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                                                                    EXHIBIT 10.5

                              AMENDED AND RESTATED
                              TERM PROMISSORY NOTE

$4,000,000                                                    New York, New York
                                                              December ___, 2003

         FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a Delaware
corporation (the "Debtor"), hereby unconditionally promises to pay to the order
of CONGRESS FINANCIAL CORPORATION, a Delaware corporation, in its capacity as
agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on
behalf of the parties to the Loan Agreement as lenders (in such capacity,
"Payee"), at the offices of Payee at 1133 Avenue of the Americas, New York, New
York 10036, or at such other place as the Payee or any holder hereof may from
time to time designate, the principal sum of FOUR MILLION AND 00/100 DOLLARS
($4,000,000) in lawful money of the United States of America and in immediately
available funds, in forty-five (45) consecutive monthly installments (or earlier
as hereinafter provided) on the first day of each month commencing February 1,
2004, of which the first forty-four (44) installments shall each be in the
amount of EIGHTY-EIGHT THOUSAND AND 00/100 DOLLARS ($88,000), and the last
installment shall be in the amount of the entire unpaid balance of this Note.

         Debtor hereby further promises to pay interest to the order of Payee on
the unpaid principal balance hereof at the Interest Rate. Such interest shall be
paid in like money at said office or place from the date hereof, commencing
February 1, 2004 and on the first day of each month thereafter until the
indebtedness evidenced by this Note is paid in full. Interest payable upon and
after an Event of Default or termination or non-renewal of the Loan Agreement
shall be payable upon demand.

         For purposes hereof, (a) subject to clause (i) below, the term
"Interest Rate" shall mean, as to Prime Rate Term Loans, a rate equal to one and
one-half (1 1/2%) percent per annum in excess of the Prime Rate, and as to
Eurodollar Rate Term Loans, a rate equal to three and three-quarters (3 3/4%)
percent per annum in excess of the Adjusted Eurodollar Rate (determined as
provided in the Loan Agreement); provided, that, (I) NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED ABOVE, THE INTEREST RATE SHALL MEAN THE RATE OF THREE AND
ONE-HALF (3 1/2%) PERCENT PER ANNUM IN EXCESS OF THE PRIME RATE AS TO PRIME
RATE TERM LOANS AND THE RATE OF FIVE AND THREE-QUARTERS (5 3/4%) PERCENT PER
ANNUM IN EXCESS OF THE ADJUSTED EURODOLLAR RATE AS TO EURODOLLAR RATE TERM
LOANS, AT PAYEE'S OPTION, WITHOUT NOTICE, (A) EITHER (1) FOR THE PERIOD ON AND
AFTER THE DATE OF TERMINATION OR NON-RENEWAL HEREOF UNTIL SUCH TIME AS ALL
OBLIGATIONS ARE INDEFEASIBLY PAID AND SATISFIED IN FULL IN IMMEDIATELY AVAILABLE
FUNDS, OR (2) FOR THE PERIOD FROM AND AFTER THE DATE OF THE OCCURRENCE OF ANY
EVENT OF DEFAULT, AND FOR SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING AS
DETERMINED BY PAYEE, (b) the term "Prime Rate" shall mean the rate from time to
time publicly announced by Wachovia Bank, National Association, or its
successors, as its prime rate, whether or not such announced rate is the best
rate available at such bank, (c) the

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term "Event of Default" shall mean an Event of Default as such term is defined
in the Loan Agreement, and (d) the term "Loan Agreement" shall mean the Amended
and Restated Loan and Security Agreement, dated of even date herewith, by and
among Payee, the lenders party thereto, Debtor and Lexington Rubber Group, Inc.,
as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced. Unless otherwise defined herein, all
capitalized terms used herein shall have the meaning assigned thereto in the
Loan Agreement.

         The Interest Rate applicable to Prime Rate Term Loans payable hereunder
shall increase or decrease as to by an amount equal to each increase or
decrease, respectively, in the Prime Rate, effective on the first day of the
month after any change in the Prime Rate is announced. The increase or decrease
shall be based on the Prime Rate in effect on the last day of the month in which
any such change occurs. Interest shall be calculated on the basis of a three
hundred sixty (360) day year and actual days elapsed. In no event shall the
interest charged hereunder exceed the maximum permitted under the laws of the
State of New York or other applicable law.

         This Note is issued pursuant to the terms and provisions of the Loan
Agreement to evidence the LPC Term Loan made by Payee to Debtor and to AMEND AND
RESTATE THE EXISTING LPC TERM NOTES, AND AS SO AMENDED AND RESTATED, THE
EXISTING LPC TERM NOTES ARE REPLACED AND SUPERSEDED BY THIS NOTE IN THEIR
ENTIRETY. DEBTOR IS, AS OF THE DATE HEREOF, INDEBTED TO PAYEE IN THE PRINCIPAL
AMOUNT OF THIS NOTE, TOGETHER WITH INTEREST ACCRUING AFTER THE DATE HEREOF,
WITHOUT OFFSET, DEFENSE OR COUNTERCLAIM OF ANY KIND, NATURE OR DESCRIPTION
WHATSOEVER. THE SUBSTITUTION AND REPLACEMENT OF THE EXISTING LPC TERM NOTES
SHALL NOT, IN ANY MANNER, BE CONSTRUED TO CONSTITUTE PAYMENT OF THE UNPAID
INDEBTEDNESS AND OTHER OBLIGATIONS AND LIABILITIES OF DEBTOR EVIDENCED BY OR
ARISING UNDER THE EXISTING LPC TERM NOTES (ALL OF WHICH INDEBTEDNESS AND OTHER
OBLIGATIONS AND LIABILITIES SHALL BE DEEMED INCORPORATED INTO, A PART OF, AND
AMENDED, RESTATED AND ALLOCATED AS PROVIDED IN SECTION 14.1(A)(ii) OF THE LOAN
AGREEMENT).

