10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2001.

|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from          to .         

Commission file number:    0-24293  

LMI AEROSPACE, INC.
(Exact name of registrant as specified in its charter)

Missouri
(State or Other Jurisdiction of
Incorporation or Organization) 43-1309065
(I.R.S. Employer
Identification No.)

3600 Mueller Road
St. Charles, Missouri
(Address of Principal Executive Offices) 63302-0900
(ZIP Code)

(636) 946-6525
(Registrant's Telephone Number, Including Area Code)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

             Yes   X      No         

         Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of class
of Common Stock Number of Shares
outstanding as of May 1, 2001

Common Stock, par value $.02 per share 8,065,518

LMI AEROSPACE, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDING MARCH 31, 2001

INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets as
         of December 31, 2000 and March 31, 2001                            1

         Condensed Consolidated Statements of Operations for the
         three months ending March 31, 2000 and 2001                        2

         Condensed Consolidated Statements of Cash Flows for the
         the three months ending March 31, 2000 and 2001                    3

         Notes to Unaudited Condensed Consolidated Financial Statements     4


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation                                 6


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                   7


SIGNATURE PAGE                                                              8


EXHIBIT INDEX                                                               9

LMI Aerospace, Inc.

Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)

                                                     December 31,     March 31,
                                                         2000            2001
                                                                     (unaudited)
                                                  ------------------------------
Assets
Current assets:
   Cash and cash equivalents                            $ 1,676        $  1,685
   Investments                                              536             580
   Trade accounts receivable, net                         6,627           7,702
   Inventories                                           15,909          15,945
   Prepaid expenses                                         361             364
   Income taxes receivable                                  498             446
   Deferred income taxes                                    781             781
                                                  ------------------------------
Total current assets                                     26,388          27,503

Property, plant, and equipment, net                      21,059          21,196
Other assets                                              2,233           2,314
                                                  ------------------------------
                                                         49,680          51,013
                                                  ==============================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                    $  3,570        $  3,435
   Accrued expenses                                       1,962           2,142
   Income taxes payable                                      --             475
   Current installments of long-term debt                   104             106
                                                  ------------------------------
Total current liabilities                                 5,636           6,158

Long-term debt, less current installments                   121              94
Deferred income taxes                                     1,245           1,260
                                                  ------------------------------
Total noncurrent liabilities                              1,366           1,354

Stockholders' equity:
   Common stock of $.02 par value; authorized
     28,000,000 shares; issued 8,734,422 at
     December 31, 2000 and at March 31, 2001                175             175
   Additional paid-in capital                            26,164          26,164
   Treasury Stock, at cost, 628,604 and
     668,904 shares in 2000
     and 2001                                            (3,174)         (3,263)
   Accumulated other comprehensive loss                    (272)           (243)
   Retained earnings                                     19,785          20,668
                                                  ------------------------------
Total stockholders' equity                               42,678          43,501
                                                  ------------------------------
                                                       $ 49,680        $ 51,013
                                                  ==============================

See accompanying notes.

LMI Aerospace, Inc.

Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)

                                             For the Three Months Ended March 31
                                                     2000               2001
                                                 -------------------------------

Net sales                                        $  14,520           $  16,048
Cost of sales                                       12,289              12,345
                                                 -------------------------------
Gross profit                                         2,231               3,703

Selling, general, and administrative
  expenses                                           2,535               2,342
                                                 -------------------------------
Income (loss) from operations                         (304)              1,361

Other                                                   16                  (4)
                                                --------------------------------
Income (loss) before income taxes                     (288)              1,357

Provision for (Benefit of) income taxes               (101)                475
                                                --------------------------------
Income (loss) before cumulative
  effect of change in accounting
  principle                                           (187)                882

Cumulative effect of change in accounting
    Principle net of income tax benefit of            (164)                 --
    $88
                                                --------------------------------

Net income (loss)                                $    (351)               $882
                                                ================================


Amounts per common share:
Income (loss) before cumulative
   effect of change in accounting
   principle                                     $   (0.02)              $0.11
Cumulative effect at change in accounting
   principle                                         (0.02)                 --
                                                --------------------------------
Net income (loss) per common share                  $(0.04)              $0.11
                                                ================================

Net income (loss) per common share -
   assuming dilution                             $   (0.04)              $0.11
                                                ================================

Weighted average common shares outstanding
                                                 8,208,467           8,080,969
                                                ================================
Weighted average dilutive stock options
   outstanding                                          --              11,593
                                                ================================

See accompanying notes.

LMI Aerospace, Inc.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)

                                             For the Three Months Ended March 31
                                                       2000              2001
                                             -----------------------------------
Operating activities
Net income (loss)                                     $ (351)          $  882
Adjustments to reconcile net income to
   Net cash provided by operating
     activities:
     Depreciation and amortization                       870              868
     Changes in operating assets and
       liabilities:
       Trade accounts receivable                         426           (1,075)
       Inventories                                      (701)             (36)
       Prepaid expenses and other assets                  44             (130)
       Income taxes payable                             (195)             527
       Accounts payable                                 (372)            (135)
       Accrued expenses                                  129              180
                                               ---------------------------------
Net cash generated (used) in operating
  activities                                            (150)           1,081

Investing activities
Additions to property, plant, and
  equipment, net                                      (1,140)            (958)
Proceeds from sale of property, plant
  and equipment                                          194               --
Purchases of investments                                (504)              --
                                               ---------------------------------
Net cash used in investing activities                 (1,450)            (958)

Financing activities
Principal payments on long-term debt                     (24)             (25)
Treasury stock transactions, net                         (14)             (89)
                                               ---------------------------------
Net cash used in financing activities                    (38)            (114)
Activities

Net change in cash and cash equivalents               (1,638)               9
Cash and cash equivalents, beginning
  of period                                            5,908            1,676
                                               ---------------------------------
Cash and cash equivalents, end of period            $  4,270            1,685
                                               =================================

See accompanying notes.

