LMI AEROSPACE INC
10.3 - GENERAL TERMS AGREEMENT - BOEING
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>lmi8kgta03.txt
<DESCRIPTION>10.3 - GENERAL TERMS AGREEMENT - BOEING
<TEXT>


                            GENERAL TERMS AGREEMENT

                                     between


                               THE BOEING COMPANY

                                       and

                                Leonard's Metals



                                 BCA-65344-0596



<PAGE>


                                TABLE OF CONTENTS
TITLE PAGE
TABLE OF CONTENTS
AMENDMENT PAGE
RECITAL PAGE

1.0      DEFINITIONS..........................................................6

2.0
         ORDERING.............................................................7
         2.1      Issuance of Orders..........................................7
         2.2      Acceptance of Orders........................................7
         2.3      Written Authorization to Proceed............................8

3.0      TITLE AND RISK OF LOSS...............................................8

4.0      DELIVERY.............................................................8
         4.1      Schedule....................................................8
         4.2      Reserved....................................................9
         4.3      Notice of Labor Negotiations................................9

5.0      ON-SITE REVIEW AND RESIDENT REPRESENTATIVES..........................9
         5.1      Review .....................................................9
         5.2      Resident Representatives....................................9

6.0      CREDIT OFFICE VISIBILITY.............................................10

7.0      PACKING AND SHIPPING.................................................10
         7.1      General.................................................... 10
                  7.1.1      Shipping Documentation...........................10
                  7.1.2      Insurance........................................11
                  7.1.3      Shipping Container Labels........................11
                  7.1.4      Carrier Selection................................11
                  7.1.5      Invoices.........................................11
                  7.1.6      Noncompliance....................................11
                  7.1.7      Reserved.........................................11
         7.2      Barcode Marking and Shipping................................11

8.0      QUALITY ASSURANCE, INSPECTION, REJECTION, &
         ACCEPTANCE...........................................................12
         8.1      Controlling Document........................................12
         8.2      Seller's Inspection.........................................12
                  8.2.1      Seller's Disclosure..............................12
                  8.2.2      Seller's Acceptance..............................12
         8.3      Boeing's Inspection and Rejection...........................12
         8.4      Rights of Boeing's Customers and Regulators to
                  Perform Inspections, Surveillance, and
                  Testing ....................................................13
         8.5      Retention of Records........................................14
         8.6      Inspection..................................................14
         8.7      Reserved....................................................14
         8.8      Regulatory Approvals........................................14

9.0      EXAMINATION OF RECORDS...............................................15

10.0     CHANGES..............................................................15
         10.1     Changes Clause..............................................15

11.0     GENERAL & INTERNATIONAL REQUIREMENTS.................................16
         11.1     Language....................................................16
         11.2     Currency....................................................16
         11.3     Import/Export...............................................16
         11.4     Mutual Assistance in Obtaining Import/Export
                  Authorizations Under ITAR or EAR............................18

12.0     TERMINATION FOR CONVENIENCE..........................................19
         12.1     Basis for Termination; Notice...............................19
         12.2     Termination Instructions....................................19
         12.3     Seller's Claim..............................................20
         12.4     Failure to Submit a Claim...................................20
         12.5     Partial Termination.........................................20
         12.6     Product Price...............................................20
         12.7     Exclusions or Deductions....................................21
         12.8     Partial Payment/Payment.....................................21
         12.9     Seller's Accounting Practices...............................21
         12.10    Records.................................................... 21

13.0     CANCELLATION FORDEFAULT..............................................22
         13.1     Events of Default...........................................22
         13.2     Remedies....................................................23

14.0     EXCUSABLE DELAY......................................................25

15.0     SUSPENSION OF WORK...................................................25

16.0     TERMINATION OR WRONGFUL CANCELLATION.................................26

17.0     ASSURANCE OF PERFORMANCE.............................................26

18.0     RESPONSIBILITY FOR PROPERTY..........................................27

19.0     LIMITATION OF SELLER'S RIGHT TO ENCUMBER ASSETS......................27

20.0     PROPRIETARY INFORMATION AND ITEMS....................................27

21.0     COMPLIANCE WITH LAWS.................................................28
         21.1     Seller's Obligation.........................................28
         21.2     Government Requirements.....................................29

22.0     INTEGRITY IN PROCUREMENT.............................................29

23.0     UTILIZATION OF SMALL BUSINESS CONCERNS...............................29

24.0     BOEING'S RIGHTS IN SELLER'S PATENTS, COPYRIGHTS, TRADE SECRETS,
         AND TOOLING..........................................................30

25.0     TERMINATION OF AIRPLANE PROGRAM......................................31
         25.1     Program Termination.........................................31
         25.2     Termination Liability.......................................31

26.0     PUBLICITY............................................................31

27.0     PROPERTY INSURANCE...................................................32
         27.1     Insurance...................................................32
         27.2     Certificate of Insurance....................................32
         27.3     Notice of Damage or Loss....................................32

28.0     RESPONSIBILITY FOR PERFORMANCE.......................................33
         28.1     Subcontracting..............................................33
         28.2     Reliance....................................................34
         28.3     Assignment..................................................34

29.0     NON-WAIVER/PARTIAL INVALIDITY........................................34

30.0     HEADINGS.............................................................34

31.0     RESERVED.............................................................35

32.0     RESERVED.............................................................35

33.0     DISPUTES.............................................................35

34.0     RESERVED.............................................................35

35.0     TAXES................................................................35
         35.1     Inclusion of Taxes in Price.................................35
         35.2     Litigation..................................................36
         35.3     Rebates.....................................................36

36.0     OFFSET CREDITS.......................................................36


<PAGE>

                                   AMENDMENTS

--------------------------------------------------------------------------------
    Amend       Description                             Date           Approval
    Number
--------------------------------------------------------------------------------





--------------------------------------------------------------------------------


<PAGE>

                             GENERAL TERMS AGREEMENT


                                   RELATING TO


                                 BOEING PRODUCTS


THIS GENERAL TERMS  AGREEMENT  ("GTA") ("the  Agreement")  is entered into as of
March 20, 2003 by and between Leonard's Metal Inc., a Missouri corporation, with
its  principal  office  in St.  Charles,  Missouri  ("Seller"),  and The  Boeing
Company,  a Delaware  corporation  acting by and through  the Boeing  Commercial
Airplanes,   McDonnell  Douglas  Corporation,   a  Maryland   corporation,   and
Boeing-Oakridge Company, (collectively and individually "Boeing").  Hereinafter,
the Seller and Boeing may be referred to jointly as "Parties" hereto.


                                   AGREEMENTS

1.0      DEFINITIONS

The definitions set forth below shall apply to this  Agreement,  any Order,  and
any related Special Business  Provisions  ("SBP").  Words importing the singular
shall also include the plural and vice versa.

     A.   "Customer"  means any owner,  lessee or  operator  of an  aircraft  or
          commodity, or designee of such owner, lessee or operator.

     B.   "FAA" means the United States Federal Aviation  Administration  or any
          successor agency thereto.

     C.   "FAR" means the Federal Acquisition  Regulations in effect on the date
          of this Agreement.

     D.   "Procurement Representative" means the individual designated by Boeing
          as being primarily  responsible for interacting  with Seller regarding
          this Agreement or any Order.

     E.   "Order"  means each  purchase  contract and  purchase  order issued by
          Boeing and either accepted by Seller under the terms of this Agreement
          or issued within Boeing's authority under this Agreement.

     F.   "Product"  means  goods,   including  components  and  parts  thereof,
          services,  documents, data, software, software documentation and other
          information or items  furnished or to be furnished to Boeing under any
          Order, including Tooling, except for Rotating Use Tooling.

     G.   "Tooling"  means all tooling,  used in  production  or  inspection  of
          Products,  either  provided to Seller or  supplied  by Seller  whereby
          Boeing agrees to pay Seller for the manufacture of the tooling.

2.0      ORDERING

2.1      Issuance of Orders

Boeing may issue Orders to Seller under this Agreement  from time to time.  Each
Order shall contain a description  of the Products  ordered,  a reference to the
applicable specifications,  Drawings or supplier part number, the quantities and
prices, the delivery  schedule,  the terms and place of delivery and any special
conditions.

Each Order,  which  incorporates  a Special  Business  Provisions  (SBP),  which
incorporates  this Agreement,  shall be governed by and be deemed to include the
provisions  of  this  Agreement.  Purchase  Order  Terms  and  Conditions,  Form
D1-4100-4045,  49-5700, GP1, DAC Form 26-915, DAC Form 26-916 or Form P252T does
not apply.  Any other Order terms and conditions,  which directly  conflict with
this  Agreement,  do not apply unless  specifically  agreed to in writing by the
Parties.

2.2      Acceptance of Orders

Each Order is Boeing's offer to Seller and acceptance is strictly limited to its
terms. Unless  specifically  agreed to in writing by the Authorized  Procurement
Representative  of Boeing,  Boeing objects to, and is not bound by, any terms or
condition  that  differs  from or adds to the Order.  Seller's  commencement  of
performance or acceptance of the Order in any manner shall conclusively evidence
Seller's acceptance of the Order as written.

