EMPLOYMENT AGREEMENT





            This Employment Agreement (this "Agreement"), dated as of July 10,

2000, is entered between John G. Raos, residing at 16 Castle Hill Way, Stuart,

Florida 34996 ("Executive"), and Precision Partners, Inc., a Delaware

corporation (the "Company").





                                    RECITALS



      A.    The Company and Precision Partners Holding Company, a Delaware

corporation ("PPHC", and together with the Company collectively, "Precision",

and each individually, a "Precision Company"), and their respective Affiliates

are engaged in the business of the contract manufacturing of metal parts,

tooling and assemblies (the "Business").



      B.    The Company believes that the future growth, profitability and

success of the Business of Precision will be significantly enhanced by the

employment of Executive as the President and Chief Executive Officer of each

Precision Company during the Employment Term.



      C.    The Company desires to provide Executive with appropriate incentives

and rewards related to the performance by Executive and the Company desires to

encourage the employment or engagement of Executive in the service of Precision.



            With capitalized terms used herein having the meanings ascribed to

such terms in Section 1.10, the parties agree as follows:



                             I. TERMS OF EMPLOYMENT



            1.1 DUTIES, ETC. (a) During the Employment Term, the Company will

employ Executive as its President and Chief Executive Officer and the Company

will cause PPHC to appoint Executive as PPHC's President and Chief Executive

Officer. Executive will report directly to the board of directors of the Company

(the "Company Board") and to the board of directors of PPHC (the "PPHC Board"

and together with the Company Board, the "Precision Boards"), or to Executive

Committees , as may be designated from time to time by the Company Board or the

PPHC Board, as the case may be. In such capacity, Executive will perform such

duties and exercise such powers commensurate with his position as the President

and Chief Executive Officer of each Precision Company subject to the direction

of (and any restrictions imposed by) the Precision Boards or Executive

Committees as may be designated by the Company Board or the PPHC Board, as the

case may be, including but not limited to,



            (i)   Overseeing and managing all facets of the operations of

      Precision and its Affiliates;



           (ii)   Assisting the Precision Boards in the development of corporate

      strategies to maximize shareholder value of Precision and its Affiliates;



          (iii)   Assisting the Precision Boards in the identification and

      implementation of acquisitions related to Precision and its Affiliates;

      and





<PAGE>





           (iv)   Performing such other responsibilities (commensurate with the

      responsibilities customarily ascribed to a Chief Executive Officer and

      President of similarly situated Persons) as may be assigned by the

      Precision Boards (or an Executive Committee) from time to time.



Without limiting the generality or effect of the foregoing, during the

Employment Term, Executives' titles, responsibilities, reporting relationships

and authority will be at least commensurate with those held by or assigned to

Executive on the Effective Date. From and after the Notification Date through

the effective date of the termination of Executive's employment, Executive will

assist the Company in completing a prompt and effective management transition.



            (b)   PRECISION BOARDS; LLC MANAGEMENT COMMITTEE. To the extent that

Robert Womack is no longer Chairman of the Precision Boards and the management

committee of Precision Partners, L.L.C., a Delaware limited liability company

("LLC"), and PROVIDED, that, at such time, in the case of each Precision

Company, Executive is President and Chief Executive Officer and a member of the

board of directors of such Precision Company, and in the case of LLC, Executive

is a member of the management committee of LLC, the Company will offer Executive

the position of Chairman of the Company Board and will cause Executive to be

offered the positions of Chairman of the PPHC Board and Chairman of the

management committee of LLC, and if all three positions are accepted by

Executive , the Company will duly nominate Executive as Chairman of the Company

Board and will cause Executive to be duly nominated as Chairman of the PPHC

Board and Chairman of the management committee of LLC. As soon as practicable

after the Effective Date (as defined below) and, during the Employment Term,

once per year thereafter, the Company will cause the election or re-election, as

applicable, of Executive to the Company Board (as a member thereof) and will

cause the election or re-election, as applicable, of Executive to the PPHC Board

(as a member thereof) and to the management committee (as a member thereof) of

LLC.



