38" Between Centers, 1-1/2" Hole Through Spindle; with Threading
      Attachment

1-    Millport Model SJ-1760G Engine Lathe, S/N 840517, (1984); 17" Swing, 80"
      Bed, 60" Between Centers, 2" Hole Through Spindle; with Threading
      Attachment

1-    Standard-Modern Model Utilathe Series 2000 Toolroom Lathe, S/N 3873; 50 to
      1,500-rpm Spindle Speeds, 13" Swing, 42" Bed, 30" Between Centers, 1-1/2"
      Hole Through Spindle

1-    Cincinnati Bickford Model Super Service 28" Single-Spindle Production
      Drill, S/N 3L414; 14" Throat, 18" x 28" T-Slot Worktable; with Machinists
      Vise



1-    Motor-Avey Model MA6 Single-Spindle Production Drill, S/N MA581; 12"
      Throat, 21" x 22" Worktable

1-    Grob Model NS18 18" Vertical Band Saw, S/N 7311, (1953); 24" x 24"
      Worktable; with Blade Welding and Grinding Attachment

1-    Supermax Model YC-2VA Vertical Milling Machine, S/N 061165, (1983), 2 hp;
      75 to 3,600-rpm Spindle Speeds, 8" x 42" T-Slot Worktable, Belt-Driven
      Head; with Yeong Chin Control

1-    Wilson Rockwell Model 40UR Hardness Tester, S/N 2233-1285

1-    Parts Washer; 22" x 32"

1-    Starrett 16" x 24" x 4" Granite Surface Plate, S/N 619755

1-    Johnson Model 142L Gas-Fired Furnace, S/N 2846; 180-BTU Maximum Input

1-    Chevalier Model FSG-618 Surface Grinder, S/N A277A040, 1 hp; Hand Feed, 8"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Baldor 6" Double-End Carbide Tool Grinder

1-    Gorton Model 375 Drill Grinder

1-    Abrasive Machine Tool 6" x 18" Surface Grinder, S/N 317; Hand Feed, 12"
      Grinding Wheel; with 6" x 18" Permanent Magnetic Chuck

1-    Covel 10" x 16" Surface Grinder, S/N 17H-5022; Hydraulic Feed, 12"
      Grinding Wheel; with 10" x 16" Permanent Magnetic Chuck

1-    Lincoln Model DS-20 20"D Disc Sander, S/N 402000, (1994), 2 hp; 1,720
      Maximum rpm

1-    Grieve Model B1-650 Bake Oven, S/N 14188; Drive-In, 64"W x 80"D x 82"H

1-    Zero Model BNP55-6 2-Hole Spin Blast Cabinet, S/N 22535; 42"L x 24"D x
      30"H; with Dust Collector

1-    Atlas Copco Model GAU707 Rotary Screw Air Compressor, S/N ARP878018,
      (1987), 75 hp; with Vertical Air Receiver Tank; and Arrow Pneumatics
      Compressed Air Dryer

1-    Ingersoll-Rand Model SSR Rotary Screw Air Compressor, S/N N0293, (1993),
      50 hp; 44,514 Hours Indicated; with Vertical Air Receiver Tank

1-    Atlas Copco Model GA55 Rotary Screw Air Compressor, S/N Unknown, 75 hp;
      Approximately 50 hp; 181 Maximum psig, 57,650 Hours Indicated



1-    Hankison Model HPRP500 Air Dryer, S/N WH500A4600006110; 200 Maximum psig

1-    Van Air Model EMD400-A 400 CFM Air Dryer, S/N 97-7948K-4, (1997), 2 hp;
      350 Maximum psig

1-    Sullair Model LS20-100SL/W/SUL Rotary Screw Air Compressor, S/N
      003-122520, (2000), 100 hp; 110 Maximum psig