Any  rejection by Seller of an Order shall specify the reasons for rejection and
any  changes  or  additions  that  would  make the Order  acceptable  to Seller;
provided, however, that Seller may not reject any Order for reasons inconsistent
with the provisions of this Agreement or the applicable SBP.

2.3      Written Authorization to Proceed

Boeing's Procurement Representative may give written or electronic authorization
to Seller to commence  performance  before Boeing  issues an Order.  If Boeing's
authorization  specifies  that an Order will be issued,  Boeing and Seller shall
proceed as if an Order had been issued.  This Agreement,  the applicable SBP and
the terms stated in the  authorization  shall be deemed to be a part of Boeing's
offer and the Parties  shall  promptly and in good faith agree on any open Order
terms.  If Boeing does not specify in its  authorization  that an Order shall be
issued,   Boeing's   obligation  is  strictly   limited  to  the  terms  of  the
authorization.

If Seller commences  performance  before an Order is issued or without receiving
Boeing's prior  authorization to proceed,  such performance shall be at Seller's
risk and expense.

3.0      TITLE AND RISK OF LOSS

Title to and risk of any loss of or damage  to the  Products  shall  pass at the
F.O.B.  point as specified in the  applicable  Order,  except for loss or damage
thereto resulting from Seller's fault or negligence.

4.0      DELIVERY

4.1      Schedule

Seller shall strictly adhere to the shipment,  delivery or completion  schedules
specified  in the  Order.  In the  event of any  anticipated  or  actual  delay,
including but not limited to delays attributed to labor disputes,  Seller shall:
(i)  promptly  notify  Boeing in  writing of the  reasons  for the delay and the
actions being taken to overcome or minimize the delay;  and (ii) provide  Boeing
with a written recovery schedule. If Boeing requests,  Seller shall, at Seller's
expense,  ship via air or other expedited routing to avoid the delay or minimize
it as much as possible. Seller shall not deliver Products prior to the scheduled
delivery dates unless authorized by Boeing,

Boeing shall,  at no additional  cost,  retain goods  furnished in excess of the
specified quantity or in excess of any allowable overage unless,  within 45 days
of  shipment,  Seller  requests  return  of such  excess.  In the  event of such
request,  Seller shall  reimburse  Boeing for reasonable  costs  associated with
storage and return of excess.  If Products are  manufactured  with  reference to
Boeing Proprietary Information or Materials,  Seller agrees that pursuant to the
Proprietary Information and Items article of this Agreement, it will not sell or
offer such  Products for sale to anyone other than Boeing  without  Boeing prior
written consent.

4.2      Reserved

4.3      Notice of Labor Negotiations

When  requested by Boeing,  Seller will provide  status on labor  contracts  and
pending negotiations,  including that of Seller's subcontractors,  except as may
be prohibited by law.

5.0      ON-SITE REVIEW AND RESIDENT REPRESENTATIVES

5.1      Review

Seller hereby grants,  and shall cause any of its  subcontractors  to grant,  to
Boeing the right to visit the  facility  of Seller or any of its  subcontractors
during  operating  hours to review  progress  and  performance  with  respect to
production,  schedule,  cost,  quality and  protection  of Boeing's  proprietary
rights under this GTA. Any Boeing  representative shall be allowed access to all
areas used for the  performance of this GTA. Such access shall be subject to the
regulations of any governmental  agency regarding  admissibility and movement of
personnel on the premises of Seller or any of its subcontractors.

Boeing shall notify  Seller  prior to any visit.  Such notice shall  contain the
names,  citizenship and positions of the visiting personnel and the duration and
purpose of such visit.

5.2      Resident Representatives

Boeing may, in its sole discretion,  and for such period, as it deems necessary,
locate resident personnel  ("Resident Team") at Seller's facility.  The Resident
Team shall  function  under the  direction  of a  resident  Boeing  manager,  if
appropriate,  or a manager  located at Boeing who will  supervise  Resident Team
activities.

The Resident Team shall be allowed  access to or to review,  as the case may be,
all work areas,  program  status  reports  and  management  reviews  used for or
relating to Seller's performance of this GTA.

Seller  shall  supply the  Resident  Team with office  space,  desks,  facsimile
machines,  telephones,   stationery  supplies,  filing  cabinets,  communication
facilities, secretarial and stenographic services and any other items reasonably
requested by Boeing.  A reasonable  portion of the Resident  Team's working area
shall be dedicated to space for private  telephone  calls,  meetings and similar
Boeing activities.  All costs and expenses for such facilities and services,  if
required, shall be paid by Seller.

Notwithstanding   such  assistance,   Seller  remains  solely   responsible  for
performing in accordance with each Order.

6.0      CREDIT OFFICE VISIBILITY

If requested,  Seller shall provide  financial data, on a quarterly basis, or as
requested  to the Boeing  Corporate  Credit  Office  for  credit  and  financial
condition reviews. Said data shall include but not be limited to balance sheets,
schedule of accounts payable and receivable,  major lines of credit,  creditors,
income  statements  (profit and loss), cash flow statements,  firm backlog,  and
headcount.  Copies of such data are to be made available  within 72 hours of any
written request by Boeing's Corporate Credit Office. Boeing shall treat all such
information as confidential.

7.0      PACKING AND SHIPPING

7.1      General

Seller shall pack the Products to prevent damage and  deterioration  taking into
account method of shipment,  location of shipment and destination of receipt, as
well as time associated with shipment. Seller shall comply with carrier tariffs.
Unless the Order specifies  otherwise,  the price includes  shipping charges for
Products to the F.O.B.  destination.  Unless  otherwise  specified in the Order,
Products sold F.O.B. place of shipment shall be forwarded collect.  For Products
shipped domestically,  Seller shall make no declaration  concerning the value of
the  Products  shipped,  except  on the  Products  where  the  tariff  rating is
dependent upon released or declared value.  In such event,  Seller shall release
or declare such value at the maximum value within the lowest rating.  Boeing may
charge  Seller for damage to or  deterioration  of any Products  resulting  from
improper packing or packaging. Seller shall comply with any special instructions
stated in the  applicable  Order.  Upon Boeing's  request,  Seller will identify
packaging charges showing material and labor costs for container fabrication.

7.1.1    Shipping Documentation

Shipments by Seller or its  subcontractors  must include  packing  sheets.  Each
packing  sheet must  include  at a minimum  the  following:  a)  Seller's  name,
address,  phone number;  and supplier  code number b) Order and item number;  c)
ship date for the  Products;  d) total  quantity  shipped  and  quantity in each
container, if applicable; e) legible pack slip number; f) nomenclature;  g) unit
of measure;  h) ship to information  if other than Boeing;  i) warranty data and
certification,  as  applicable;  j) rejection  tag, if  applicable;  k) Seller's
certification   that   Products   comply  with  Order   requirements;   and,  l)
identification of optional material used, if applicable.  A shipment  containing
hazardous and non-hazardous  materials must have separate packing sheets for the
hazardous  and  non-hazardous  materials.  Items shipped on the same day will be
consolidated  on one bill of  lading  or  airbill,  unless  Boeing's  Authorized
Procurement  Representative  authorizes  otherwise.  The shipping documents will
describe  the  material  according to the  applicable  classification  or tariff
rating.  The total  number of  shipping  containers  will be  referenced  on all
shipping  documents.  Originals  of all  government  bills  of  lading  will  be
surrendered to the origin carrier at the time of shipment.

7.1.2    Insurance

Seller will not insure any FOB Origin shipment unless authorized by Boeing.

7.1.3    Shipping Container Labels

Seller will label each shipping  container  with the Order number and the number
that each container represents of the total number being shipped (e.g., Box 1 of
2, Box 2 of 2).

7.1.4    Carrier Selection

Boeing  will select the carrier  and mode of  transportation  for all  shipments
where freight costs will be charged to Boeing.

7.1.5    Invoices

Seller will include copies of documentation  supporting  prepaid freight charges
(e.g.,  carrier  invoices  or UPS  shipping  log/manifest),  if  any,  with  its
invoices.

7.1.6    Noncompliance

If Seller is unable to comply with the shipping  instructions  in this Agreement
or an Order,  Seller will contact  Boeing's  Traffic  Management  Department  or
Boeing's Authorized Procurement Representative.

7.1.7    Reserved

7.2      Barcode Marking and Shipping

For those shipments which support Orders from Boeing  locations where Seller has
been approved to utilize  barcode  labeling for shipping and  packaging,  Seller
shall mark and package such shipments in accordance with the applicable  barcode
requirements for that location.


<PAGE>


8.0      QUALITY ASSURANCE, INSPECTION, REJECTION, & ACCEPTANCE

8.1      Controlling Document

The  controlling  quality  assurance  document  for Orders shall be as set forth
elsewhere in the contract.

8.2      Seller's Inspection

Seller shall  inspect or otherwise  verify that all  Products,  including  those
components  procured from or furnished by subcontractors or Boeing,  comply with
the  requirements  of the Order prior to shipment to Boeing or Customer.  Seller
shall be  responsible  for all  tests  and  inspections  of the  Product  during
receiving,  manufacture and Seller's final inspection.  Seller agrees to furnish
copies of test  and/or  control  data upon  request  from  Boeing's  Procurement
Representative.

8.2.1    Seller's Disclosure

Seller will immediately  notify Boeing in writing when discrepancies in Seller's
processes  or Product  are  discovered  or  suspected  for  Products  Seller has
delivered or will deliver under this Agreement.

