EXECUTIVE EMPLOYMENT AGREEMENT







                  This Executive Employment Agreement (this "Agreement") is

dated as of February 2, 2004, between Aerospace Products International, Inc., a

Delaware corporation, 3778 Distriplex Drive North, Memphis, TN 38118 (the

"Company"), and Paul J. Fanelli, an individual, U.S. citizen, residing at

                                                             (the "Executive").

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





                                   WITNESSETH:



                  WHEREAS, the Company believes that the Executive will be a

valued employee of the Company and wishes to secure his employment with the

Company and document the terms of the Executive's employment by the Company, and

the Executive wishes to become employed by the Company;



                  NOW, THEREFORE, taking into account the foregoing and in

consideration of the mutual promises and conditions contained herein, the

parties hereto agree as follows:





I



                                   EMPLOYMENT



               .1  Employment.   The  Company  employs  the  Executive  and  the

Executive  hereby  accepts  employment  as its Senior Vice  President  and Chief

Operating Officer upon the terms and conditions hereinafter set forth.



               .2 Term. The employment of the Executive by the Company under the

terms and  conditions of this  Agreement  will commence on February 16, 2004 and

continue,  subject to Article IV hereof,  for a period of three  years,  through

January 31, 2007 ("Employment Term").



               .3  Executive  Duties.  As the  Chief  Operating  Officer  of the

Company, the Executive shall perform such duties customary to such office as are

reasonably  requested  by and  shall  report  directly  to the  Company's  Chief

Executive  Officer.  The Executive agrees to devote his full business time (with

allowances  for  vacations and sick leave) and attention and best efforts to the

affairs of the Company and its parent,  subsidiaries  and affiliates  during the

Employment Term. Executive shall not, while an employee of the Company, directly

or indirectly,  be engaged (including as a stockholder owning more than five (5)

percent of a company's  stock,  proprietor,  general  partner,  limited partner,

trustee, consultant, employee, director, officer, lender, investor or otherwise)

in any business or activity that is  competitive  with that of the Company,  its

parent or any of its subsidiaries, or affiliates.



                                   Page 1 of 9





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II



                            COMPENSATION AND BENEFITS





          .1 Base Salary.  During the Employment  Term, the Company shall pay to

the Executive an annualized base salary of One Hundred Ninety  Thousand  Dollars

($190,000) per year (the "Base Salary"), payable in substantially equal biweekly

installments  of Seven Thousand Three Hundred Seven Dollars and Sixty Nine Cents

($7,307.69).  The Company will review  annually and may, but is not required to,

in the sole  discretion of the Board of Directors of the Company,  increase such

Base  Salary  in  light of the  Executive's  performance,  inflation  in cost of

living, or other factors. The Company shall not decrease Executive's Base Salary

during the Employment Term.



          .2 Signing  Bonus.  In addition to the Base  Salary,  Executive  shall

receive a one-time Signing Bonus of Fifteen Thousand  Dollars  ($15,000),  to be

paid on the date of his first biweekly salary payment after the  commencement of

the Employment Term.



          .3  Benefits.  During the  Employment  Term,  the  Executive  shall be

permitted to  participate  in and be covered under any and all such  performance

bonus, profit sharing,  and other compensation plans, and such medical,  dental,

disability, life, and other insurance plans, as are generally available to other

employees  of the Company in similar  employment  positions,  subject to meeting

applicable  eligibility  requirements  (collectively  referred  to herein as the

"Company Benefit Plans"). The award, amounts, and terms and conditions of all of

all bonuses and other Company  Benefit  Plans shall be  determined  from time to

time at the sole discretion of the Board of Directors.

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