LEXINGTON PRECISION CORPORATE OFFICE

1994 MANAGEMENT CASH BONUS PLAN
2
LEXINGTON PRECISION CORPORATE OFFICE

TABLE OF CONTENTS

SECTION
NUMBER PAGE
-------- ----

I. PURPOSE OF PLAN 1

II. ELIGIBILITY 1

III. PLAN YEAR 1

IV. GROUPING OF PARTICIPANTS 1

V. SETTING OF TARGET BONUS PERCENTAGES 1

VI. AUTHORIZATION FORM 2

VII. NOTIFICATION OF EMPLOYEES 2

VIII. BASIS FOR BONUS PAYMENTS 3

IX. SETTING OF GOALS 3

X. CALCULATING THE BONUS POOL 4

XI. ADJUSTMENTS FOR PERSONAL PERFORMANCE 5

XII. TIMING OF BONUS PAYMENTS 6

XIII. OTHER 6

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LEXINGTON PRECISION CORPORATE OFFICE

1994 MANAGEMENT CASH BONUS PLAN

I. PURPOSE OF PLAN

The "1994 Management Cash Bonus Plan" (the "Plan") is designed to
provide meaningful incentives for officers and key employees of the
Corporate Office (the "Bonus Group") of Lexington Precision Corporation
(the "Company") to increase profitability while efficiently managing the
Company's assets.

II. ELIGIBILITY

A "Participant" shall mean an individual who meets both of the following
criteria:

(1) The individual has been selected to participate in the
Plan by the Compensation Committee of the Board of
Directors of Lexington Precision Corporation upon
recommendation of the president of Lexington Precision
Corporation; and

(2) The individual is a full-time, salaried, exempt employee
of the Company on the last day of the plan year.

Participants who retire during the plan year and are aged 62 or older on
the date of retirement and estates of Participants who die during
the plan year will be paid bonuses (if and to the extent earned) at the
same time that all other Participants receive their bonuses after the end
of the plan year.

III. PLAN YEAR

The plan year shall mean the year ending December 31, 1994.

IV. GROUPING OF PARTICIPANTS

The Participants in the Bonus Group, will be designated at the beginning
of the plan year by the Compensation Committee of the Board of Directors
of Lexington Precision Corporation upon recommendation of the president of
Lexington Precision Corporation.

V. SETTING OF TARGET BONUS PERCENTAGES

Subject to the adjustment for Personal Performance (defined in Section XI
below), the "Target Bonus" for each Participant shall mean the amount
calculated by multiplying the Participant's aggregate base-salary received
during the year by a "Target Bonus Percentage" which will be set at the
beginning of the plan year by the Compensation Committee of the Board of

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Directors of Lexington Precision Corporation upon recommendation of the
president of Lexington Precision Corporation. The "Group Target Bonus"
shall mean the aggregate of the Target Bonuses of all Participants in a
Bonus Group. The Target Bonus Percentage for the president of the Company
will be set by the president of Lexington Precision Corporation.

A Participant's bonus will always be based on the aggregate base-salary
received during the year, not on the base-salary level at any particular
point during the year (i.e., when calculating bonuses for Participants who
received salary increases during the year, for Participants who are hired
during the year or for Participants who retire or die during the year).

As a general guideline, the Target Bonus Percentage levels which would
typically be assigned to various categories of employees in the Bonus
Group are set forth below:

TARGET BONUS
POSITION PERCENTAGE
---------- ----------

Senior Vice Presidents 20-35%

Vice Presidents 15-25%

Junior Officers 5-15%

If a Participant moves to a higher management level during the year, such
Participant's Target Bonus Percentage will be reset at an appropriate
higher level determined by the Compensation Committee of the Board of
Directors of Lexington Precision Corporation upon recommendation of the
president of Lexington Precision Corporation, as if the Target Bonus
Percentage had been at the higher level for the entire year. If a
Participant moves to a lower management level during the year, such
Participant's Target Bonus Percentage will be reset at an appropriate
lower level determined by the Compensation Committee of the Board of
Directors of Lexington Precision Corporation upon recommendation of the
president of Lexington Precision Corporation, as if the Target Bonus
Percentage had been at the lower level for the entire year.

VI. AUTHORIZATION FORM

Attached hereto as Exhibit A is the "Authorization Form" which shall be
used by the Compensation Committee of the Board of Directors of
Lexington Precision Corporation upon recommendation of the president of
Lexington Precision Corporation at the beginning of each plan year when
designating Participants, Target Bonus Percentages and the Bonus Group's
Target Pre-Bonus Operating Profit (defined in Section IX below).

VII. NOTIFICATION OF EMPLOYEES

Attached hereto as Exhibit B is the form of memorandum which shall be used

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at the beginning of each plan year to inform employees of their
participation in the Plan and their Target Bonus Percentages and
Target Bonuses.

VIII. BASIS FOR BONUS PAYMENTS

After the end of the plan year, when financial results for the year are
available, a calculation will be made to determine the bonus that will be
paid to each Participant.