8.2.2    Seller's Acceptance

Seller shall provide with all shipments the following  evidence of acceptance by
its Quality Assurance  department:  (a) certified  physical and metallurgical or
mechanical test reports where required by controlling  specifications,  or (b) a
signed,  dated  statement  on the  packing  sheet  certifying  that its  Quality
Assurance  department  has  inspected  the  Products  and  they  adhere  to  all
applicable Drawings and/or specifications.

8.3      Boeing's Inspection and Rejection

Boeing will accept the Products or give Seller notice of rejection or revocation
of acceptance  ("rejection" herein),  notwithstanding any payment, prior test or
inspection, or passage of title. No inspection, test delay or failure to inspect
or test or failure to discover any defect or other  nonconformance shall relieve
Seller of any obligations  under this Agreement or impair any right or remedy of
Boeing.

If Seller  delivers  non-conforming  Products,  Boeing  may at its option and at
Seller's  expense (i) return the  Products  for credit or refund;  (ii)  require
Seller to promptly correct or replace the Products;  (iii) correct the Products;
or, (iv) obtain replacement Products from another source.

Seller shall not redeliver  corrected or rejected  goods without  disclosing the
former  rejection or  requirement  for  correction.  Seller  shall  disclose any
corrective action taken. Repair, replacement and other correction and redelivery
shall be completed within the original  delivery  schedule or such later time as
Authorized Procurement Representatives of Boeing may reasonably direct.

All  costs  and  expenses  and  loss of  value  incurred  as a  result  of or in
connection with  nonconformance and repair,  replacement or other correction may
be recovered from Seller by equitable  price reduction or credit against amounts
that may be owed to Seller under this Agreement or otherwise.

Acceptance of any Product by Boeing  following any repair or rework  pursuant to
this  Section  8.3 shall not alter or affect  the  obligations  of Seller or the
rights of Boeing under SBP Section 6.1.

8.4      Rights of Boeing's  Customers and  Regulators  to Perform  Inspections,
         Surveillance, and Testing

Boeing's  rights to perform  inspections,  surveillance  and tests and to review
procedures,  practices,  processes  and  related  documents  related  to quality
assurance,  quality  control,  flight safety,  and  configuration  control shall
extend  to  the   Customers  of  Boeing  that  are   departments,   agencies  or
instrumentalities  of the United  States  Government  and to the  United  States
Government FAA and any successor agency or  instrumentality of the United States
Government.  Boeing may also, at Boeing's  option,  by prior written notice from
Boeing's  Authorized  Procurement  Representative,  extend  such rights to other
Customers of Boeing and to agencies or  instrumentalities of foreign governments
equivalent  in purpose to the  Federal  Aviation  Administration.  Seller  shall
cooperate with any such United States Government or Boeing directed  inspection,
surveillance,  test or review without  additional  charge to Boeing.  Nothing in
this contract shall be interpreted to limit United States  Government  access to
Seller's facilities pursuant to law or regulation.

Where  Seller is located in or  subcontracts  with a supplier  or  subcontractor
located in a country  which does not have a Bi-lateral  Airworthiness  Agreement
with the United States,  Seller will obtain and maintain on file and require its
affected supplier(s) or subcontractor(s) to obtain and maintain on file, subject
to review by Boeing,  a letter from the applicable  government where the Product
or subcontracted  element is to be manufactured  stating that Boeing and the FAA
will be granted  access to perform  inspections,  surveillance  and tests and to
review procedures, practices, processes and related documents related to quality
assurance, quality control, flight safety, and configuration control.

8.5      Retention of Records

For purchases supporting BCA, Quality Assurance records shall be maintained on
file at Seller's facility and available to FAA (or equivalent governmental
agency in Seller's country that has been granted jurisdiction by the FAA) and
Boeing's authorized representatives. Seller shall retain such records for a
period of not less than seven (7) years from the date of final payment under the
applicable Order for all Products unless otherwise specified on the Order.

8.6      Inspection

At no  additional  cost  to  Boeing,  Products  may be  subject  to  inspection,
surveillance  and  test at  reasonable  times  and  places,  including  Seller's
subcontractors'  locations.  Boeing will perform  inspections;  surveillance and
tests so as not to unduly delay the work.  Seller shall  maintain an  inspection
system acceptable to Boeing for the Products purchased under this Agreement.

If  Boeing  performs  an  inspection  or test on the  premises  of Seller or its
subcontractors,  Seller shall furnish and require its subcontractors to furnish,
without additional charge, reasonable facilities and assistance for the safe and
convenient performance of these duties.

Seller's documentation accompanying the shipment must reflect evidence of this
inspection.

8.7      Reserved

8.8      Regulatory Approvals

For aircraft  regulated  by the FAA or non-U.S.  equivalent  agency,  regulatory
approval  may be  required  for Seller to make  direct  sales  (does not include
"direct  ship" sale through  Boeing) of  modification  or  replacement  parts to
owners/operators of type-certificated  aircraft.  Regulatory  approval,  such as
Parts  Manufacturing  Authority  (PMA),  is  granted  by the FAA or  appropriate
non-U.S.  equivalent  regulatory agency. Seller agrees not to engage in any such
direct sales of Products under this Agreement without regulatory  approval.  Any
breach of this provision will be deemed a material breach of this Agreement.  On
Seller proprietary parts,  Seller agrees to notify Boeing of application for PMA
or other  applicable  regulatory  approval and subsequent  approval or denial of
same.  Upon  receipt of proof of PMA or other  applicable  regulatory  approval,
Boeing may list Seller in the Illustrated Parts Catalog as seller of that part.

9.0      EXAMINATION OF RECORDS

Seller shall maintain  complete and accurate records showing the sales volume of
all  Products.  Such records shall  support all services  performed,  allowances
claimed and costs incurred by Seller in the performance of each Order, including
but not limited to those  factors  which  comprise or affect direct labor hours,
direct labor rates, material costs, burden rates and subcontracts.  Such records
and other data shall be capable of  verification  through  audit and analysis by
Boeing and be available to Boeing at Seller's facility for Boeing's examination,
reproduction,  and audit at all reasonable times from the date of the applicable
Order until three (3) years after final payment  under such Order.  Seller shall
provide  assistance  to  interpret  such  data  if  requested  by  Boeing.  Such
examination shall provide Boeing with complete  information  regarding  Seller's
performance  for use in price  negotiations  with Seller relating to existing or
future  orders  for  Products,  including  but not  limited  to  negotiation  of
equitable adjustments for changes and  termination/obsolescence  claims pursuant
to GTA Section 10.0. Boeing shall treat all information disclosed under this GTA
Section  as   confidential,   unless  required  by  US  Government   contracting
regulation(s).

10.0     CHANGES

10.1     Changes Clause

Boeing's Procurement  Representative may, without notice to sureties, in writing
direct  changes within the general scope of this Agreement or an Order in any of
the following:  (i) technical  requirements  and  descriptions,  specifications,
statement of work, drawings or designs; (ii) shipment or packing methods;  (iii)
place of delivery,  inspection or  acceptance;  (iv)  reasonable  adjustments in
quantities  or  delivery  schedules  or both;  (v)  amount  of  Boeing-furnished
property;  and, if this contract includes services, (vi) description of services
to be performed;  (vii) time of performance (i.e., hours of the day, days of the
week,  etc.); and (viii) place of performance.  Seller shall comply  immediately
with such direction.

If such change  increases or decreases the cost or time required to perform this
contract, Boeing and Seller shall negotiate an equitable adjustment in the price
or schedule,  or both, to reflect the increase or decrease.  Boeing shall modify
the Order in writing  accordingly.  Unless otherwise  agreed in writing,  Seller
must assert any claim for adjustment to Boeing's  Procurement  Representative in
writing  within  25 days and  deliver a fully  supported  proposal  to  Boeing's
Procurement  Representative  within  60  days  after  Seller's  receipt  of such
direction. Boeing may, at its sole discretion,  consider any claim regardless of
when asserted.  If Seller's proposal includes the cost of property made obsolete
or excess by the  change,  Boeing may direct the  disposition  of the  property.
Boeing may examine Seller's  pertinent books and records to verify the amount of
Seller's  claim.  Failure of the Parties to agree upon any adjustment  shall not
excuse Seller from performing in accordance with Boeing's direction.

If Seller  considers that Boeing's  conduct  constitutes a change,  Seller shall
notify  Boeing's  Procurement  Representative  immediately  in writing as to the
nature  of such  conduct  and its  effect  upon  Seller's  performance.  Pending
direction from Boeing's Procurement Representative,  Seller shall take no action
to implement any such change.

11.0     GENERAL & INTERNATIONAL REQUIREMENTS

11.1     Language

The  Parties  hereto  have  agreed  that this  Agreement  be drafted in American
English only. Where Seller resides in Quebec,  Canada, les parties aux presentes
tes ont  convenu de rediger ce  contrat en Anglais  seulement.  All  contractual
documents and all correspondence, invoices, notices and other documents shall be
submitted in American  English.  Any  necessary  conversations  shall be held in
English.  Boeing shall determine whether  measurements will be in the English or
Metric  system or a  combination  of the two  systems.  Seller shall not convert
measurements,  which Boeing has stated in an English measurement system into the
Metric system in documents furnished to Boeing

11.2     Currency

Unless  specified  elsewhere  herein,  all  prices  shall be  stated  in and all
payments  shall be made in the  currency of the United  States of America  (U.S.
Dollars).  No  adjustments  to any  prices  shall  be  made  for  changes  to or
fluctuations in currency exchange rates.

