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                             SYPRIS SOLUTIONS INC.
                           PROFIT SHARING BONUS PLAN

                                2000 FISCAL YEAR


1.   Establishment of Plan.
     ---------------------

     Sypris Solutions Inc., a Delaware corporation (the "Company"), established
this profit sharing bonus plan effective as of January 3, 2000 (the "Plan"), to
provide a financial incentive for employees of the Company to advance the growth
and prosperity of the Company.

2.   Eligibility.
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     All full-time employees of the Company shall be eligible to participate in
the Plan, other than those employees who are specifically included in another
incentive bonus and/or profit sharing plan of the Company in lieu of
participation in this Plan.

3.   Profit Sharing Pool.
     -------------------

     Award amounts will be based on a Profit Sharing Pool that shall be
comprised of ten percent (10%) of the increase in the consolidated Profit Before
Bonus and Taxes of the Company for the current fiscal year from the previous
fiscal year, as reported on the consolidated financial statements of the
Company.  No award shall be granted should the Profit Before Bonus and Taxes of
the Company for the current fiscal year decline from that of the previous fiscal
year.

4.   Participants.
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     (a)  Eligibility.  Employees of the Company who are specifically designated
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by the Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") for participation during the current fiscal year.  A
list of the participants shall be attached to a copy of this Plan and shall
include each participant's name, salary, start date (for purposes of the current
fiscal year), maximum percentage share of the Key Executive Award, and
objectives for the year.

     (b)  Amount of Award.  Each eligible employee shall be entitled to an
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amount equal to his or her maximum percentage share, subject to an adjustment
and/or determination by the Compensation Committee to reflect (i) the actual
contribution of the employee to the Company's performance and profitability
during the course of the fiscal year, (ii) the portion of the fiscal year
employed, (iii) his or her performance to goals, and (iv) the recommendation of
the President and CEO of the Company, subject to the cap on such award as
provided herein and the provisions of Sections 4(c), 8(a) and 8(b) below.  The
maximum amount payable to an eligible employee shall be equal to the lesser of
his or her maximum percentage share or one hundred percent (100%) of the
eligible employee's base salary.

     (c)  Time of Payment.  Awards shall be payable to each eligible employee as
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soon as administratively practicable after release of the audited annual
financial statements of the Company; provided, however, that the Plan shall be
in effect as of the date of payment and such employee shall be employed by the
Company as of the date of payment.  No employee shall have any right to payment
of an award unless the Plan is in effect and the employee is employed by the
Company as of the date of payment.

5.   Method of Payment.
     -----------------

     Awards shall be payable by check in lump sum.  All such payments shall be
subject to withholding for income, social security or other such payroll taxes
as may be appropriate.

6.   Administration.
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     The Compensation Committee shall administer this Plan.  The decisions of
the Compensation Committee in interpreting and applying the Plan shall be final.
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7.   Miscellaneous.
     -------------

     (a)  Employment Rights.  The adoption and maintenance of this Plan is not
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an employment agreement between the Company and any employee.  Nothing herein
contained shall be deemed to give any employee the right to be retained in the
employ of the Company nor to interfere with the right of the Company to
discharge any employee at any time.

     (b)  Amendment and Termination.  The Company may, without the consent of
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any employee or beneficiary, amend or terminate the Plan at any time and from
time-to-time.

     (c)  Governing Law.  This Plan shall be governed by and construed in
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accordance with the laws of the State of Delaware.

     (d)  Construction.  The headings and subheadings of this Plan have been
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inserted for convenience for reference only and are to be ignored in any
construction of the provisions hereof.  The masculine shall be deemed to include
the feminine, the singular shall include the plural, and the plural shall
include the singular unless the context otherwise requires.  The invalidity or
unenforceability of any provision hereunder shall not affect the validity or
enforceability of the balance hereof.  This Plan represents the entire
undertaking by the Company concerning its subject matter and supersedes all
prior undertakings with respect thereto.  No provision hereof may be waived or
discharged except by a written document approved by the Compensation Committee
and signed by a duly authorized representative of the Company.

                                                  SYPRIS SOLUTIONS INC.


                                                  /s/ Jeffrey T. Gill
                                                  ----------------------------
                                                  President & CEO

                                                   1/3/2000
                                                  ----------------------------
                                                  Date

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