The percentage of Target Bonus earned by each Participant will depend
on the following:

(1) how well the Bonus Group performed relative to its Target
Pre-Bonus Operating Profit; and

(2) the Participant's Personal Performance (discussed below).

All bonuses will be subject to the review and approval of the Board of
Directors of Lexington Precision Corporation.

IX. SETTING OF GOALS

"Operating Profit" means profit before interest, income taxes and other
non-operating expenses in accordance with the Company's standard
accounting procedures.

"Pre-Bonus Operating Profit" means operating profit before deducting any
expenses for bonuses relating to the 1994 Management Cash Bonus Plan.

The "Target Pre-Bonus Operating Profit" for the Bonus Group will be set at
the beginning of the year by the Compensation Committee of the
Board of Directors of Lexington Precision Corporation upon recommendation
of the president of Lexington Precision Corporation. The Target Pre-Bonus
Operating Profit will equal ONE of the following:

(1) the Bonus Group's "Budgeted Pre-Bonus Operating Profit"
as reflected in the annual budget for the Company;

(2) an amount higher than the Company's Budgeted Pre-Bonus
Operating Profit if the Budgeted Pre-Bonus Operating
Profit is below reasonable performance-standards
(taking into account, among other things, industry
performance standards, historical performance standards,
and the amount of capital invested in the Company); or

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(3) an amount lower than the Company's Budgeted Pre-Bonus
Operating Profit if the Budgeted Pre-Bonus Operating
Profit is above reasonable performance-standards
(taking into account, among other things, industry
performance standards, historical performance standards,
and the amount of capital invested in the Company).

The "reasonable performance standards" discussed above will be determined
in the sole discretion of the Compensation Committee of the Board of
Directors of Lexington Precision Corporation upon recommendation by the
president of Lexington Precision Corporation.

The Target Pre-Bonus Operating Profit will not be revised during the plan
year, except in cases where an acquisition or divestiture of a
business completed during the plan year materially affects reported
operating results during that plan year.

X. CALCULATING THE BONUS POOL

To calculate the bonus for each of the Participants in the Bonus Group, it
is first necessary to calculate the "Group Bonus Pool".

The Group Bonus Pool will be calculated by multiplying the Group Target
Bonus by the percentage in the column on the right below, opposite
the percentage of the Target Pre-Bonus Operating Profit which was attained
by that Bonus Group.

PERCENTAGE PERCENTAGE OF TARGET
OF TARGET BONUS EARNED
PRE-BONUS (BEFORE ADJUSTING FOR
OPERATING PROFIT ATTAINED PERSONAL PERFORMANCE)
------------------------- ---------------------

less than 85.00% None
85.00 - 89.99% 25%
90.00 - 94.99% 50
95.00 - 99.99% 75
100.00 - 109.99% (target) 100
110.00 - 119.99% 125
120.00 - 129.99% 150
130.00 - 139.99% 175
140.00 % or more 200 (maximum)

The percentage of Target Bonus earned, before giving effect to adjustments
for Personal Performance, must be in the increments shown on the
above chart. For example, if the Bonus Group attained 108% of the Target
Pre-Bonus Operating Profit, the percentage used for each Participant in
the Bonus Group would be 100% (not 120% or 125%). The percentages of
Target Bonus earned are "stepped," not linear. No bonuses will be earned
by any Participant in the Bonus Group if less than 85% of the Target
Pre-Bonus Operating Profit is

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attained. The Group Bonus Pool cannot exceed 200% of the Group Target
Bonus.

XI. ADJUSTMENTS FOR PERSONAL PERFORMANCE

Half of the Group Bonus Pool will automatically be awarded to each
Participant in the Bonus Group in proportion to the relative Target
Bonuses of all Participants in the Bonus Group. With respect to all
Participants, other than the president of the Company, the balance of the
Group Bonus Pool will be divided among the Participants (or retained by
the Company) based upon an evaluation of each Participant's "Personal
Performance" relative to that Participant's personal job objectives for
the plan year and relative to the performance of all other Participants in
the Bonus Group (other than the president of the Company), in every case,
as determined in the sole discretion of the Compensation Committee of the
Board of Directors of Lexington Precision Corporation upon recommendation
by the president of Lexington Precision Corporation. In no event can this
subjective portion of a Participant's bonus exceed 200% of the portion of
the Participant's Bonus which is not subject to adjustment.

For example, if a Participant's bonus was calculated to be $10,000
before any adjustment, $5,000 would be fixed and the remaining $5,000
would be subject to upward or downward adjustment by up to 100%. This
means that if the Participant performed exceptionally poorly, the
maximum downward adjustment of that Participant's bonus would eliminate
the entire half of the bonus which was subject to adjustment and the
Participant would receive only the $5,000 fixed portion of the bonus.
Subject to the limitation set forth in the next paragraph, if the
Participant performed exceptionally well, the maximum upward adjustment
of that Participant's bonus would double the half of the bonus which was
subject to adjustment and the Participant would receive $15,000 (i.e.,
the $5,000 fixed portion of the bonus plus 200% of the $5,000 subjective
portion of the bonus).