11.3     Import/Export

     A.   Seller  shall  comply  with  applicable  import  and  export  laws and
          regulations of Seller's  country and of the United States and with all
          applicable  export  licenses  and their  provisos.  This  contract may
          involve  information  or items which are subject to the  International
          Traffic   in  Arms   Regulations   (ITAR)  or  Export   Administration
          Regulations  (EAR) and which may not be released to "Foreign  Persons"
          inside  or  outside  the  United  States  without  the  proper  export
          authority.

          The ITAR  defines a Foreign  Person  as any  person  who is not a U.S.
          citizen,  a lawful permanent resident as defined by 8 USC 1101(a)(20),
          or a protected  individual  as defined by 8 USC  1324b(a)(3).  Foreign
          Person also means a corporation, business association, partnership, or
          any other entity that is not  incorporated or organized to do business
          in the United States, as well as international organizations,  foreign
          governments,  and any agency or  subdivision  of  foreign  governments
          (e.g. diplomatic missions).

     B.   The  importer/exporter  of record  has  obtained  or will  obtain  and
          properly  utilize,  U.S.  Government  import/export  authorization  to
          furnish  to Seller  any  defense  articles,  technical  data,  defense
          services,  software,  and/or other controlled items (together referred
          to herein as "Controlled Items") requiring such  authorization,  which
          are necessary for Seller to perform this contract.

          Such  Controlled  Items are  authorized  for export  only to  Seller's
          country  for use by Seller  and may not,  without  the  prior  written
          approval of the U.S.  Government,  be  transferred,  transshipped on a
          non-continuous  voyage, or otherwise disposed of in any other country,
          either in their original form or after being  incorporated  into other
          end items.

          If so requested by the  importer/exporter  of record,  the other party
          shall  assist in  obtaining  such  authorization.  If U.S.  Government
          import/export  authorization is not available,  cannot be obtained, or
          is obtained and subsequently revoked, Controlled Items to be delivered
          or  exchanged  pursuant  to  this  contract  shall  not  be  imported,
          exported, or re-exported.  Resale or other transfer of items delivered
          or exchanged  pursuant to this contract  shall be in  accordance  with
          this clause.

     C.   U.S.  Government   import/export   authorization  is  based  upon  the
          following ITAR  requirements  and upon all applicable  export licenses
          with which Seller agrees to comply:

          1.   Seller shall use Controlled Items furnished by Boeing only in the
               manufacture of Products in accordance with this contract.

          2.   Seller shall not disclose or provide  Controlled  Items furnished
               by Boeing to any Foreign  Person  either in the United  States or
               abroad before obtaining written authorization from Boeing or from
               the U.S.  Department of State Office of Defense  Trade  Controls,
               except that if Seller is itself a Foreign Person, it may disclose
               or  provide  Controlled  Items  furnished  by Boeing to  Seller's
               employees who are nationals of Seller's country of site.

          3.   Seller acquires no rights in Controlled Items furnished by Boeing
               except to use them to perform  this  contract.  Seller  shall not
               purport  to convey to any  subcontractor  or person  any  greater
               rights  in the  data  than  Seller  has.  Seller  may  convey  to
               subcontractors  the  right to use the  Controlled  Items  only as
               required to perform their subcontracts.

          4.   Seller shall deliver the articles manufactured in accordance with
               this  contract  only to  Boeing in the  United  States  or,  with
               Boeing's authorization, to the U.S. Government.

          5.   Upon  completion  or  termination  of this  contract,  Boeing may
               require  Seller  to:  i)  return to  Boeing  all  technical  data
               furnished  by Boeing  pursuant to this  contract;  or ii) destroy
               such   technical   data  and  to   certify  in  writing  to  such
               destruction.

          6.   Seller shall impose  these  requirements,  1 through 6 inclusive,
               suitably  revised  to  properly  identify  the  parties,  on  all
               subcontractors to whom Seller intends to furnish Controlled Items
               provided by Boeing for use by the  subcontractors  in performance
               of subcontracts.

     D.   Seller agrees, in addition to the above procedures  established by the
          ITAR, to place the following  legend on all technical  data  obtained,
          used, generated, or delivered in performance of this contract:

          WARNING--Information  Subject to Export Control Laws This document may
          contain  information  subject  to the  International  Traffic  in Arms
          Regulation  (ITAR) or the Export  Administration  Regulation  (EAR) of
          1979. This information may not be exported,  released, or disclosed to
          Foreign  Nationals  outside the United States without first  complying
          with the export.

11.4     Mutual Assistance in Obtaining Import/Export  Authorizations Under ITAR
         or EAR

     A.   Upon request of Boeing's  Authorized  Procurement Agent, Seller shall,
          promptly  and  without   additional  cost,  furnish  Boeing  with  any
          documentation,  including import  certificates or end-user  statements
          from Seller or Seller's  government,  which is reasonably necessary to
          support Boeing's application for U.S. import or export authorizations.
          Boeing shall not be responsible for delays in U.S. import or export of
          Controlled  Items  supplied  hereunder  by  Boeing  due to a  lack  of
          necessary documentation from Seller or Seller's country.

     B.   Seller shall be responsible  for obtaining  required  import or export
          approvals,  including  licenses  to  import  or  export  equipment  or
          authorizations  for Boeing to locate personnel and furnish  in-country
          technical assistance.

     C.   Upon Seller's  request,  Boeing shall promptly furnish Seller with any
          documentation,  including import  certificates or end -user statements
          from Boeing or the U.S.  Government,  which is reasonably necessary to
          support  Seller's  application  for  import or  export  authorizations
          issued by Seller's  government.  Seller shall not be  responsible  for
          delays in import or export of Controlled  Items supplied  hereunder by
          Seller  into or out of  Seller's  country  due to a lack of  necessary
          documentation from Boeing or Boeing's country.

     D.   If the government of either party denies,  fails to grant,  or revokes
          any import or export  authorizations  necessary for the performance of
          this contract,  that party shall  immediately  notify the other party,
          and neither  party shall be  responsible  for  performance  or payment
          under this contract for directly affected activities.

12.0     TERMINATION FOR CONVENIENCE

12.1     Basis for Termination; Notice

          Boeing  may,  from  time to time  terminate  all or part of any  Order
          issued hereunder, by written notice to Seller. Any such written notice
          of termination  shall specify the effective date and the extent of any
          such termination.

12.2     Termination Instructions

          On receipt of a written notice of termination  pursuant to GTA Section
          12.1, unless otherwise directed by Boeing, Seller shall:

     A.   Immediately stop work as specified in the notice;

     B.   Immediately terminate its subcontracts and purchase orders relating to
          work terminated;

     C.   Settle any termination claims made by its subcontractors or suppliers;
          provided,   that  Boeing  shall  have  approved  the  amount  of  such
          termination claims prior to such settlement;

     D.   Preserve and protect all terminated inventory and Products;

     E.   At  Boeing's  request,  transfer  title (to the extent not  previously
          transferred)  and deliver to Boeing or Boeing's  designee all supplies
          and materials, work-in-process, Tooling and manufacturing drawings and
          data  produced  or  acquired  by Seller  for the  performance  of this
          Agreement  and any  Order,  all in  accordance  with the terms of such
          request;

     F.   Be  compensated  for such items to the extent  provided in GTA Section
          12.3 below;

     G.   Take all reasonable  steps required to return,  or at Boeing's  option
          and with prior  written  approval to destroy,  all Boeing  Proprietary
          Information  and  Items,  as set  forth in GTA  Section  20.0,  in the
          possession, custody or control of Seller;

     H.   Take such other  action as, in  Boeing's  reasonable  opinion,  may be
          necessary,  and as Boeing  shall  direct  in  writing,  to  facilitate
          termination of the Order; and

     I.   Complete performance of the work not terminated.

12.3     Seller's Claim

If Boeing  terminates  an Order in whole or in part pursuant to GTA Section 12.1
above,  Seller  shall  have the right to submit a written  termination  claim to
Boeing in accordance with the terms of this GTA Section 12.3.  Such  termination
claim  shall  be  asserted  to  Boeing  within  forty-five  (45)  days  and  all
documentation  supporting  said  claim must be  asserted  not later than six (6)
months after Seller's receipt of the termination notice and shall be in the form
prescribed by Boeing.  Such claim must contain  sufficient detail to explain the
amount claimed,  including detailed inventory schedules and a detailed breakdown
of all costs claimed  separated  into  categories  (e.g.,  materials,  purchased
parts, finished components,  labor, burden, general and administrative),  and to
explain the basis for  allocation of all other costs.  With regard to the amount
compensatable to Seller under a termination  pursuant to GTA Section 12.1 above,
Seller shall be entitled to  compensation  in accordance  with and to the extent
allowed  under  the  terms of FAR  52-249-2  paragraphs  (e)-(i),  (Sept 96) (as
published in 48 CFR ss.  52.249-2  approval  1996;  without  Alternates,  unless
alternate  clause date is called out on the Order) which is incorporated  herein
by reference except  "Government"  and "Contracting  Officer" shall mean Boeing,
"Contractor" shall mean Seller and "Contract" shall mean Order.

