LMI AEROSPACE INC
EMPLOYMENT AGREEMENT - ROBERT GRAH
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>lmi10q081604ex10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - ROBERT GRAH
<TEXT>
                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


     LMI AEROSPACE, INC., a Missouri corporation (the "Corporation"), and ROBERT
T. GRAH ("Employee") hereby agree as follows:

     1.  Employment.  The  Corporation  hereby  employs  Employee,  and Employee
accepts  employment  from  the  Corporation,   upon  the  terms  and  conditions
hereinafter set forth. Any and all employment agreements heretofore entered into
between the  Corporation and Employee are hereby  terminated and cancelled,  and
each of the parties hereto  mutually  releases and discharges the other from any
and all  obligations  and  liabilities  heretofore  or now existing  under or by
virtue of any such employment agreements,  it being the intention of the parties
hereto that this  Agreement,  effective  immediately,  shall supersede and be in
lieu of any and all prior employment agreements between them.

     2. Term of Employment.

        (A) The initial term of Employee's employment under this Agreement shall
commence on January 1, 2004 and shall terminate on December 31, 2005;  provided,
however,  that this  Agreement  shall be  automatically  extended for additional
terms of one year each unless not later than October 31 of any year beginning in
2005,  either  party has given  written  notice to the other party of its or his
intention not to extend the term of this Agreement; and provided,  further, that
the term of employment may be terminated  upon the earlier  occurrence of any of
the following events:

                (1) Upon the termination of the business or corporate  existence
        of the Corporation;

                (2) At the  Corporation's  option,  in the event the Corporation
        determines  that Employee is not performing  the duties  required of him
        hereunder to the satisfaction of the Corporation;

                (3) Upon the death of the Employee;

                (4) At the  Corporation's  option,  if Employee  shall  suffer a
        permanent  disability;  (For the purposes of this Agreement,  "permanent
        disability"  means any  physical or mental  impairment  that renders the
        Employee  unable for a period of six (6)  months or more to perform  the
        essential  job  functions  of  his   position,   even  with   reasonable
        accommodation, as determined by a physician selected by the Corporation.
        The Employee acknowledges and agrees that he shall voluntarily submit to
        a medical or  psychological  examination  for the purpose of determining
        his continued fitness to perform the essential functions of his position
        whenever  requested  to do so by the  Corporation.  If  the  Corporation
        elects to  terminate  the  employment  relationship  on this basis,  the
        Corporation  shall notify the Employee or his  representative in writing
        and the  termination  shall  become  effective  on the  date  that  such
        notification is given;

                (5) At the  Corporation's  option,  upon ten (10) calendar days'
        written  notice to  Employee,  in the event of any  breach or default by
        Employee of any of the terms of this  Agreement or of any of  Employee's
        duties or obligations hereunder.  In lieu of providing ten (10) calendar
        days' advance written notice,  the Corporation,  at its sole option, may
        terminate the Employee's services immediately and pay him an amount that
        is  equivalent  to ten  (10)  calendar  days  of his  salary,  less  any
        deductions required by law;

                (6) At the Corporation's option,  without any advance notice, in
        the event that the Employee  engages in conduct which, in the opinion of
        the Corporation,  (1) constitutes dishonesty of any kind (including, but
        not  limited  to, any  misrepresentation  of facts or  falsification  of
        records) in  Employee's  relations,  interactions  or dealings  with the
        Corporation or its customers;  (2) constitutes a felony; (3) potentially
        may or will expose the Corporation to public  disrepute or disgrace,  or
        potentially may or will cause harm to the customer relations, operations
        or business prospects of the Corporation;  (4) constitutes harassment or
        discrimination  towards  any  person  associated  with the  Corporation,
        whether an employee,  agent or customer,  based upon that person's race,
        color,  national  origin,  sex,  age,  disability,  religion,  or  other
        protected  status;  (5)  reflects   disruptive  or  disorderly  conduct,
        including but not limited to, acts of violence,  fighting,  intimidation
        or  threats  of  violence   against  any  person   associated  with  the
        Corporation,  whether an employee,  agent or customer,  or  possessing a
        weapon while on the Corporation's  premises or while acting on behalf of
        the Corporation;  (6) is indicative of abusive or illegal drug use while
        on the  Corporation's  premises  or while  acting  on the  Corporation's
        behalf; or (7) constitutes a willful violation of any governmental rules
        or regulations; or

                (7) At the Employee's  option,  after  providing the Corporation
        with at least thirty (30)  calendar days advance  written  notice of his
        intention to terminate the employment relationship.