            (c)   PRECISION'S LOCATION AND FACILITIES. During the Employment

Term, the Company will provide to Executive use of Company's offices and

facilities together with the services of secretarial and other support staff

commensurate with his position and duties as set forth in Section 1.1(a). The

initial location of Precision's main office will be in Dallas, Texas, with the

final location to be in either New Jersey, Florida or any other location

mutually agreed upon by the Precision Boards and Executive (the "Location");

provided that such final Location will not be more than 40 miles from Spring

Lake, New Jersey or Stuart, Florida. From July 10, 2000 until the earlier of (x)

December 31, 2000 or (y) the date on which Precision's headquarters is relocated

from Dallas, Texas, the Company will pay (within a reasonable period of time

after receipt of reasonably detailed invoices in respect thereof) one-half of

the actual costs up to a maximum of $25,000 of maintaining and operating an

office for Executive in Florida.



            1.2   ACTIVITIES. During the Employment Term, Executive will devote

substantially all of his efforts during working hours to the business of

Precision and its Affiliates and, absent the approval of the Company Board,

Executive will not engage in any business activity other than that required of

him in connection with his duties and responsibilities pursuant to Section

1.1(a), including serving as a director or trustee of any entity other than

Precision, its Affiliates or LLC; PROVIDED, HOWEVER, that nothing herein will

prohibit Executive from (a) serving on the corporate boards of directors listed

in ANNEX A attached hereto or





                                       2

<PAGE>





(b) managing his personal investments and office; in each case, so long as so

doing does not constitute or result in a breach of any provision of Article II

hereof or materially interfere with the discharge by Executive of his duties

hereunder.



            1.3   SALARY; BONUS. During the Employment Term, the Company will

pay to Executive an aggregate annual salary of $250,000 which will be subject to

annual review commencing January 1, 2001 ("Salary"). Such Salary will be payable

consistent with the then current payroll practices of the Company. In addition,

Executive will be eligible for an annual cash bonus of up to 100% of his then

current salary based on his performance under a bonus plan to be implemented by

the Company Board; PROVIDED, HOWEVER, that Executive will receive a bonus of

$125,000 for year-end 2000 if Executive is continuously employed as President

and Chief Executive Officer of Precision from the Effective Date (as defined

below) through and including December 31, 2000.



            1.4   EMPLOYMENT TERM. Executive's employment hereunder will

commence on July 10, 2000 (as may be adjusted, the "Effective Date") and will,

subject to automatic extension described below and subject to earlier

termination of Executive's employment in accordance with this Agreement, expire

on the second anniversary hereof (the "Initial Employment Term"). Executive's

employment will automatically be extended for subsequent one-year terms upon

expiration of the Initial Employment Term and each such subsequent one-year term

(each such subsequent term, a "Renewal Period") on the terms set forth in this

Agreement, unless the Company notifies Executive in writing of its determination

not to extend Executive's employment within 60 calendar days prior to the

expiration of the Initial Employment Term or any Renewal Period (any such

notice, a "Non-Renewal Notice"). The date on which Executive's employment with

the Company terminates is referred to herein as the "Termination Date."



            1.5   EQUITY INTERESTS. (a) OPTIONS. (i) As of the Effective Date,

the Company will cause there to be granted to Executive options to purchase

1,720,000 Investment Units of Class A Equity in LLC, at an exercise price in

cash of approximately $0.3735 per unit. Fifty percent of the options referred to

in this Section 1.5(a) (the "Time-Based Options") for Executive will vest on a

pro rata basis over a four-year time period beginning on the date of grant,

PROVIDED, HOWEVER, that in the event (x) of a Change in Control, vesting of all

such Time-Based Options shall accelerate immediately, and (y) of termination of

Executive's employment by the Company without Cause or by Executive with Good

Reason (as set forth in Section 1.8(a)(i)) , vesting of the Time-Based Options

shall accelerate immediately to the extent of the number of Time-Based Options

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