Seller shall indemnify  Boeing and hold Boeing harmless from and against (i) any
and all claims,  suits and proceedings  against Boeing by any  subcontractor  or
supplier  of  Seller in  respect  of any such  termination  and (ii) any and all
costs,  expenses,  losses and damages  incurred by Boeing in connection with any
such claim, suit or proceeding.

12.4     Failure to Submit a Claim

Notwithstanding any other provision of this GTA Section 12.0, if Seller fails to
submit a termination claim within the time period set forth above,  Seller shall
be barred  from  submitting  a claim and  Boeing  shall have no  obligation  for
payment  to Seller  under  this GTA  Section  12.0  except  for  those  Products
previously delivered and accepted by Boeing.

12.5     Partial Termination

Any  partial  termination  of an Order  shall not alter or affect  the terms and
conditions of the Order or any Order with respect to Products not terminated.

12.6     Product Price

Termination  under any of the above paragraphs shall not result in any change to
unit prices for Products not terminated.


<PAGE>


12.7     Exclusions or Deductions

The following  items shall be excluded or deducted  from any claim  submitted by
Seller:

     A.   All  unliquidated  advances or other payments made by Boeing to Seller
          pursuant to a terminated Order;

     B.   Any claim which Boeing has against Seller;

     C.   The agreed price for scrap allowance;

     D.   Except for normal spoilage and any risk of loss assumed by Boeing, the
          agreed  fair  value of  property  that is lost,  destroyed,  stolen or
          damaged.

12.8     Partial Payment/Payment

Payment,  if any,  to be paid under this GTA  Section  12.0 shall be made thirty
(30) days after settlement between the parties or as otherwise agreed to between
the  parties.  Boeing may make  partial  payments  and  payments  against  costs
incurred  by  Seller  for the  terminated  portion  of the  Order.  If the total
payments  exceed the final amount  determined to be due,  Seller shall repay the
excess to Boeing upon demand.

12.9     Seller's Accounting Practices

Boeing and Seller agree that  Seller's  "normal  accounting  practices"  used in
developing  the price of the Product(s)  shall also be used in  determining  the
allocable costs at termination.  For purposes of this GTA Section 12.9, Seller's
"normal  accounting  practices"  refers to Seller's  method of charging costs as
either a direct charge, overhead expense, general administrative expense, etc.

12.10    Records

Unless otherwise provided in this Agreement or by law, Seller shall maintain all
financial records and documents  relating to the terminated portion of the Order
for three (3) years after final settlement of Seller's termination claim.


<PAGE>


13.0     CANCELLATION FOR DEFAULT

13.1     Events of Default

The  occurrence of any one or more of the following  events shall  constitute an
"Event of Default".

     A.   Any  failure  by  Seller  to  deliver,  when and as  required  by this
          Agreement or any Order, any Product, except as provided in GTA Section
          14.0; or

     B.   Any  failure  by  Seller  to  provide  an   acceptable   Assurance  of
          Performance  within  the  time  specified  in  GTA  Section  17.0,  or
          otherwise in accordance with applicable law; or,

     C.   Any  failure by Seller to perform or comply  with any  obligation  set
          forth in GTA Section 20.0;or,

     D.   Seller is or has participated in the sale,  purchase or manufacture of
          airplane parts without the required approval of the FAA or appropriate
          non-U.S. equivalent regulatory agency; or

     E.   Boeing  revokes  Seller's  Quality   Assurance  System  approval,   if
          applicable; or,

     F.   Any failure by Seller to perform or comply with any obligation  (other
          than as  described in the  foregoing  GTA  Sections  (13.1.A,  13.1.B,
          13.1.C,  13.1.D  and  13.1.E)  set  forth in this  Agreement  and such
          failure  shall  continue  unremedied  for a period of ten (10) days or
          more following receipt by Seller of notice from Boeing specifying such
          failure; or

     G.   (a) the  suspension,  dissolution or winding-up of Seller's  business,
          (b)  Seller's  insolvency,  or  its  inability  to pay  debts,  or its
          nonpayment  of debts,  as they  become  due,  (c) the  institution  of
          reorganization,  liquidation  or other such  proceedings by or against
          Seller or the appointment of a custodian, trustee, receiver or similar
          Person for Seller's  properties  or  business,  (d) an  assignment  by
          Seller for the benefit of its  creditors,  or (e) any action of Seller
          for the purpose of effecting or facilitating any of the foregoing.

<PAGE>


13.2     Remedies

If any Event of Default shall occur:

     A.   Cancellation

          Boeing may, by giving  written  notice to Seller,  immediately  cancel
          this Agreement,  any SBP, any Administrative  Agreement, or any Order,
          in whole or in part,  and  Boeing  shall not be  required  after  such
          notice to accept the tender by Seller of any Products  with respect to
          which Boeing has elected to cancel this Agreement.

     B.   Cover

          Boeing may  manufacture,  produce or provide,  or may engage any other
          persons  to   manufacture,   produce  or  provide,   any  Products  in
          substitution  for the  Products to be  delivered or provided by Seller
          hereunder  with respect to which this  Agreement or any Order has been
          canceled.  In addition to any other  remedies or damages  available to
          Boeing  hereunder  or at law or in  equity,  Boeing may  recover  from
          Seller the difference  between the price for each such Product and the
          aggregate expense, including,  without limitation,  administrative and
          other  indirect  costs,  paid or  incurred  by Boeing to  manufacture,
          produce or provide, or engage other persons to manufacture, produce or
          provide,  each such Product.

     C.   Rework or Repair

          Where allowed by the applicable  regulatory  authority,  Boeing or its
          designee  may rework or repair  any  Product  in  accordance  with GTA
          Section 8.3;

     D.   Setoff

          Boeing  shall,  at its  option,  have the right to set off against and
          apply to the payment or performance of any  obligation,  sum or amount
          owing  at any  time to  Boeing  hereunder  or  under  any  Order,  all
          deposits, amounts or balances held by Boeing for the account of Seller
          and any amounts  owed by Boeing to Seller,  regardless  of whether any
          such deposit,  amount,  balance or other amount or payment is then due
          and owing.

     E.   Tooling and other Materials

          As partial  compensation  for the  additional  costs which Boeing will
          incur  as a result  of the  actual  physical  transfer  of  production
          capabilities from Seller to Boeing or Boeing's designee,  Seller shall
          upon the request of Boeing, transfer and deliver to Boeing or Boeing's
          designee  title  to any  or all  (i)  Tooling,  (ii)  Boeing-furnished
          material, (iii) raw materials, parts,  work-in-process,  incomplete or
          completed  assemblies,  and all other Products or parts thereof in the
          possession  or under  the  effective  control  of Seller or any of its
          subcontractors  (iv)  Proprietary  Information and Materials of Boeing
          including  without  limitation   planning  data,  drawings  and  other
          Proprietary   Information  and  Materials   relating  to  the  design,
          production,  maintenance, repair and use of Tooling, in the possession
          or under the effective control of Seller or any of its subcontractors,
          in each case free and clear of all  liens,  claims or other  rights of
          any person.

          Seller   shall  be   entitled  to  receive   from  Boeing   reasonable
          compensation   for  any  item   accepted  by  Boeing  which  has  been
          transferred to Boeing  pursuant to this GTA Section 13.2.E (except for
          any item the price of which  shall  have been paid to Seller  prior to
          such transfer); provided, however, that such compensation shall not be
          paid  directly  to  Seller,  but  shall be  accounted  for as a setoff
          against  any  damages  payable  by Seller to Boeing as a result of any
          Event of Default.

     F.   Remedies Generally

          No  failure  on the part of Boeing in  exercising  any right or remedy
          hereunder, or as provided by law or in equity, shall impair, prejudice
          or  constitute  a waiver  of any such  right  or  remedy,  or shall be
          construed  as a waiver of any Event of Default  or as an  acquiescence
          therein.  No single or  partial  exercise  of any such right or remedy
          shall preclude any other or further  exercise  thereof or the exercise
          of any other  right or remedy.  No  acceptance  of partial  payment or
          performance of any of Seller's obligations  hereunder shall constitute
          a waiver of any Event of  Default or a waiver or release of payment or
          performance in full by Seller of any such  obligation.  All rights and
          remedies  of  Boeing  hereunder  and at law  and in  equity  shall  be
          cumulative  and not mutually  exclusive  and the exercise of one shall
          not be deemed a waiver of the right to  exercise  any  other.  Nothing
          contained in this  Agreement  shall be construed to limit any right or
          remedy of Boeing now or hereafter existing at law or in equity.

