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                                                                    Exhibit 10-2








                                    AGREEMENT
             (Junior Subordinated Convertible Increasing Rate Notes)


         This Agreement dated as of April 30, 2001 (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 February 1, 2000, the Holders converted the Notes into
shares of common stock, par value $.25 per share, of the Company;

         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 February 1, 2000, in respect of
the Company's 12 3/4% Senior Subordinated Notes due February 1, 2000 (the "Other
Indebtedness").

         2. RESCISSION OF WAIVERS. The waivers in paragraph 1(b) hereof shall be
automatically rescinded, without notice to the Company, in the event that the
holders of the Other Indebtedness, or the


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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 May 1, 2001 (the "May 2001 Interest Payment"), will be deemed to be
Defaulted Interest but will be payable on August 1, 2001.

         4. EFFECTIVE DATE; APPLICABILITY; LEGEND.

            This Agreement shall be deemed effective as of April 30, 2001. 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, AND APRIL 30,
         2001, COPIES OF WHICH ARE 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.



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         (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.

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





                                                Michael A. Lubin
                                     --------------------------------------
                                                Michael A. Lubin





                                                Warren Delano
                                     --------------------------------------
                                                Warren Delano







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