                If employment is terminated  for any of the reasons set forth in
        subparagraphs  (3) through (7) of this section 2(A),  Employee  shall be
        entitled to receive  only the Base  Salary (as that term is  hereinafter
        defined)  accrued but unpaid as of the date of the termination and shall
        be ineligible to receive any additional  compensation  or severance pay.
        If, on the other  hand,  employment  is  terminated  by the  Corporation
        during the term of this  Agreement  for any reason  other than those set
        forth in paragraphs (3) through (7) of this section 2(A), subject to the
        conditions set forth in paragraphs 2(C) and (D) of this  Agreement,  the
        Corporation  shall provide  severance pay to Employee in an amount based
        upon his  length of  service  with the  Corporation.  Specifically,  the
        Corporation shall provide Employee with six (6) months of Base Salary if
        he has less than five (5) years of service  with the  Corporation  as of
        the date of his  termination  and with twelve (12) months of Base Salary
        if he has five (5) or more years of service with the  Corporation  as of
        the date of his  termination.  Such severance pay shall be paid in equal
        monthly   installments,   unless  the   Corporation,   within  its  sole
        discretion,  elects to pay the present  value of the  severance pay in a
        lump sum within thirty (30) calendar days of the termination.

        (B) If  employment is  terminated  in  conjunction  with a change in the
control of the Corporation or in conjunction with the sale of substantially  all
of the  operating  assets  of the  Corporation,  the  Corporation  will  provide
Employee with severance pay under the  circumstances  specified in subparagraphs
(1) and (2) of this  paragraph  (B), and the  conditions set forth in paragraphs
2(C) and (D) of this Agreement. For the purposes of this Agreement, a "change in
control" is defined as the sale of substantially  all of the operating assets of
the Corporation or the acquisition of more than fifty percent (50%) of the stock
of the  Corporation  by a group of  shareholders  or an  entity  which  acquires
control of the Corporation (a "Purchaser").

                (1)  If  the  change  in  control  or the  sale  results  in the
        involuntary  termination of Employee or results in the Employee electing
        to  terminate  his  employment  for a good reason as  determined  by the
        Corporation  (such  as  the  Purchaser   refusing  to  offer  full  time
        employment  to Employee  on terms  comparable  to those  provided by the
        Corporation prior to the acquisition or the Purchaser requiring Employee
        to move to a new location),  the Corporation shall provide Employee with
        severance  pay in an amount  that is equal to two times his annual  Base
        Salary and shall pay Employee  any  reasonably  anticipated  Performance
        Bonus  for the  fiscal  year in which he was  terminated  on a  prorated
        basis.

                (2) If Employee voluntarily  terminates his employment without a
        good reason (as determined by the  Corporation)  within ninety (90) days
        after the change in control or the sale, the  Corporation  shall provide
        Employee with six (6) months of Base Salary if he has less than five (5)
        years of service with the  Corporation as of the date of his termination
        and with  twelve  (12)  months of Base Salary if he has five (5) or more
        years of service with the Corporation as of the date of his termination.

                (3) For purposes of this  paragraph  2(B), in the event a change
        of control occurs after April 1, 2005,  Employee may take up to nine (9)
        months  from the date of change of control to claim  severance  pay,  as
        provided in paragraph 2(B)(1) and (2).

        (C) The  severance  pay provided  for in section 2(A) of this  Agreement
shall be paid in equal monthly installments,  unless the Corporation, within its
sole discretion,  elects to pay the present value of the severance pay in a lump
sum within  thirty  (30)  calendar  days of the  termination.  For  purposes  of
calculating  the present value of the severance  pay, the discount rate shall be
the prime rate  quoted in the Wall  Street  Journal  on the day the  Corporation
elects to pay the present value of the severance pay in a lump sum.

        (D)  Notwithstanding  anything  to  the  contrary,  (i)  the  amount  of
severance pay provided  under this Agreement  shall not under any  circumstances
exceed  the  limitations  set  forth  in ss.  280G of the  Code,  and  (ii)  the
Corporation's obligation to pay the severance pay provided for in this section 2
shall be conditioned on Employee's  execution of a written release  satisfactory
to the Corporation.

