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

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