14.0     EXCUSABLE DELAY

If delivery of any Product is delayed by unforeseeable  circumstances beyond the
control and without the fault or  negligence  of Seller or of its  suppliers  or
subcontractors  (any such delay  being  hereinafter  referred  to as  "Excusable
Delay"),  the  delivery of such  Product  shall be  extended  for a period to be
determined by Boeing after an assessment by Boeing of alternative  work methods.
Excusable  Delays  may  include,  but  are not  limited  to,  acts of God,  war,
terrorist acts, riots, acts of government, fires, floods, epidemics,  quarantine
restrictions,  freight embargoes, strikes or unusually severe weather, but shall
exclude Seller's noncompliance with any rule, regulation or order promulgated by
any  governmental  agency  for or  with  respect  to  environmental  protection.
However,   the  above   notwithstanding,   Boeing  expects  Seller  to  continue
production,  recover lost time and support all  schedules as  established  under
this  Agreement or any Order.  Therefore,  it is understood  and agreed that (i)
delays  of less  than  two (2)  days  duration  shall  not be  considered  to be
Excusable  Delays  unless  such  delays  shall  occur  within  thirty  (30) days
preceding  the  scheduled  delivery  date of any  Product  and  (ii) if delay in
delivery   of  any  Product  is  caused  by  the  default  of  any  of  Seller's
subcontractors  or  suppliers,  such delay shall not be  considered an Excusable
Delay  unless the supplies or services to be provided by such  subcontractor  or
supplier are not  obtainable  from other  sources in  sufficient  time to permit
Seller to meet the applicable delivery schedules.  If delivery of any Product is
delayed by any  Excusable  Delay for more than  three (3)  months,  Boeing  may,
without any additional  extension,  cancel all or part of any Order with respect
to the delayed Products, and exercise any of its remedies in accordance with GTA
Section 13.2,  provided  however,  that Boeing shall not be entitled to monetary
damages or specific  performance to the extent  Seller's breach is the result of
an Excusable Delay.

15.0     SUSPENSION OF WORK

Boeing may at any time, by written order to Seller,  require  Seller to stop all
or any part of the  work  called  for by this  Agreement  for up to one  hundred
twenty (120) days hereafter  referred to as a "Stop Work Order" issued  pursuant
to this GTA Section 15.0. On receipt of a Stop Work Order, Seller shall promptly
comply with its terms and take all  reasonable  steps to minimize the occurrence
of costs  arising from the work covered by the Stop Work Order during the period
of work stoppage.  Within the period  covered by the Stop Work Order  (including
any  extension  thereof)  Boeing  shall either (i) cancel the Stop Work Order or
(ii)  terminate or cancel the work covered by the Stop Work Order in  accordance
with the  provisions  of GTA  Section  12.0 or 13.0.  In the event the Stop Work
Order is canceled by Boeing or the period of the Stop Work Order  (including any
extension thereof) expires, Seller shall promptly resume work in accordance with
the terms of this Agreement or any applicable Order.

16.0     TERMINATION OR WRONGFUL CANCELLATION

Boeing shall not be liable for any loss or damage resulting from any termination
pursuant to GTA Section 12.1,  except as expressly  provided in GTA Section 12.3
or any  cancellation  under GTA  Section  13.0  except to the  extent  that such
cancellation  shall have been  determined to have been  wrongful,  in which case
such wrongful cancellation shall be deemed a termination pursuant to GTA Section
12.1 and therefore, Boeing's liability shall be limited to the payment to Seller
of the amount or amounts identified in GTA Section 12.3.

17.0     ASSURANCE OF PERFORMANCE

     A.   Seller to Provide Assurance

          If Boeing determines, at any time or from time to time, that it is not
          sufficiently   assured  of  Seller's   full,   timely  and  continuing
          performance  hereunder,   or  if  for  any  other  reason  Boeing  has
          reasonable  grounds for insecurity,  Boeing may request,  by notice to
          Seller,  written  assurance  (hereafter an "Assurance of Performance")
          with respect to any specific matters  affecting  Seller's  performance
          hereunder,  that  Seller  is able  to  perform  all of its  respective
          obligations  under this Agreement when and as specified  herein.  Each
          Assurance  of  Performance  shall be  delivered by Seller to Boeing as
          promptly as possible, but in any event no later than ten (10) calendar
          days  following  Boeing's  request  therefore  and each  Assurance  of
          Performance shall be accompanied by any information,  reports or other
          materials,  prepared  by  Seller,  as Boeing may  reasonably  request.
          Except as to payment for accepted goods, Boeing may suspend all or any
          part of  Boeing's  performance  hereunder  until  Boeing  receives  an
          Assurance  of  Performance  from  Seller   satisfactory  in  form  and
          substance to Boeing.

     B.   Meetings and Information

          Boeing may request one or more  meetings  with  senior  management  or
          other employees of Seller for the purpose of discussing any request by
          Boeing for Assurance of  Performance  or any Assurance of  Performance
          provided by Seller.  Seller shall make such persons  available to meet
          with representatives of Boeing as soon as may be practicable following
          a  request  for any such  meeting  by Boeing  and  Seller  shall  make
          available  to Boeing  any  additional  information,  reports  or other
          materials in connection therewith as Boeing may reasonably request.

18.0     RESPONSIBILITY FOR PROPERTY

Seller shall  clearly  mark,  maintain an inventory  of, and keep  segregated or
identifiable  all of Boeing's  property  and all  property  to which  Boeing has
acquired an interest.  Seller assumes all risk of loss, destruction or damage of
such property while in Seller's  possession,  custody or control,  including any
transfer to Seller's  subcontractors.  Upon request, Seller shall provide Boeing
with adequate proof of insurance against such risk of loss. Seller shall not use
such  property  other than in  performance  of an Order  without  prior  written
consent  from  Boeing.  Seller  shall  notify  Boeing's  Authorized  Procurement
Representative if Boeing's property is lost,  damaged or destroyed.  As directed
by Boeing, upon completion,  termination or cancellation of the agreement or any
Order,  Seller shall deliver such property,  to the extent not  incorporated  in
delivered end products, to Boeing in good condition subject to ordinary wear and
tear  and  normal  manufacturing  losses.  Nothing  in this GTA  Section  limits
Seller's use, in its direct contracts with the Government,  of property in which
the Government has an interest.

19.0     LIMITATION OF SELLER'S RIGHT TO ENCUMBER ASSETS

Seller   warrants  to  Boeing   that  it  has  good  title  to  all   inventory,
work-in-process,  tooling  and  materials  to  be  supplied  by  Seller  in  the
performance of its  obligations  under any Order.  Pursuant to the provisions of
such  Order,   Seller  will   transfer  to  Boeing  title  to  such   inventory,
work-in-process, tooling and materials whether transferred separately or as part
of  any  Product  delivered  under  the  Order,  free  of  any  liens,  charges,
encumbrances or rights of others.

20.0     PROPRIETARY INFORMATION AND ITEMS

Boeing and Seller shall each keep  confidential  and protect from disclosure all
(a) confidential,  proprietary,  and/or trade secret  information;  (b) tangible
items  containing,  conveying,  or embodying such  information;  and (c) tooling
obtained from and/or belonging to the other in connection with this Agreement or
any Order (collectively referred to as "Proprietary Information and Materials").
Boeing and Seller shall each use  Proprietary  Information  and Materials of the
other only in the  performance of and for the purpose of this  Agreement  and/or
any Order. Provided, however, that despite any other obligations or restrictions
imposed by this GTA Section 20.0,  Boeing shall have the right to use,  disclose
and copy  Seller's  Proprietary  Information  and  Materials for the purposes of
testing,  certification,  use, sale, or support of any item delivered under this
Agreement,  an  Order,  or any  airplane  including  such an item;  and any such
disclosure by Boeing shall, whenever  appropriate,  include a restrictive legend
suitable to the particular circumstances.  The restrictions on disclosure or use
of Proprietary  Information and Materials by Seller shall apply to all materials
derived by Seller or others from Boeing's Proprietary Information and Materials.

Upon  Boeing's  request  at any  time,  and in any  event  upon the  completion,
termination  or  cancellation  of this  Agreement,  Seller  shall  return all of
Boeing's Proprietary  Information and Materials,  and all materials derived from
Boeing's  Proprietary  Information  and Materials to Boeing unless  specifically
directed  otherwise in writing by Boeing.  Seller  shall not,  without the prior
written  authorization  of  Boeing,  sell or  otherwise  dispose of (as scrap or
otherwise) any parts or other materials  containing,  conveying,  embodying,  or
made in  accordance  with or by reference  to any  Proprietary  Information  and
Materials  of Boeing.  Prior to  disposing  of such parts or materials as scrap,
Seller shall render them unusable. Boeing shall have the right to audit Seller's
compliance  with  this  GTA  Section  20.0.  Seller  may  disclose   Proprietary
Information  and Materials of Boeing to its  subcontractors  as required for the
performance of an Order, provided that each such subcontractor first assumes, by
written  agreement,  the same  obligations  imposed  upon Seller  under this GTA
Section 20.0 relating to  Proprietary  Informations  and  Materials;  and Seller
shall  be  liable  to  Boeing  for  any  breach  of  such   obligation  by  such
subcontractor. The provisions of this GTA Section 20.0 are effective in lieu of,
and will  apply  notwithstanding  the  absence  of, any  restrictive  legends or
notices applied to Proprietary Informations and Materials; and the provisions of
this GTA Section 20.0 shall survive the performance,  completion, termination or
cancellation  of this Agreement or any Order.  This GTA Section 20.0  supersedes
and replaces any and all other prior  agreements or  understandings  between the
parties to the extent that such agreements or understandings  relate to Boeing's
obligations   relative  to  confidential,   proprietary,   and/or  trade  secret
information,  or  tangible  items  containing,   conveying,  or  embodying  such
information,  obtained  from Seller and related to any  Product,  regardless  of
whether  disclosed to the receiving  party before or after the effective date of
this Agreement.