1-    Manufacturer Unknown 30"D x 48"L x 7"H Granite Surface Plate, S/N 1129

1-    Harig Model Super 612 6" x 12" Surface Grinder, S/N 47019, (2003);
      w/Accu-Rite Qwick Count DRO

1-    Milwaukee Model MWK-4210-1 Magnetic Drill, (2000)

      MATERIAL HANDLING

1-    Yale Model GLC030BFNUAE076 3,000-Lb. LP Gas Lift Truck, S/N A809N05573V,
      (1998); 171" Lift Height, 3-Stage Mast, Solid Tire, 5,310 Hours Indicated;
      with Side Shift

1-    Hyster Model J35B 3,500-Lb. Electric Lift Truck, S/N BI60V02518N, (1992);
      118" Lift Height, 2-Stage Mast, Solid Tire, 6,975 Hours Indicated; with
      Side Shift

1-    Yale Model ESC020ABN24SV083 2,000-Lb. Stand-Up Rider-Type Electric Lift
      Truck, S/N A824N06364U, (1997); 126" Lift Height, Single Mast, Solid Tire,
      1,945 Hours Indicated

1-    Clark Model GCX25 5,000-Lb. LP Gas Lift Truck, S/N CX2300588-8805KOF,
      (1992); 205" Lift Height, Solid Tire, 4,401 Hours Indicated; with Side
      Shift

1-    Hyster Model S120E 12,000-Lb. Capacity LP Gas Lift Truck, S/N C004D08624G,
      (1986); 182" Lift Height, 3-Stage Mast, Solid Tire, 5,477 Hours Indicated

2-    Big Joe Model 52A Die Lifts, S/N 1120; and S/N Unknown

1-    Big Joe Model 29727S 1,000-Lb. Capacity Electric Die Lift

5-    Lexco Die Lift Tables; 30" x 30"

1-    Presto Model M366 1,000-Lb. Capacity Die Lift, S/N 70552; 18" Load Center

1-    Factory Cat Model 34 Walk-Behind Electric Floor Scrubber, S/N 34-11309

1-    Nissan Model GYM02L258 5,000-Lb. Electric Lift Truck, S/N JYM02-001644,
      (1998); 187" Lift Height, Solid Tire



      MISCELLANEOUS

1-    Denison Model R065LC261D266C218A59 6-Ton Trim Press, S/N 21108, Asset #22,
      (1969); Hydraulic, Gap Frame; (Out of Service)

1-    Denison Model S065MC261D267C221A59S206 6-Ton Trim Press, S/N 20642, Asset
      #18, (1967); Hydraulic, Gap Frame; (Out of Service)

1-    Lot of Miscellaneous Machine Accessories and Factory Equipment, To
      Include: Jib Cranes; Wire Tainers; Pallet Jacks; Work Benches; Shop
      Furniture; Pallet Rack; Dump Hoppers; Bench Vises; Miscellaneous Hand and
      Power Tools; Miscellaneous Spare and Repair Parts; Miscellaneous Not in
      Use Equipment; Storage Cabinets; Fans; Pipe Threader; Oxy Acetylene Torch
      Sets; Floor Sweeper; Miscellaneous Maintenance Equipment; QPC Mold
      Temperature Controllers; QPC Water Cooling Towers; Cooling Carousel;
      Ladders; Miscellaneous Inspection Equipment; Miscellaneous Secondary
      Equipment; Rotary Shrink Wrapper; Battery Chargers; Miscellaneous
      Perishable Tooling; Lockers; Cafeteria Furniture; etc.

