EMPLOYMENT AGREEMENT





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

2000, is entered between Frank R. Reilly, residing at 23 Penrose Lane, Princeton

Jct., New Jersey 08550 ("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 Executive Vice President and Chief Financial

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 Executive Vice President and Chief Financial Officer and

the Company will cause PPHC to appoint Executive as PPHC's Executive Vice

President and Chief Financial Officer. Executive will report directly to the

President and Chief Executive Officer of the Company and the President and Chief

Executive Officer of PPHC, as the case may be. In such capacity, Executive will

perform such duties and exercise such powers commensurate with his position as

the Executive Vice President and Chief Financial Officer of each Precision

Company subject to the direction of the President and Chief Executive Officer of

the Company and the President and Chief Executive Officer of PPHC, as the case

may be, including but not limited to,



            (i)   Overseeing and managing the financial operations of Precision

      and its Affiliates;



            (ii)  Assisting the board of directors of the Company (the "Company

      Board") and the board of directors of PPHC (the "PPHC Board" and together

      with the Company Board, the "Precision Boards") in the development of

      corporate strategies to maximize shareholder value of Precision and its

      Affiliates;





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            (iii) Assisting the Precision Boards in the identification and

      implementation of acquisitions related to Precision and its Affiliates;

      and



            (iv)  Performing such other responsibilities (commensurate with the

      responsibilities customarily ascribed to an Executive Vice President and

      Chief Financial Officer of similarly situated Persons) as may be assigned

      by the Precision Boards 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

comply with the Precision Boards' reasonable requests in implementing a prompt

and effective management transition.



            (b)   OFFICES OF AFFILIATES; PRECISION BOARDS. Upon the mutual

agreement between Executive and the President and Chief Executive Officer of the

Company and the President and Chief Executive Officer of PPHC, as applicable,

Executive will (i) serve as an officer of any Affiliate(s) and (ii) accept any

nomination to serve as a member of the board of directors of the Company, PPHC

or any of their Affiliates, and if elected, Executive will serve in such

capacity.



            (c)   COMPANY'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 the Company's main office will be in Dallas, Texas, with the final

location to be in New Jersey or any other location (the "Location") mutually

agreed upon by the Precision Boards and the President and Chief Executive

Officer of the Company and the President and Chief Executive Officer of PPHC;

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

Lake, New Jersey.



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

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

corporations listed in ANNEX A attached hereto, (b) providing services to

charitable and/or civic organizations, or (c) managing his personal investments;

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 $220,000 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 65% of his then

current salary based on his performance under a bonus plan





                                       2

<PAGE>





to be implemented by the Company Board; PROVIDED, HOWEVER, that Executive will

receive a bonus for the period commencing on the Effective Date and ending on

December 31, 2000 of at least $34,281 if Executive is continuously employed as

Executive Vice President and Chief Financial 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 (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 at least 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. As of the Effective Date, the

Company will cause there to be granted to Executive non-qualified options to

purchase 475,000 Investment Units of Class A Equity in Precision Partners,

L.L.C., a Delaware limited liability company ("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 to the extent of 25% for each

12-month period beginning on the Effective Date, PROVIDED, HOWEVER, that in the

event (x) of a Change in Control, all such Time-Based Options shall

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