     3. Compensation.

        (A) During the period from  January 1, 2004 to December  31,  2004,  the
Corporation shall compensate Employee for Employee's services rendered hereunder
by paying to  Employee  an annual  salary  (the "Base  Salary")  of One  Hundred
Seventy-Five  Thousand  Dollars  ($175,000.00),  less any authorized or required
payroll deductions. Thereafter, as long as this Agreement remains in effect, the
annual  Base  Salary  that the  Corporation  shall pay to the  Employee  for his
services  rendered  hereunder  will  be  One  Hundred  Ninety  Thousand  Dollars
($190,000.00),  less any authorized or required payroll  deductions.  The annual
Base Salary of Employee  shall be  increased  by Three  Thousand  Eight  Hundred
Ninety-four Dollars ($3,894.00),  representing the sum of (i) the annual payment
previously  made by the  Corporation  for premiums on a certain  life  insurance
policy issued on Employee's  life in conjunction  with an assignment of benefits
agreement  with the  Corporation,  and (ii) the income tax  attributable  to the
payment described in the preceding clause (i) of this paragraph. Payment of this
salary will be made in accordance  with the payroll  policies of the Corporation
in effect from time to time.

        (B) With respect to each complete fiscal year of the Corporation  during
which (i) the Employee is employed  under the terms of this  Agreement as of the
last day of such fiscal year, and (ii) the Corporation's "Annual Net Income" (as
that  term  is   hereinafter   defined)  is  more  than  One   Million   Dollars
($1,000,000.00),  the Corporation shall pay to Employee, in addition to the Base
Salary,  an annual  "Performance  Bonus".  The amount of the annual  Performance
Bonus (if any) shall be equal to:

          (1)  one percent (1.0%) of the Corporation's Annual Net Income that is
               between One Million Dollars ($1,000,000.00) and One Million, Nine
               Hundred  Ninety-Nine  Thousand,  Nine Hundred Ninety-Nine Dollars
               and Ninety-Nine Cents ($1,999,999.99); plus

          (2)  one and one  quarter  percent  (1.25%) of the  Corporation's  Net
               Income that is between Two Million  Dollars  ($2,000,000.00)  and
               Eight Million Dollars ($8,000,000.00), inclusive.

     In the event the Corporation's  Annual Net Income for any given fiscal year
is less than One Million  Dollars  ($1,000,000.00),  the  Employee  shall not be
entitled  to  a   Performance   Bonus  with   respect  to  such   fiscal   year.
Notwithstanding  anything contained herein to the contrary, in the event the sum
of the  Employee's  Performance  Bonus with  respect  to a fiscal  year plus the
Employee's  benefit under all  performance/production  incentive programs of the
Corporation in which the Employee is entitled to a bonus  ("Incentive  Benefit")
for such fiscal year exceeds  Eighty-five  Thousand  Dollars  ($85,000.00),  the
amount of the  Employee's  Performance  Bonus for such year  shall be reduced so
that  the  sum of  the  Performance  Bonus  and  the  Incentive  Benefit  equals
Eighty-five Thousand Dollars ($85,000.00).

     For purposes of the calculation of the Performance Bonus, the Corporation's
"Annual Net Income" means the consolidated net profit of the Corporation and its
subsidiaries,  for a given fiscal year, as determined by the firm of independent
certified public  accountants  providing  auditing  services to the Corporation,
using  generally  accepted  accounting  principles   consistently  applied,  and
calculated without regard to (a) any bonus paid to the Corporation's Chairman of
the Board and any formula  bonuses paid  pursuant to employment  contracts,  (b)
federal and state  income tax,  and (c) any income or loss  attributable  to any
other  corporation  or entity  (including  the assets of a corporation or entity
that  constitute  an  operating   business)  acquired  by  or  merged  into  the
Corporation subsequent to the effective date of this Agreement.  The Corporation
shall pay to Employee any Performance Bonus due the Employee hereunder not later
than  fifteen  (15) days  after the  receipt  by the  Corporation  of its annual
audited financial  statements,  which the Corporation  expects to receive within
ninety (90) days after the end of each fiscal year of the Corporation.