1-    Tennant Model 6080 Walk-Behind Electric Floor Scrubber, S/N Unknown; 1,091
      Hours Indicated

1-    Kard Model TP-30-4 30-Ton Press, S/N TK-1064; (Currently Not In Service)

1-    Denison Model GC10C09C23A68A61A46 10-Ton Press, S/N 6484-A54S05, 7-1/2 hp

1-    Denison 8-Ton Press, S/N Unknown; Estimated 8 Ton Capacity

1-    Denison 6-Ton Press

1-    Ridgid Model 500 Pipe Threader, S/N Unknown

1-    Weldotron Model 7121 7-kW Shrink Tunnel, S/N EL84471; Electric, 14"; (Not
      In Service)

1-    Sioux Model 180C Steam Cleaner, S/N 9907031, (1999); 30,000 Btus

1-    Delta 2,200-psi Pressure Washer, S/N Unknown; with 4.5 hp Honda Model
      GCV135 Gasoline Engine

1-    Clausing Model 1637 Drill Press, S/N 115789; 8" Throat

1-    Lot of Machinery and Equipment Stored in Warehouse, To Include: Drill
      Presses; Disc Sanders; Arbor Presses; Dust Collectors; etc.

1-    Lot of Office Furniture and Business Machines

1-    Genie Model Z25-8 25' Aerial Lift, S/N 188, (2000); 500-Lb. Capacity



1-    Tiocco Model T-3000-FRS Hydraulic Fluid Filter, (2003)

1-    Ingersoll-Rand Model 2545E10VFP 35-CFM Reciprocating Air Compressor, S/N
      0308080102, (2003), 10 hp; with Air Cooled Aftercooler

      MAINTENANCE

1-    Demco Model KE Floor-Type Drill, S/N 43063; 9" Throat, 16" x 16" Worktable

1-    Manufacturer Unknown H-Frame Press, S/N Unknown; 28" Between Posts; with
      Enerpac Hydraulic Press

1-    Lincoln Model Power Mig 200 200-Amp. Welder, S/N K1766-1 10564
      M1011020568; 200 Amps @ 30% Duty Cycle; with Cart

1-    Milwaukee Model 6175 Cut-Off Saw, S/N 99111774; 16"D Grinding Wheel

1-    Manhattan Model 951230 Floor-Type Drill, S/N 58289, 1/2 hp; 8" Throat,
      14"D Worktable

1-    Lincoln Model Idealarc 250 250-Amp. Welder, S/N AC-307876, (1973); 140
      Amps @ 100% Duty Cycle

1-    Apex 16"D Disc Sander, 3 hp; Model and S/N Unknown;

1-    Lot of Factory and Support Equipment

      QC LAB

1-    Starrett 36"D x 48"L x 8"H Granite Surface Plate

1-    Arun Technologies Model Series 2000 Spectrometer; with Monitor; and
      Printer

1-    Phillips Model PRS-150 X-Ray Machine; with X-Ray Booth; Power Supply;
      Model MGC-23 Controls; and Ikegami Monitor

1-    Gauge Master Model Series 80-89/GMX 22" Optical Comparator, S/N 3772590,
      (1993); with Gage Master GMX 2-Axis Digital Readout

1-    Brown & Sharpe Model MicroXcel UHA Coordinate Measuring Machine, S/N
      1196-3431, (1996); 28" X-, 45" Y-, and 25" Z-Axis Travel, 33" x 53" x 4"
      Granite Worktable; with Renishaw PH9A Probe; PC Controls; and Brown &
      Sharpe Software

1-    Manufacturer Unknown 48"D x 60"L x 8"H Granite Surface Plate

1-    Sheffield Model Cordax 1808 Coordinate Measuring Machine, S/N 249671085;
      27" X-, 25" Y-, and 17" Z-Axis Travel, 30"D x 54"L x 8"H Granite Surface
      Plate; with Renishaw TP1S Probe; Digital Readout; and Smart Terminal
      Software, Version 2



1-    Lot of Miscellaneous QC Lab Equipment, To Include: Edmunds Air Gauges; Pin
      Gauge Sets; Gauge Block Sets; Height Gauges; Laser Mike; Video Camera;
      Furnishings; PC's; Micrometers; Plotter; Blue Print Copier; Plug Gauges;
      etc.

