LEXINGTON PRECISION CORP
EXHIBIT 10.5
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<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>l90923aex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
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                                                                    Exhibit 10-5


                                    AGREEMENT

         This Agreement dated as of October 31, 2001 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington
Rubber Group, Inc., a Delaware corporation formerly known as Lexington
Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower"
and collectively as the "Borrowers"), and Congress Financial Corporation
("Congress").

         WHEREAS, Congress and each of the Borrowers have entered into an
Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990,
as amended, and all supplements thereto and related financing and security
agreements (all of the foregoing, as the same have been or may be amended,
replaced, extended, modified, or supplemented, are referred to as the "Financing
Agreements").

         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, Congress hereby
waives, until February 1, 2002, any Event of Default resulting solely from the
failure of the LPC to pay any principal or interest due on February 1, 2000, May
1, 2000, August 1, 2000, November 1, 2000, February 1, 2001, May 1, 2001, August
1, 2001, or November 1,2001, in respect of (a) LPC's 14% Junior Subordinated
Notes due August 1, 2001, (b) LPC's Junior Subordinated Convertible Increasing
Rate Notes due May 1, 2000, and/or (c) LPC's 12 3/4% Senior Subordinated Notes
due February 1, 2000 (the indebtedness referred to in clauses (a), (b), and (c)
is referred to herein as the "Other Indebtedness").

         2.       Rescission of Waivers. The foregoing waivers shall be
automatically rescinded, without notice to LPC or LRG, in the event that the
holder of any Other Indebtedness or trustee in respect thereof seeks to
accelerate the maturity of any such Other Indebtedness or to enforce or exercise
any remedies in respect thereto.

         3.       Effective Date.

                  This Agreement shall be deemed effective as of October 31,
2001.

         4.       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 its part;
and (b) this Agreement has been duly executed and delivered by it and
constitutes its legal, valid, and binding agreement, enforceable against 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 by general
equitable principles.

         5.       No Other Amendments.

                  Except as set forth herein, all terms and provisions of the
Financing Agreements among Congress, LPC and LRG shall remain in full force and
effect. Except as expressly set forth herein, no

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other or further amendment, waiver or consent is implied by, and LPC and LRG
shall not be entitled to, any other or further amendment, waiver or consent by
virtue of the provisions of this Agreement. In addition, without limiting the
foregoing, the waivers of Congress set forth herein do not constitute an
agreement to, and LPC and LRG acknowledge that Congress may decline to, grant
any other or further waivers with respect to the subject matter hereof or any
other matters regardless of whether or not there occurs any change in facts or
circumstances relating to LPC and/or LRG.

         6.       General Provisions.

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

                  (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 successors and assigns of the
parties hereto.

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



                                      -2-
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                  IN WITNESS WHEREOF, each Borrower and Congress have caused
this Agreement to be duly executed and delivered as of the date first written
above.

                   LEXINGTON PRECISION CORPORATION



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





                   LEXINGTON RUBBER GROUP, INC.



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







                   CONGRESS FINANCIAL CORPORATION



                   By:     Herbert C. Korn
                           -----------------------------------------------------
                   Name:   Herbert C. Korn
                           -----------------------------------------------------
                   Title:  Vice President
                           -----------------------------------------------------


                                      -3-











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