        (C) In  addition  to the Base  salary  and  Performance  Bonus (if any),
Employee  shall be entitled to receive such bonus  compensation  as the Board of
Directors of the Corporation may authorize from time to time.

        (D) The Corporation  retains the right to modify or adjust the manner in
which the  Performance  Bonus is  calculated  in the event that the  Corporation
either acquires the assets of another entity,  or any portion thereof,  or sells
its assets, or any portion thereof, to another entity.

         4.       Duties of Employee.

        (A) Employee shall serve as Regional Vice President of the Corporation's
Central  Region or in such other  positions as may be determined by the Board of
Directors of the  Corporation,  and Employee shall perform such duties on behalf
of the Corporation and its subsidiaries by such means, at such locations, and in
such manner as may be  specified  from time to time by the  officers or Board of
Directors of the Corporation.

        (B) Employee agrees to abide by and conform to all rules  established by
the Corporation applicable to its employees.

        (C)  Employee  acknowledges  that he is being  employed  as a  full-time
employee,  and  Employee  agrees to devote so much of  Employee's  entire  time,
attention  and energies to the business of the  Corporation  as is necessary for
the successful  operation of the  Corporation and shall endeavor at all times to
improve the business of the Corporation.  Employee shall not accept any business
commitments other than with the Corporation  without the advance written consent
of the Corporation's President.

     5.  Expenses.  During  the  period  of  Employee's  employment,  except  as
otherwise  specifically  provided in this Agreement,  the  Corporation  will pay
directly,  or reimburse  Employee  for, all items of  reasonable  and  necessary
business  expenses  approved in advance by the  Corporation if such expenses are
incurred by Employee in the  interest of the  business of the  Corporation.  The
Corporation  shall also reimburse  Employee for automobile  expenses incurred by
Employee in the performance of Employee's duties  hereunder.  The amount of such
reimbursement  shall be in accordance with the automobile expense  reimbursement
policy  adopted  (and  as  it  may  be  modified  from  time  to  time)  by  the
Corporation's  Board of  Directors.  All such  expenses paid by Employee will be
reimbursed by the Corporation upon  presentation by Employee,  from time to time
(but not less than quarterly),  of an itemized  account of such  expenditures in
accordance with the Corporation's policy for verifying such expenditures.

     6. Fringe Benefits.

        (A) Employee shall be entitled to  participate  in any health,  accident
and  life  insurance  program  and  other  benefits  which  have  been or may be
established by the Corporation for salaried employees of the Corporation.

        (B)  Employee  shall be entitled to an annual  vacation  without loss of
compensation  for such period as may be  determined by the Board of Directors of
the Corporation.

        (C) The Corporation shall furnish to the Employee during the term of his
employment an automobile  selected by the Corporation to aid the Employee in the
performance of his duties.  Upon agreement of the  Corporation and the Employee,
the Corporation may, in lieu of the automobile, provide the Employee with a Five
Thousand Dollar ($5,000.00) annual automobile allowance.

         7.       Covenants of Employee.

        (A) During the term of Employee's  employment  with the  Corporation and
for all time thereafter  Employee covenants and agrees that Employee will not in
any manner  directly or indirectly,  except as required in Employee's  duties to
the  Corporation,  disclose  or divulge to any person,  entity,  firm or company
whatsoever,  or use for  Employee's  own  benefit  or the  benefit  of any other
person, entity, firm or company, directly or indirectly, any knowledge, devices,
information,  techniques, customer lists, business plans or other data belonging
to the Corporation or developed by Employee on behalf of the Corporation  during
his  employment  with the  Corporation,  without  regard to  whether  all of the
foregoing  matters  will be deemed  confidential,  material  or  important,  the
parties  hereto  stipulating,  as  between  them,  that the same are  important,
material,  confidential and the property of the Corporation,  that disclosure of
the  same to or use of the  same by  third  parties  would  greatly  affect  the
effective  and  successful  conduct of the business of the  Corporation  and the
goodwill  of the  Corporation,  and  that  any  breach  of  the  terms  of  this
subparagraph (A) shall be a material breach of this Agreement.