21.0     COMPLIANCE WITH LAWS

21.1     Seller's Obligation

Seller shall be  responsible  for complying  with all laws,  including,  but not
limited to, any statute,  rule, regulation,  judgment,  decree, order, or permit
applicable to its performance  under this Agreement,  including those pertaining
to United  States  Export  Controls.  Seller shall notify Boeing at the earliest
possible opportunity of any aspect of its performance,  which becomes subject to
additional  regulation  after the date of execution  of this  Agreement or which
Seller reasonably  believes will become subject to additional  regulation during
the term of this  Agreement.  Seller  agrees to indemnify  and to hold  harmless
Boeing from any failure by Seller to comply with any  provision  of any statute,
rule,  regulation,   judgment,   decree,  order  or  permit  applicable  to  its
performance under this Agreement.


<PAGE>

21.2     Government Requirements

If any of the work to be  performed  under this  Agreement  is  performed in the
United States,  Seller shall, via invoice or other form  satisfactory to Boeing,
certify that the Products  covered by the Order were produced in compliance with
GTA Sections 6, 7, and 12 of the Fair Labor  Standards Act (29 U.S.C.  201-291),
as  amended,  and the  regulations  and orders of the U.S.  Department  of Labor
issued there under. In addition,  the following Federal Acquisition  Regulations
are  incorporated  herein  by this  reference  except  "Contractor"  shall  mean
"Seller":  Other Government  clauses,  if any, are incorporated herein either by
attachment to this document or by some other means of reference.

          FAR  52.222-26    "Equal Opportunity"

          FAR  52.222-35    "Affirmative Action for Disabled Veterans and
                            Veterans of the Vietnam Era "

          FAR  52.222-36    "Affirmative Action for Workers with Disabilities"

          FAR  52.247-64    "Preference for Privately Owned U.S.-Flagged
                            Commercial Vessels"

22.0     INTEGRITY IN PROCUREMENT

Seller   warrants  that  neither  it  nor  any  of  its  employees,   agents  or
representatives  have offered or given,  or will offer or give any gratuities to
Boeing's  employees,  agents or representatives for the purpose of securing this
contract or securing favorable treatment under this contract.

23.0     UTILIZATION OF SMALL BUSINESS CONCERNS

Seller  agrees  to  actively  seek  out  and  provide  the  maximum  practicable
opportunities for small businesses, small disadvantaged businesses,  women-owned
small businesses, minority business enterprises, historically black colleges and
universities and minority institutions, historically underutilized business zone
small  business  concerns and U.S.  veteran and  service-disabled  veteran owned
small business concerns to participate in the subcontracts  Seller awards to the
fullest extent consistent with the efficient performance of this contract.

<PAGE>

24.0     BOEING'S RIGHTS IN SELLER'S  PATENTS,  COPYRIGHTS,  TRADE SECRETS,  AND
         TOOLING

Seller hereby grants to Boeing an irrevocable,  nonexclusive,  paid-up worldwide
license to practice  and/or use,  and license  others to practice  and/or use on
Boeing's behalf, all of Seller's patents,  copyrights, trade secrets (including,
without limitation,  designs, processes,  drawings, technical data and tooling),
industrial  designs,   semiconductor  mask  works,  and  tooling   (collectively
hereinafter  referred to as  "Licensed  Property")  related to the  development,
production,  maintenance or repair of Products.  Boeing hereafter retains all of
the  aforementioned  license  rights in  Licensed  Property,  but Boeing  hereby
covenants  not to exercise  such rights  except in  connection  with the making,
having made, using and selling of Products or products of the same kind provided
that  such   undelivered   quantity  of  Product   cannot,   in  Boeing's   sole
determination, be reasonably obtained in the required time frame at a reasonable
price from commercially  available sources (including Boeing) without the use of
Seller's Licensed Property and if one or more of the following situations occur:

          A.   Seller  discontinues  or  suspends  business  operations  or  the
               production of any or all of the Products;

          B.   Seller is  acquired by or  transfers  any or all of its rights to
               manufacture  any  Product  to any  third  party,  whether  or not
               related, without Boeing's prior written concurrence;

          C.   Boeing  cancels this Agreement or any Order for cause pursuant to
               GTA Section 13.0 herein;

          D.   In Boeing's judgment it becomes necessary, in order for Seller to
               comply with the terms of this Agreement or any Order,  for Boeing
               to   provide   support   to  Seller   (in  the  form  of  design,
               manufacturing,  or on-site personnel assistance) substantially in
               excess of that which Boeing normally provides to its suppliers;

          E.   Seller's   trustee  in   bankruptcy   (or  Seller  as  debtor  in
               possession)  fails to assume  this  Agreement  and all  Orders by
               formal  entry of an order in the  bankruptcy  court  within sixty
               (60) days after entry of an order for relief in a bankruptcy case
               of the Seller,  or Boeing elects to retain its rights to Licensed
               Property under the bankruptcy laws;

          F.   Seller is at any time insolvent (whether measured under a balance
               sheet  test or by the  failure  to pay debts as they come due) or
               the subject of any insolvency or debt assignment proceeding under
               state or non-bankruptcy law; or

          G.   Seller voluntarily  becomes a debtor in any case under bankruptcy
               law or, in the event an involuntary  bankruptcy petition is filed
               against Seller, such petition is not dismissed within thirty (30)
               days.

As a part of the license  granted under this GTA Section 24.0,  Seller shall, at
the  written  request of Boeing and at no  additional  cost to Boeing,  promptly
deliver  to Boeing  any and all  Licensed  Property  considered  by Boeing to be
necessary to satisfy Boeing's requirements for Products and their substitutes.

25.0     TERMINATION OF AIRPLANE PROGRAM

25.1     Program Termination

The parties  acknowledge  and agree that  Boeing  may,  in its sole  discretion,
terminate all or part of this Agreement,  including any Order issued  hereunder,
by written  notice to Seller,  if Boeing  decides  not to  initiate  or continue
production  of the  program  which the Product  supports,  by reason of Boeing's
determination that there is insufficient business basis for proceeding with such
program.  In the event of such a termination,  Boeing shall have no liability to
Seller except as expressly provided in GTA Section 25.2 below.

25.2     Termination Liability

In the event of a termination of the program as described in 25.1 above,  Boeing
shall have no liability  whatsoever  to Seller,  except to the extent of (i) any
guaranteed minimum purchase,  if any, as set forth in SBP Section 10.0, and (ii)
any Orders issued prior to the date of the written  notice to Seller  identified
in 25.1 above.  Termination of such Orders shall be governed by GTA Section 12.0
herein.

26.0     PUBLICITY

Without  Boeing's  prior written  approval,  Seller shall not, and shall require
that its  subcontractors  and  suppliers  of any tier  shall  not,  release  any
publicity,  advertisement,  news release or denial or  confirmation of the same,
regarding  any Order or  Products,  or the  program to which  they may  pertain.
Seller  shall be  liable  to Buyer  for any  breach  of such  obligation  by any
subcontractor.

27.0     PROPERTY INSURANCE

27.1     Insurance

Seller  shall obtain and maintain  continuously  in effect a property  insurance
policy covering loss or destruction of or damage to all property in which Boeing
does or could have an insurable  interest pursuant to this Agreement,  including
but not limited to Tooling,  Boeing-furnished  property,  raw materials,  parts,
work-in-process,  incomplete or completed  assemblies  and all other products or
parts  thereof,  and all  drawings,  specifications,  data and  other  materials
relating to any of the foregoing in each case to the extent in the possession or
under the effective care,  custody or control of Seller or any agent,  employee,
affiliate,  or subcontractor of Seller,  in the amount of full replacement value
thereof  providing  protection  against all perils  normally  covered in an "all
risk" property insurance policy (including  without limitation fire,  windstorm,
explosion, riot, civil commotion,  aircraft,  earthquake, flood or other acts of
God). Any such policy shall be with insurers reasonably acceptable to Boeing and
shall (i) provide for payment of loss there under to Boeing,  as loss payee,  as
its interests may appear and (ii) contain a waiver of any rights of  subrogation
against Boeing,  its  subsidiaries,  and their respective  directors,  officers,
employees and agents

27.2     Certificate of Insurance

Upon written request from Boeing,  Seller shall provide to Boeing's  Procurement
Representative  certificates  of insurance  reflecting  full compliance with the
requirements  set forth in GTA Section  27.1.  Such  certificates  shall be kept
current and in  compliance  throughout  the period of this  Agreement  and shall
provide for thirty (30) days  advanced  written  notice to Boeing's  Procurement
Representative  in the event of  cancellation,  non-renewal  or material  change
adversely affecting the interests of Boeing.