1-    Hewlett Packard Model 7595A Draftmaster I Plotter, S/N 2644A00891

1-    Visi-Trak Model True Trak 2020/M91-6002 Monitor and Analysis System, S/N
      95002

1-    3M Model 500 Microfilm Reader/Printer

      OFFICE

1-    Lot of Office Furniture and Business Machines, To Include, But Not Limited
      To: Desks; Chairs; File Cabinets; Tables; Televisions; Overhead
      Projectors; Calculators; Typewriters; Teleconferencing Equipment;
      Cabinets; Partitions; Breakroom Furniture; etc.

1-    Lot of Computer and Peripheral Equipment, To Include: Personal Computers;
      File Servers; Monitors; Printers; Facsimile Machines; Photocopiers;
      Network Communications Equipment; etc.

      WAREHOUSE

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2494, (1968);
      (Remanufactured By EPCO In 2000), with Light Curtain

1-    Keystone 30-Ton Trim Press, S/N 3904, (1995); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts; with Self-Contained Hydraulic Power Supply (Not
      in Service; Operable)

1-    Keystone 35-Ton Trim Press, S/N 005, (1987); Hydraulic, 4-Post, Upacting,
      24" x 36" Between Posts

1-    Denison Model S065MC281C221C224 6-Ton Trim Press, S/N 15884-A72A59,
      (1960), 5 hp; Hydraulic, Gap Frame, 18" Daylight, 7" Throat, 12" Stroke,
      3.25" Cylinder Bore

1-    Denison Model GC10C09C23A68A61A46 10-Ton Trim Press, S/N 6483-A54S05,
      (1951); Hydraulic, Gap Frame (Currently Not in Service; Operable)

1-    Denison Model 6484 10-Ton Trim Press; Hydraulic, Gap Frame

1-    Denison Model GC10C61D15A68 10-Ton Trim Press, S/N 13825; Hydraulic, Gap
      Frame

2-    Mid-West Tool 6-Station Indexing Machining Centers, S/N 273; Each Station
      with (2)



      Sugino Drill Heads; and Allen-Bradley Model PanelView 550 PLC Controls; (1
      Located Off Site)

1-    K.R. Wilson Model DCT-28 28-Ton Trim Press, S/N 2629, (1970); Hydraulic,
      4-Post, 24" x 36" Between Posts; (Remanufactured 2000)

1-    Duracraft Model 45161 16" Single-Spindle Floor-Type Drill, S/N Not
      Available

1-    Lincoln Model DPF1658-2 16" Single-Spindle Floor-Type Drill, S/N 522805,
      (1992)

1-    Clausing Floor-Type Drill; (Tags Painted)

1-    Bridgeport Vertical Milling Machine, S/N J97046, (1955); 80 to 2,720-rpm
      Spindle Speeds, 9" x 42" Table; with Specially Manufactured Work Fixture

1-    Spin Blast Shot Blast Machine; Spinner Hanger Type, 60" x 48" x 72", 6,428
      Hours Indicated; with Reclaim and Outside Dust Collector; (Currently Not
      in Service; Operable)

1-    Clark Model GCS20MB 4,000-Lb. LP Gas Lift Truck, S/N G138MB-1127-6920KOF,
      (1987); 188" Lift Height, Solid Tire; (CURRENTLY NOT IN SERVICE; NOT
      OPERABLE)

1-    Dayton Model 6H011B 1,400-psi Steam Cleaner, S/N C24015;
      2.2-Gallons/Minute, 229,000-Btus/Hour



                                   SCHEDULE II
                                       TO
                                     RELEASE

                                 Agent's Account

Wachovia Bank, National Association
1525 West WT Harris Blvd.
Charlotte, North Carolina 28288
ABA #: 053-000-219
Account #: 5000000030279
Reference: Lexington Precision Corp.



                                                                    EXHIBIT 10-7

                                     ANNEX A

                      UCC-3 Financing Statement Amendments