         This Note is secured by the Collateral described in the Loan Agreement
and the other Financing Agreements, and is entitled to all of the benefits and
rights thereof and of the other Financing Agreements. At the time any payment is
due hereunder, at its option, Payee may charge the amount thereof to any account
of Debtor maintained by Payee.

         If any payment of principal or interest is not made when due hereunder,
or if any other Event of Default shall occur for any reason, or if the Loan
Agreement shall be terminated or not renewed for any reason whatsoever, then and
in any such event, in addition to all rights and remedies of Payee under the
Financing Agreements, applicable law or otherwise, all such rights and remedies
being cumulative, not exclusive and enforceable alternatively, successively and
concurrently, Payee may, at its option, declare any or all of Debtor's
Obligations, including, without limitation, all amounts owing under this Note,
to be due and payable in accordance with the terms of the Loan Agreement,
whereupon the then unpaid balance hereof, together with all interest accrued
thereon, shall forthwith become due and payable, together with interest accruing
thereafter at the then applicable Interest Rate stated above until the
Obligations are paid in full.

         Debtor (i) waives diligence, demand, presentment, protest and notice
(except as otherwise expressly provided in Section 10.2 of the Loan Agreement)
of any kind, (ii) agrees that it will not

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be necessary for Payee to first institute suit in order to enforce payment of
this Note and (iii) consents to any one or more extensions or postponements of
time of payment, release, surrender or substitution of collateral security, or
forbearance or other indulgence, without notice or consent. The pleading of any
statute of limitations as a defense to any demand against Debtor is expressly
hereby waived by Debtor. Upon any Event of Default or termination or non-renewal
of the Loan Agreement, Payee shall have the right, but not the obligation to
setoff against this Note all money owed by Payee to Debtor.

         Payee shall not be required to resort to any Collateral for payment,
but may proceed against Debtor and any guarantors or endorsers hereof in such
order and manner (as is consistent with the terms of the Loan Agreement) as
Payee may choose. None of the rights of Payee shall be waived or diminished by
any failure or delay in the exercise thereof.

         The validity, interpretation and enforcement of this Note and the other
Financing Agreements and any dispute arising in connection herewith or therewith
shall be governed by the internal laws of the State of New York, BUT EXCLUDING
ANY PRINCIPLES OF CONFLICTS OF LAW OR OTHER RULE OF LAW THAT WOULD RESULT IN THE
APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF
NEW YORK.

         Debtor irrevocably consents and submits to the non-exclusive
jurisdiction of the Supreme Court of the State of New York for New York County
and the United States District Court for the Southern District of New York,
whichever Payee may elect, and waives any objection based on venue or forum non
conveniens with respect to any action instituted therein arising under this Note
or any of the other Financing Agreements or in any way connection with or
related or incidental to the dealings of Debtor and Payee in respect of this
Note or any of the other Financing Agreements or the transactions related hereto
or thereto, in each case whether now existing or hereafter arising, and whether
in contract, tort, equity or otherwise, and agrees that any dispute arising out
of the relationship between Debtor and Payee or the conduct of such persons in
connection with this Note or otherwise shall be heard only in the courts
described above (except that Payee shall have the right to bring any action or
proceeding against Debtor or its property in the courts of any other
jurisdiction which Payee deems necessary or appropriate in order to realize on
the Collateral or to otherwise enforce its rights against Debtor or its
property).

         Debtor hereby waives personal service of any and all process upon it
and consents that all such service of process may be made by certified mail
(return receipt requested) directed to it and service so made shall be deemed to
be completed five (5) days after the same shall have been so deposited in the
U.S. mails, or, at Payee's option, by service upon Debtor in any other manner
provided under the rules of any such courts. Within thirty (30) days after such
service, Debtor shall appear in answer to such process, failing which Debtor
shall be deemed in default and judgment may be entered by Payee against Debtor
for the amount of the claim and other relief requested.

         DEBTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS NOTE OR (ii) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS BETWEEN DEBTOR AND PAYEE
IN RESPECT OF THIS NOTE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE
TRANSACTIONS RELATED HERETO OR

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THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE. DEBTOR AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY.

         This Note shall be binding upon the successors and assigns of Debtor
and inure to the benefit of Payee and its successors, endorsees and assigns.
Whenever used herein, the term "Debtor" shall be deemed to include its
successors and assigns and the term "Payee" shall be deemed to include its
successors, endorsees and assigns. If any term or provision of this Note shall
be held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.

                                             LEXINGTON PRECISION CORPORATION

                                             BY:       /s/ Michael A. Lubin

                                             TITLE:    Chairman of the Board

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