27.3     Notice of Damage or Loss

Seller shall give prompt written notice to Boeing's  Procurement  Representative
of the  occurrence of any damage or loss to any property  required to be insured
herein. If any such property shall be damaged or destroyed, in whole or in part,
by an insured peril or otherwise, and if no Event of Default shall have occurred
and be  continuing,  then Seller may,  upon  written  notice to Boeing,  settle,
adjust,  or  compromise  any and all such  loss or  damage  not in excess of Two
Hundred Fifty Thousand Dollars ($250,000) in any one occurrence and Five Hundred
Thousand  Dollars  ($500,000)  in the  aggregate.  Seller may settle,  adjust or
compromise  any other  claim by  Seller  only  after  Boeing  has given  written
approval, which approval shall not be unreasonably withheld.

<PAGE>


28.0     RESPONSIBILITY FOR PERFORMANCE

Seller shall be responsible for it's  requirements  under this Agreement and any
Order  referencing  this  Agreement.  Seller  shall bear all risks of  providing
adequate  facilities and equipment to perform each Order in accordance  with the
terms thereof. If any use of any facilities or equipment  contemplated by Seller
will not be available for any reason,  Seller shall be responsible for arranging
for similar facilities and equipment at no cost to Boeing, and any failure to do
so shall not relieve Seller from its obligations.

Seller shall notify and obtain  approval  from Boeing prior to moving work to be
performed under this Agreement between Seller's various facilities. Seller shall
include as part of its subcontracts those elements of the Agreement that protect
Boeing's  rights  including  but not  limited  to  right  of  entry  provisions,
proprietary information and rights provisions and quality control provisions. In
addition, Seller shall provide to its subcontractor's  sufficient information to
document  clearly that the work being performed by Seller's  subcontractor is to
facilitate performance under this Agreement or any Order. Sufficient information
may  include  but is not  limited  to Order  number,  GTA  number or the name of
Boeing's Procurement Representative.

28.1     Subcontracting

Seller shall maintain  complete and accurate records regarding all subcontracted
items  and/or  processes.  Seller's  use of  subcontractors  shall  comply  with
Seller's  quality  assurance  system  approval for said  subcontractors.  Unless
Boeing's  prior written  authorization  or approval is obtained,  Seller may not
purchase completed or substantially completed Products. For purposes of this GTA
Section and this GTA Section only, completed or substantially completed Products
shall not include  components of assemblies or subassemblies.  No subcontracting
by Seller shall relieve Seller of its obligation under the applicable Order.

No  non-domestic  metallic  raw  materials,  composite  materials  or  products,
aircraft  bearings  or  designated  fasteners,  or  special  processing  may  be
incorporated in a Product unless:  (a) Seller uses an approved source identified
in the applicable specification or set forth in Boeing Document D1-4426 which is
incorporated  herein and made a part hereof by this  reference or (b) Boeing has
surveyed and qualified Seller's receiving  inspection personnel and laboratories
to test the specified raw materials and/or material process. No waiver of survey
and  qualification  requirements  will be effective  unless  granted by Boeing's
Engineering and Quality Assurance departments.  Utilization of a Boeing-approved
source  does not  constitute  a waiver of  Seller's  responsibility  to meet all
specification requirements.

28.2     Reliance

Entering into this Agreement is in part based upon Boeing's reliance on Seller's
ability,  expertise and  awareness of the intended use of the  Products.  Seller
agrees that Boeing and Boeing's  Customers may rely on Seller as an expert,  and
Seller will not deny any  responsibility  or  obligation  hereunder to Boeing or
Boeing's  Customers  on the grounds that Boeing or Boeing's  Customers  provided
recommendations  or assistance in any phase of the work involved in producing or
supporting  the Products,  including  but not limited to Boeing's  acceptance of
specifications, test data or the Products.

28.3     Assignment

Seller  shall not assign any of its rights or interest in this  Agreement or any
Order,  or  subcontract  all or  substantially  all of its  performance  of this
Agreement or any Order, without Boeing's prior written consent. Seller shall not
delegate any of its duties or obligations under this contract. Seller may assign
its  right  to  monies  due or to  become  due.  No  assignment,  delegation  or
subcontracting by Seller, with or without Boeing's consent, shall relieve Seller
of any of its obligations under this Agreement or prejudice any rights of Boeing
against Seller whether arising before or after the date of any assignment.  This
article does not limit Seller's ability to purchase standard commercial supplies
or raw material.

The prohibition set forth in this GTA Section 28.3 includes,  without limitation
(and the following shall be deemed to be "assignments"):  (i) a consolidation or
merger of Seller;  (ii) a change in the  ownership or voting rights of more than
fifty percent (50%) of the issued and outstanding stock of any corporate Seller;
(iii) any  assignment or transfer  which would  otherwise  occur by operation of
law, merger, consolidation, reorganization, transfer or other significant change
in corporate or proprietary structure;  (iv) the sale, assignment or transfer of
all or  substantially  all of the  assets of Seller;  and (v) where  Seller is a
partnership, a change in control in such partnership.

29.0     NON-WAIVER/PARTIAL INVALIDITY

Any failures,  delays or  forbearances  of Boeing in insisting upon or enforcing
any provisions of this  contract,  or in exercising any rights or remedies under
this contract,  shall not be construed as a waiver or relinquishment of any such
provisions,  rights or remedies; rather, the same shall remain in full force and
effect. If any provision of this contract is or becomes void or unenforceable by
law, the remainder shall be valid and enforceable.

30.0     HEADINGS

GTA Section  headings used in this Agreement are for  convenient  reference only
and do not affect the interpretation of the Agreement.

31.0     RESERVED

32.0     RESERVED

33.0     DISPUTES

Boeing and Seller shall use their best reasonable efforts to resolve any and all
disputes,  controversies,  claims or  differences  between  Boeing  and  Seller,
arising out of or relating in any way to this GTA or its performance, including,
but  not  limited  to,  any  questions  regarding  the  existence,  validity  or
termination hereof  ("Disputes"),  through  negotiation.  If a Dispute cannot be
resolved by the  functional  representatives  of Boeing and Seller,  it shall be
referred  up through  management  channels  of the  Parties or their  respective
designees, for further negotiation.

Any dispute  that arises  under or is related to this  Agreement  that cannot be
settled by mutual agreement of the parties shall be resolved only as provided in
SBP Section 5. Pending  final  resolution  of any dispute,  Seller shall proceed
with performance of this Agreement according to Boeing's instructions so long as
Boeing continues to pay amounts not in dispute.

34.0     RESERVED

35.0     TAXES

35.1     Inclusion of Taxes in Price

Unless this Agreement or a Special  Business  Provisions,  or Order issued under
this Agreement  specifies  otherwise,  the price of this contract includes,  and
Seller  is  liable  for and shall  pay,  all  taxes,  impositions,  charges  and
exactions  imposed  on or  measured  by this  Agreement  and the  Orders  issued
hereunder,  except for sales or use taxes on sales to Boeing ("Sales Taxes") for
which  Boeing  specifically  agrees to pay and which  are  separately  stated on
Seller's invoice.  Prices shall not include any taxes,  impositions,  charges or
exactions for which Boeing has furnished a valid exemption  certificate or other
evidence of exemption.

Additionally,  Buyer shall  reimburse  Seller for all  personal  property  taxes
applicable to the tooling  after  receipt by Buyer of Seller's  invoice for such
taxes for the amount of tax imposed by the state or the local taxing authority.

35.2     Litigation

In the event that any taxing  authority  has  claimed or does claim  payment for
Sales Taxes,  Seller shall promptly  notify  Boeing,  and Seller shall take such
action as Boeing may direct to pay or  protest  such taxes or to defend  against
such claim. The actual and direct  expenses,  without the addition of profit and
overhead,  of such defense and the amount of such taxes as ultimately determined
as due and payable shall be paid directly by Boeing or reimbursed to Seller.  If
Seller or Boeing is successful in defending such claim, the amount of such taxes
recovered by Seller,  which had previously been paid by Seller and reimbursed by
Boeing or paid directly by Boeing, shall be immediately refunded to Boeing.

35.3     Rebates

If any taxes paid by Boeing are subject to rebate or reimbursement, Seller shall
take the  necessary  actions to secure such rebates or  reimbursement  and shall
promptly refund to Boeing any amount recovered

36.0     OFFSET CREDITS

To the exclusion of all others,  Boeing or its assignee shall be entitled to all
industrial  benefits or offset credits which might result from this Agreement or
Order.  Seller shall provide  documentation or information,  which Boeing or its
assignee may reasonably request to substantiate  claims for industrial  benefits
or offset  credits.  Seller  agrees to use  reasonable  efforts to identify  the
foreign  content of goods,  which Seller either produces itself or procures from
other  companies for work directly  related to this  Agreement.  Promptly  after
selection  of a non-U.S.  subcontractor  for work under this  Agreement,  Seller
shall  notify  Boeing  of  the  name,  address,  subcontract  point  of  contact
(including telephone number) and dollar value of the subcontract.


<PAGE>


EXECUTED in  duplicate as of the date and year first  written  above by the duly
authorized representatives of the parties.



BOEING                                SELLER


THE BOEING COMPANY                    Leonard's Metal, Inc.
By and Through its Divisions
Boeing Commercial Airplanes


/s/ Peggy McDonald                     /s/  Rick Darrow
------------------------------         -------------------------------
Name:  Peggy McDonald                  Name:  Rick Darrow
Title:    Procurement Agent            Title:  Program Manager
Date:                                  Date:

</TEXT>
</DOCUMENT>