        (B) During the term of Employee's  employment  with the  Corporation and
for a period of two (2) years or one (1) year with respect to subparagraph  (iv)
below  (the  "Covenant  Term")  after  cessation  for  whatever  reason  of such
employment (except as hereinafter provided in subparagraph (C) of this paragraph
7), Employee  covenants and agrees that Employee will not in any manner directly
or indirectly:

                (1)  solicit,  divert,  take away or  interfere  with any of the
        customers  (or  their  respective   affiliates  or  successors)  of  the
        Corporation;

                (2) engage  directly or indirectly,  either  personally or as an
        employee,  partner, associate partner, officer, manager, agent, advisor,
        consultant or otherwise, or by means of any corporate or other entity or
        device,  in any business which is  competitive  with the business of the
        Corporation.  For  purposes of this  covenant a business  will be deemed
        competitive if it is conducted in whole or in part within any geographic
        area wherein the  Corporation is engaged in marketing its products,  and
        if it involves  the  manufacture  of component  parts for the  aerospace
        industry or any other business which is in any manner competitive, as of
        the date of cessation of Employee's  employment,  with any business then
        being  conducted by the  Corporation or as to which the  Corporation has
        then formulated definitive plans to enter;

                (3) induce any salesman,  distributor,  supplier,  manufacturer,
        representative,  agent, jobber or other person transacting business with
        the Corporation to terminate their relationship with the Corporation, or
        to represent,  distribute or sell products in competition  with products
        of the Corporation; or

                (4) induce or cause any employee of the Corporation to leave the
        employ of the Corporation.

        (C) The  parties  agree  that  the  Covenant  Term  provided  for in the
preceding subparagraph (B) shall be:

                (1) reduced to six (6) months in the event all of the  operating
        assets  or all of the  common  stock of the  Corporation  is sold to any
        entity or individuals unaffiliated with the Corporation,  its successors
        or assigns; or

                (2)  eliminated  if  the  business  currently  operated  by  the
        Corporation  is  terminated  and  the  assets  of  the  Corporation  are
        liquidated.

        (D) All the covenants of Employee contained in this paragraph 7 shall be
construed as agreements  independent of any other  provision of this  Agreement,
and the  existence  of any claim or cause of  action  against  the  Corporation,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Corporation of these covenants.

        (E) It is the  intention  of the parties to restrict the  activities  of
Employee under this paragraph 7 only to the extent  necessary for the protection
of  legitimate   business   interests  of  the  Corporation,   and  the  parties
specifically  covenant  and agree that  should any of the  provisions  set forth
therein,  under any set of  circumstances  not now foreseen by the  parties,  be
deemed too broad for such purpose,  said provisions  will  nevertheless be valid
and enforceable to the extent necessary for such protection.

     8. Documents. Upon cessation of Employee's employment with the Corporation,
for whatever  reason,  all documents,  records  (including  without  limitation,
customer records), notebooks, invoices, statements or correspondence,  including
copies thereof,  relating to the business of the Corporation  then in Employee's
possession,  whether  prepared by Employee or others,  will be  delivered to and
left with the  Corporation,  and  Employee  agrees  not to retain  copies of the
foregoing documents without the written consent of the Corporation.

     9. Remedies.  In the event of the breach by Employee of any of the terms of
this  Agreement,  notwithstanding  anything to the  contrary  contained  in this
Agreement,   the  Corporation  may  terminate  the  employment  of  Employee  in
accordance with the provisions of paragraph 2 of this  Agreement.  It is further
agreed  that any  breach or  evasion  of any of the terms of this  Agreement  by
Employee will result in immediate and irreparable  injury to the Corporation and
will authorize recourse to injunction and/or specific  performance as well as to
other legal or equitable  remedies to which the Corporation may be entitled.  In
addition  to any  other  remedies  that  it may  have  in  law  or  equity,  the
Corporation  also may  require  an  accounting  and  repayment  of all  profits,
compensation,  remuneration or other benefits realized,  directly or indirectly,
as a result of such  breaches  by the  Employee  or by a  competitor's  business
controlled,  directly or indirectly, by the Employee. No remedy conferred by any
of the specific  provisions of this Agreement is intended to be exclusive of any
other  remedy and each and every  remedy  given  hereunder  or now or  hereafter
existing at law or in equity by statute or otherwise. The election of any one or
more remedies by the  Corporation  shall not constitute a waiver of the right to
pursue other available remedies. Employee expressly agrees to pay all reasonable
costs and  attorneys'  fees incurred by the  Corporation in order to enforce the
Employee's obligations under this Agreement, regardless of whether litigation is
commenced or prosecuted to a judgment.