Adjustments to bonuses of Participants in the Bonus Group will be limited
so that the net effect of all adjustments made to bonuses within the Bonus
Group cannot raise the aggregate bonuses paid to the Bonus Group to an
amount in excess of the Group Bonus Pool. This means that to adjust any
Participant's bonus upward, the bonuses of one or more other Participants
within the Bonus Group must be reduced by at least that amount.

Although the bonuses of one or more Participants may be reduced due to
below par personal performance, bonus funds made available by such

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reductions do not have to be reallocated to other Participants in the
Bonus Group. If funds are not reallocated, they are simply retained by
the Company.

Adjustments for Personal Performance will be made at the sole discretion
of the Compensation Committee of the Board of Directors of Lexington
Precision Corporation upon recommendation by the president of Lexington
Precision Corporation.

XII. TIMING OF BONUS PAYMENTS

All bonus payments will be made as soon as practicable after the end of
the plan year. Before any bonus payments can be made the following
two requirements must be met:

(1) necessary accounting and audit work must be completed so that
all bonus calculations can be made; and

(2) the bonus must be approved by a vote of the Board of Directors
of Lexington Precision Corporation.

It is anticipated that bonuses will be paid approximately 45-75 days after
the end of the plan year.

XIII. OTHER

Bonuses will be subject to income and employment tax withholding to the
extent required by applicable law.

Bonuses and the right to receive bonuses cannot be pledged, assigned or
alienated, voluntarily or involuntarily, by any Participant.

THE 1994 MANAGEMENT CASH BONUS PLAN AND ANY BONUSES GRANTED UNDER THE 1994
MANAGEMENT CASH BONUS PLAN SHALL NOT CONFER UPON ANY PARTICIPANT ANY RIGHT
WITH RESPECT TO THE CONTINUANCE OF EMPLOYMENT BY THE COMPANY, NOR SHALL
THEY INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY TO TERMINATE A
PARTICIPANT'S EMPLOYMENT AT ANY TIME.

THE 1994 MANAGEMENT CASH BONUS PLAN MAY BE REVISED, MODIFIED OR TERMINATED
IN ANY WAY, FOR ANY REASON AND AT ANY TIME AT THE SOLE DISCRETION OF THE
BOARD OF DIRECTORS OF LEXINGTON PRECISION CORPORATION BY VOTE OF A
MAJORITY OF THE BOARD AT ANY REGULAR OR SPECIAL MEETING OF THE BOARD.

Revised and approved by the Board of Directors of Lexington Precision
Corporation on October 18, 1994

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EXHIBIT A

LEXINGTON PRECISION CORPORATE OFFICE

1994 MANAGEMENT CASH BONUS PLAN

AUTHORIZATION FORM

1. BONUS GROUP: CORPORATE OFFICE
-------------------------------------------------------------

2. BUDGETED OPERATING PROFIT . . . . . . . . . . . . . . . . . $
------------

3. TARGET OPERATING PROFIT . . . . . . . . . . . . . . . . . . $
------------

4. GROUP BONUS TARGET . . . . . . . . . . . . . . . . . . . . $
------------

5. TARGET PRE-BONUS OPERATING PROFIT . . . . . . . . . . . . . $
------------

6. PARTICIPANTS AS OF JANUARY 1, 1994 (IN DECLINING ORDER OF BASE SALARY):

TARGET
BONUS BASE SALARY TARGET BONUS
NAME TITLE PERCENTAGE AS OF 1/1/94 AS OF 1/1/94
------------------- ------------------------------ ------------ -------------- --------------

REVIEWED BY:___________________________________ DATE: __________________
CFO of Lexington Precision Corporation

APPROVED BY:___________________________________ DATE: __________________
President of Lexington Precision Corporation

APPROVED BY:___________________________________ DATE: _________________
Chairman of Compensation Committee

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EXHIBIT B

---CONFIDENTIAL---

TO:

FROM:

DATE:

RE: 1994 MANAGEMENT CASH BONUS PLAN
-------------------------------

I am pleased to confirm that you have been selected to participate in Lexington
Precision Corporation's 1994 Management Cash Bonus Plan (the "Plan"). Attached
to this memorandum is a copy of the Plan document which describes how the Plan
works.

You will be a member of the following Bonus Group and have the following
targets under the 1994 Management Cash Bonus Plan:

Bonus Group: CORPORATE OFFICE
----------------------------------------

Your Target Bonus Percentage %
--------

Your Base Salary (as of 1/1/94) $
--------------------

Your Target Bonus (as of 1/1/94) $
--------------------
Please note that your participation in the Plan is entirely subject to the
terms and conditions of the Plan as set forth in the Plan document.

THE 1994 MANAGEMENT CASH BONUS PLAN MAY BE REVISED, MODIFIED OR TERMINATED IN
ANY WAY, FOR ANY REASON AND AT ANY TIME AT THE SOLE DISCRETION OF THE BOARD OF
DIRECTORS OF LEXINGTON PRECISION CORPORATION BY VOTE OF A MAJORITY OF THE BOARD
AT ANY REGULAR OR SPECIAL MEETING OF THE BOARD.

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