LEXINGTON PRECISION CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>l02004aexv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    Exhibit 10-2





                                    AGREEMENT
             (Junior Subordinated Convertible Increasing Rate Notes)


        This Agreement dated as of July 31, 2003 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "Company"), Michael
A. Lubin ("Lubin"), and Warren Delano ("Delano"; Lubin and Delano are sometimes
referred to herein individually as "Holder" and collectively as the "Holders").

        WHEREAS, Lubin and Delano were the holders of certain Junior
Subordinated Convertible Increasing Rate Notes due May 1, 2000, of the Company
in the aggregate original principal amounts of U.S. $505,000 and $495,000,
respectively (individually, a "Note" and collectively, the "Notes");

        WHEREAS, on January 31, 2000, the Holders agreed to defer the payment of
certain Defaulted Interest to May 1, 2000;

        WHEREAS, on April 30, 2000, the Holders agreed to further defer the
payment of such Defaulted Interest to August 1, 2000;

        WHEREAS, on July 31, 2000, the Holders agreed to further defer the
payment of such Defaulted Interest to November 1, 2000;

        WHEREAS, on October 31, 2000, the Holders agreed to further defer the
payment of such Defaulted Interest to February 1, 2001;

        WHEREAS, on January 31, 2001, the Holders agreed to further defer the
payment of such Defaulted Interest to May 1, 2001;

        WHEREAS, on April 30, 2001, the Holders agreed to further defer the
payment of such Defaulted Interest to August 1, 2001;

        WHEREAS, on July 31, 2001, the Holders agreed to further defer the
payment of such Defaulted Interest to November 1, 2001;

        WHEREAS, on October 31, 2001, the Holders agreed to further delay the
payment of such Defaulted Interest to February 1, 2002;

        WHEREAS, on January 31, 2002, the Holders agreed to further delay the
payment of such Defaulted Interest to May 1, 2002;

        WHEREAS, on April 30, 2002, the Holders agreed to further delay the
payment of such Defaulted Interest to July 31, 2002;

        WHEREAS, on July 31, 2002, the Holders agreed to further delay the
payment of such Defaulted Interest to November 1, 2002;

        WHEREAS, on October 31, 2002, the Holders agreed to further delay the
payment of such Defaulted Interest to February 1, 2003;


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        WHEREAS, on January 31, 2003, the Holders agreed to further delay the
payment of such Defaulted Interest to May 1, 2003;

        WHEREAS, on April 30, 2003, the Holders agreed to further defer the
payment of such Defaulted Interest to August 1, 2003;

        WHEREAS, on February 1, 2000, the Holders converted the Notes into
shares of common stock, par value $.25 per share, of the Company; and

        WHEREAS, the Company and Holders desire to, among other things, further
defer the payment of such Defaulted Interest and provide for the waiver of
certain events of default, all on and subject to the terms hereof;

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto intending to be legally
bound, hereby agree as follows:

        1.      Waiver. Subject to paragraph 2 hereof, each Holder hereby waives
any Event of Default under the Notes resulting solely from the failure of the
Company to pay any principal or interest due on (a) the Company's 12 3/4% Senior
Subordinated Notes due February 1, 2000, or (b) the Company's 10 1/2% Senior
Note due April 30, 2002 (the indebtedness referred to in clauses (a) and (b) is
referred to herein as the "Other Indebtedness").

        2.      Rescission of Waivers. The waivers in paragraph 1 hereof shall
be automatically rescinded, without notice to the Company, in the event that the
holders of the Other Indebtedness, or the trustee in respect thereof, seeks to
accelerate the maturity of any such Other Indebtedness or to enforce or exercise
any remedies in respect thereof.

        3.      Modification of Original Notes.

                Notwithstanding anything to the contrary in the Notes, the
Company and each Holder hereby agree that the interest on the Notes that is due
and payable on August 1, 2003 (the "August 2003 Interest Payment"), will be
deemed to be Defaulted Interest but will be payable on November 1, 2003.

        4.      Effective Date; Applicability; Legend.

                This Agreement shall be deemed effective as of July 31, 2003.
This Agreement shall modify each Note and each replacement note issued upon
transfer of, in exchange for, or in lieu of any Note or any replacement note.
Each Holder agrees that the Holder will cause the following legend to be placed
prominently on each Note and that any replacement note or notes issued by the
Company upon transfer of, in exchange for, or in lieu of the Note or any
replacement note shall have such legend placed thereon:

                THIS NOTE HAS BEEN MODIFIED PURSUANT TO THOSE CERTAIN AGREEMENTS
        DATED AS OF JANUARY 31, 2000, APRIL 30, 2000, JULY 31, 2000, OCTOBER 31,
        2000, JANUARY 31, 2001, APRIL 30, 2001, JULY 31, 2001, OCTOBER 31, 2001,
        JANUARY 31, 2002, APRIL 30, 2002, JULY 31, 2002, OCTOBER 31, 2002,
        JANUARY 31, 2003, APRIL 30, 2003, AND JULY 31, 2003, COPIES OF WHICH ARE


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        AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY AT 767 THIRD
        AVENUE, 29TH FLOOR, NEW YORK, NEW YORK, AND REFERENCE SHOULD BE MADE
        THERETO FOR THE TERMS THEREOF.

        5.      Representations and Warranties. Each of the parties represents
and warrants that: (a) the execution, delivery and performance of this Agreement
have been duly authorized by all requisite action on his or its part; and (b)
this Agreement has been duly executed and delivered by him or it and constitutes
his or its legal, valid, and binding agreement, enforceable against him or it in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforceability of creditors' rights generally or general equitable
principles.

        6.      No Other Amendments.

                Except as expressly amended, waived, modified, and supplemented
hereby, each Note shall remain in full force and effect in accordance with its
terms. Without limiting the generality of the foregoing, except as set forth in
Section 1, 2 or 3 of this Agreement, nothing herein shall constitute a waiver of
any rights or remedies of any Holder upon the occurrence of any Event of
Default.

        7.      General Provisions.

                (a)     Defined Terms. Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning ascribed thereto in the Notes.

                (b)     Counterparts. This Agreement may be executed by the
parties in any number of counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. This
Agreement may be signed by facsimile transmission of the relevant signature
pages hereof.

                (c)     Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the internal laws of the State of
New York.

                (d)     Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the heirs, successors, and assigns of the
parties hereto and any and all transferees and holders of the Notes or any
replacement note.

                (e)     Headings. The paragraph headings of this Agreement are
for convenience of reference only and are not to be considered in construing
this Agreement.



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        IN WITNESS WHEREOF, the Company and each Holder have caused this
Agreement to be duly executed and delivered as of the date first written above.

                                         LEXINGTON PRECISION CORPORATION

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



                                                  /s/ Michael A. Lubin
                                         ---------------------------------------
                                                     Michael A. Lubin


                                                    /s/ Warren Delano
                                         ---------------------------------------
                                                      Warren Delano



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