     10.  Severability.  All  agreements  and  covenants  contained  herein  are
severable, and in the event any of them shall be held to be invalid by any court
of competent jurisdiction,  this Agreement, subject to subparagraph 7(E) hereof,
shall  continue  in full force and effect  and shall be  interpreted  as if such
invalid agreements or covenants were not contained herein.

     11. Waiver or Modification.  No waiver or modification of this Agreement or
of any covenant, condition or limitation herein shall be valid unless in writing
and duly executed by the party to be charged  therewith,  and no evidence of any
waiver  or  modification  shall  be  offered  or  received  in  evidence  in any
proceeding,  arbitration or litigation between the parties hereto arising out of
or  affecting  this  Agreement,  or the  rights or  obligations  of the  parties
hereunder,  unless such waiver or modification  is in writing,  duly executed as
aforesaid,  and the parties  further agree that the provisions of this Paragraph
may not be waived  except as herein set forth.  Failure  of the  Corporation  to
exercise or  otherwise  act with  respect to any of its rights  hereunder in the
event of a breach of any of the terms or conditions hereof by Employee shall not
be  construed  as a waiver of such  breach  nor  prevent  the  Corporation  from
thereafter  enforcing  strict  compliance  with  any  and all of the  terms  and
conditions hereof.

     12.  Assignability.  This  Agreement may be assigned by the  Corporation to
another  entity  which  purchases   substantially  all  of  the  assets  of  the
Corporation or acquires a majority of the stock of the Corporation. The services
to be performed  by Employee  hereunder  are personal in nature and,  therefore,
Employee shall not assign Employee's rights or delegate  Employee's  obligations
under this  Agreement,  and any attempted or purported  assignment or delegation
not herein permitted shall be null and void.

     13.  Successors.  Subject to the provisions of paragraph 12, this Agreement
shall be binding  upon and shall  inure to the  benefit of the  Corporation  and
Employee  and  their  respective   heirs,   executors,   administrators,   legal
administrators, successors and assigns.

     14.  Notices.  Any  notice or other  communication  required  or  permitted
hereunder  shall  be in  writing  and  shall be  deemed  to have  been  given if
delivered personally, by over-night courier, or by certified or registered mail,
return receipt requested, if to the Corporation, to:

                  Ronald S. Saks, President
                  LMI AEROSPACE, INC.
                  P.O. Box 900
                  St. Charles, MO  63302-0900

and, if to Employee, to:

                  Robert T. Grah
                  9005 N. 104th East Avenue
                  Owasso, OK  74055

or to  such other address as may be  specified by  either of the  parties in the
manner provided under this paragraph 14.

     15.  Construction.  This Agreement shall be deemed for all purposes to have
been made in the State of Missouri  and shall be governed  by and  construed  in
accordance  with the laws of the State of Missouri,  notwithstanding  either the
place  of  execution  hereof,  nor the  performance  of any  acts in  connection
herewith or hereunder in any other jurisdiction.

     16. Venue.  The parties  hereto agree that any suit filed arising out of or
in  connection  with this  Agreement  shall be brought only in the United States
District  Court for the Eastern  District of  Missouri,  unless that court lacks
jurisdiction,  in which case such  action  shall be brought  only in the Circuit
Court for St. Louis County, Missouri.

     17.  Disclosure  of Existence of Agreement.  To preserve the  Corporation's
rights under this  Agreement,  the Corporation may advise any third party of the
existence  of this  Agreement  and its  terms,  and  the  Employee  specifically
releases  and agrees to indemnify  and hold the  Corporation  harmless  from any
liability for doing so.

     18. Opportunity to Review.  Employee hereby represents and warrants that he
has had an  opportunity  to  review  this  Agreement  and  ask  the  Corporation
questions  about the Agreement,  and  understands the meaning and effect of each
paragraph of this Agreement.

     The parties have executed this Agreement as of January 1, 2004.


                                           LMI AEROSPACE, INC.

                                           ("Corporation")

                                       By: __________________________
                                           Ronald S. Saks, President


                                          -------------------------------
                                               Robert T. Grah
                                                ("Employee")



</TEXT>
</DOCUMENT>
