LEXINGTON PRECISION CORP
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
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                                                                    Exhibit 10.6


                            FIFTH AMENDMENT AGREEMENT

         FIFTH AMENDMENT AGREEMENT dated as of July 31, 2000 between Lexington
Rubber Group, Inc., a Delaware corporation ("LRGI"), formerly known as Lexington
Components, Inc., which, in turn, was formerly known as EPI Acquisitions Corp.
("EPI"), and Paul H. Pennell ("Pennell").

         WHEREAS, EPI and Pennell entered into certain financing agreements
pursuant to that certain Asset Purchase Agreement dated as of November 30, 1988
(the `Purchase Agreement"), between EPI and Pennell;

         WHEREAS, such financings agreements consist of a Promissory Note dated
November 30, 1988, from EPI to Pennell in the original principal amount of
$3,530,000 (the "Note"; the Note, as heretofore amended and as amended by this
Amendment Agreement, is referred to as the "Amended Note"), a Mortgage dated as
of November 30, 1988, from EPI to Pennell (the "Mortgage") and a Security
Agreement dated as of November 30, 1988, between EPI and Pennell (the "Security
Agreement"; the Note, the Mortgage and the Security Agreement, as the same have
heretofore have been or contemporaneously are being amended, modified or
supplemented, are herein collectively referred to as the "Financing
Agreements");

         WHEREAS, the Note was amended by that certain Amendment Agreement dated
as of November 30, 1991, and recorded with the Clerk of Court of York County,
South Carolina as Book 355 at Page 195 on December 16, 1991.

         WHEREAS, pursuant to the terms thereof, the principal amount of the
Note and the term thereof have been amended as a result of that certain Release
and Notice Agreement dated as of March 31, 1993, between LCI and Pennell;

         WHEREAS, the Note was amended by that certain Second Amendment
Agreement dated as of June 23, 1998 and effective on May 1, 1998, and recorded
with the Clerk of Court of York County, South Carolina, in Volume 2294 at Page
107 on June 24, 1998;

         WHEREAS, the Note was amended by that certain Third Amendment Agreement
dated as of January 31, 2000, and recorded with the Clerk of Court of York
County, South Carolina, in Volume ___ at page ___ on _________, 2000;

         WHEREAS, the Note was amended by that certain Fourth Amendment
Agreement dated as of April 30, 2000, and recorded with the Clerk of Court of
York County, South Carolina, in Volume ___ at page ___ on _________, 2000; and

         WHEREAS, LRGI and Pennell desire to further amend the Note in the
manner set forth below;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, LRGI and Pennell, intending to be
legally bound, hereby agree as follows:




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         1. AMENDMENT OF NOTE. (a) The Note, as amended, is hereby further
amended by deleting therefrom the second and third paragraph on page 1 thereof
in their entirety and substituting therefor the following paragraph:

         The principal of and interest on this Note shall be payable as follows:

                  (i) Monthly interest only payments in the amount of $13,700.16
         each shall be payable on the last day of each month commencing May 31,
         1998, and on the last day of each month thereafter until October 31,
         2000. Simple interest on the principal amount hereunder shall accrue at
         the rate of 12% per annum until the principal balance is paid in full;

                  (ii) The principal sum of the Note, together with all accrued
         and unpaid interest thereon, if any, shall be due and payable on
         October 31, 2000; and

                  (iii) Any payment which is required to be made on a Saturday,
         Sunday or legal holiday shall be payable on the next succeeding day
         which is not a Saturday, Sunday or legal holiday.

                  (b) Pennell shall cause the following legend to be placed
prominently on the Note;

                       THIS NOTE HAS BEEN AMENDED BY A FIFTH
                       AMENDMENT AGREEMENT DATED AS OF JULY 31,
                       2000, A COPY OF WHICH IS AVAILABLE FOR
                       INSPECTION AT THE OFFICES OF BUYER AT 767
                       THIRD AVENUE, 29TH FLOOR, NEW YORK, NEW
                       YORK.

                  (c) To the extent that this Fifth Amendment Agreement amends
the Note, as heretofore amended, the Note is hereby amended. All references to
the Note in the Purchase Agreement and the Financing Agreements or any other
agreement or document relating to the Financing Agreements shall be deemed to
refer to the Amended Note.

         2. FURTHER ASSURANCES. Each of the parties hereto shall execute and
deliver such additional documents and take such additional actions as may be
requested by the other party to effectuate the provisions and purposes of this
Fifth Amendment Agreement. In connection therewith, LRGI shall cause Lexington
Precision Corporation to execute and deliver to Pennell a consent in the form of
Exhibit A hereto (the "Consent").

         3. MORTGAGE. For purposes of notifying persons of the amendment of the
Note pursuant to this Fifth Amendment Agreement and the effect thereof upon the
Mortgage, it is intended that this Fifth Amendment Agreement shall be filed with
the real estate mortgages of York County, South Carolina. For purposes of the
foregoing, EXHIBIT B hereto sets forth a description of the real property to
which the Mortgage relates.

         4. REPRESENTATIONS AND WARRANTIES. LRGI hereby represents and warrants
to Pennell that: (a) LRGI has full power and authority to execute and deliver
this Fifth Amendment Agreement; (b) this Fifth Amendment Agreement constitutes
the legal, valid and binding obligation of LRGI, enforceable against LRGI in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting enforceability of creditors'



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rights generally or equitable principles at the time in effect; (c) the
execution, delivery and performance by LRGI of this Fifth Amendment Agreement
have been duly authorized by all requisite corporate action of LRGI; and (d) the
execution and delivery by LRGI of this Fifth Amendment Agreement and the
performance by LRGI of the Amended Note will not (i) violate any law or
regulation binding upon LRGI or the Certificate of Incorporation or By-laws of
LRGI, (ii) violate or constitute (with due notice or lapse of time or both) a
default under any indenture, agreement, license or other instrument to which
LRGI is a party or by which it or any of its properties may be bound, (iii)
violate any order of any court, tribunal or governmental agency binding upon
LRGI or its properties, (iv) result in the creation or imposition of any Lien of
any nature whatsoever upon any properties or assets of LRGI other than pursuant
to the Financing Agreements, or (v) require any license, consent or approval of
any governmental agency or regulatory authority.

         5. MISCELLANEOUS. (a) This Fifth Amendment Agreement shall be governed
by and construed and interpreted in accordance with the laws of the State of New
York without reference to its principles of conflicts of law.

                  (b) Except as expressly amended hereby, all terms and
conditions of the Financing Agreements and all rights of Pennell and obligations
of LRGI thereunder and under all related documents, shall remain in full force
and effect.

                  (c) LRGI hereby agrees to pay on demand all costs and expenses
(including without limitation the reasonable fees and expenses of counsel to
Pennell) incurred by Pennell in connection with the negotiation, preparation,
execution and delivery of this Fifth Amendment Agreement and all related
documents.

                  (d) This Fifth Amendment Agreement may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Fifth
Amendment Agreement as of the date first above written.

IN THE PRESENCE OF:                          LEXINGTON RUBBER GROUP, INC. (SEAL)


Michele Thompson                             By: Warren Delano
--------------------------------------------     -----------------------------
Witness (as to Lexington Rubber Group, Inc.)     Warren Delano
                                                 President

Frank Di Blasi
--------------------------------------------
Witness (as to Lexington Rubber Group, Inc.)

Larry Montgomery                                 Paul H. Pennell          (SEAL)
---------------------------------------------    ----------------------------
Witness (as to Paul H. Pennell)                  Paul H. Pennell

Phyllis Pennell
---------------------------------------------
Witness (as to Paul H. Pennell)




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