LMI Aerospace, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except share and per share data))
(Unaudited)
March 31, 2001

1.   Accounting Policies

Basis of Presentation

LMI Aerospace, Inc. (the "Company") is a fabricator, finisher, and integrator of formed, close tolerance aluminum and specialty alloy components for use by the aerospace industry. The Company is a Missouri corporation with headquarters in St. Charles, Missouri. The Company maintains facilities in St. Charles, Missouri; Seattle, Washington; Tulsa, Oklahoma; Wichita, Kansas; and Irving, Texas.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 as filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cumulative Effect of Change in Accounting Principle

In the fourth quarter of 2000, the Company changed its method of accounting for revenue recognition in accordance with Staff Accounting Bulleting (SAB) No. 101, Revenue Recognition in Financial Statements. The new accounting method was adopted retroactive to January 1, 2000. The cumulative effect of the change on prior years resulted in a charge to income of $164, net of income tax benefit of $88, which is included in income for the three months ended March 31, 2001. All 2000 amounts have been restated for this change in accounting principle. The effect of the change on the three months ended March 31, 2000 was as follows:

                                                          First Quarter
                                                          Ended 3/31/00

                                            As Previously
                                               Reported             As Restated
                                            -------------           -----------

Net Sales                                         $14,761               $14,520

Gross Profit                                        2,241                 2,231

Loss before cumulative effect of
  change in accounting principal                     (180)                 (187)


Cumulative effect of change in
  accounting principle                                 --                  (164)

Net Loss                                             (180)                 (351)

Amounts per common share:

Loss before cumulative effect of change
  in accounting principle                            (.02)                 (.02)


Cumulative effect of change in
  accounting principle                                 --                  (.02)

Net loss                                      $      (.02)            $    (.04)

Net loss - assuming dilution                  $      (.02)            $    (.04)

2.   Inventories

Inventories consist of the following:

                                                December 31,          March 31,
                                                    2000                 2001
                                            ------------------------------------
Raw materials                                      $ 3,842               3,881
Work in process                                      3,380               3,183
Finished goods                                       8,687               8,881
                                            ------------------------------------
                                                    15,909              15,945
                                            ====================================

3.   Subsequent Events

On April 1, 2001, the Company purchased certain assets and liabilities of Tempco Engineering, Inc. and Hyco Precision, Inc. (together referred to as “Tempco”), two related companies in Sun Valley, California for $14,250. The Company may pay additional contingent consideration of up to $1,250, based on the financial results of Tempco over the next two years. Tempco had sales of $16,000 for the year ended December 31, 2000 and had total assets of $10,000 as of December 31, 2000. This acquisition will be accounted for under the purchase method of accounting and has been excluded from the consolidated financial statements of the Company as of March 31, 2001. The cost to acquire Tempco will be allocated to the assets acquired and liabilities assumed according to their estimated fair values at the time of the acquisition.

In order to facilitate the acquisition of Tempco, the Company amended its current loan agreement entering into a three year borrowing agreement ("Borrowing Agreement") on April 2, 2001. This Borrowing Agreement provides financing up to $15,500 and bears interest at LIBOR plus 3%. The Company drew $14,250 on this Borrowing Agreement on April 2, 2001. The Borrowing Agreement is secured by all assets of the Company, excluding real property, and contains financial covenants requiring minimum levels of cash flow coverage and EBITDA. As of March 31, 2001, the Company has not drawn upon the original loan agreement, which is a $7,000 secured line of credit.

Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

Except for the historical information contained herein, the following report contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

Overview

LMI Aerospace, Inc. is a leader in fabricating, machining and integrating of formed close tolerance aluminum and specialty alloy components for use by the aerospace industry. The Company has been engaged in manufacturing components for a wide variety of aerospace applications. Components manufactured by the Company include leading edge wing slats, flaps and lens assemblies; cockpit window frame assemblies; fuselage skins and supports, and passenger and cargo door frames and supports. The Company maintains multi-year contracts with leading original equipment manufacturers and primary subcontractors of commercial, corporate, regional and military aircraft. Such contracts, which govern the majority of the Company’s sales, designate the Company as the sole supplier of the aerospace components sold under the contracts. Customers include Boeing, Lockheed Martin, Northrop Grumman, Gulfstream, Learjet, Canadair, DeHavilland and PPG. The Company manufactures more than 15,000 parts for integration into such models as Boeing’s 737, 747, 757, 767 and 777 commercial aircraft and F-15, F-18, C-17 military aircraft, Canadair’s RJ regional aircraft, Gulfstream’s G-IV and G-V corporate aircraft, and Lockheed Martin’s F-16 and C-130 military aircraft.

Quarter Ended March 31, 2001 vs. March 31, 2000

Net Sales. The Company enjoyed an increase in net sales of 10.5% in the quarter, with sales reaching $16.0 million in 2001. Shipments on Boeing commercial models added $1.4 million in the quarter. This increase in shipments to Boeing was primarily due to $2.4 million in sales of Boeing 747 components in 2001, which represents an increase of $0.8 million from 2000. Net sales on the 737 NG were $4.1 million in 2001, up from $3.9 million in 2000.

Sales to Bombardier totaled $1.4 million in 2001, up $0.5 million from 2000, predominately due to sales of components and tools for Learjet aircraft of $1.0 million, up $0.4 million from 2000. Sales on Lockheed Martin’s F-16 continued the strong performance in late 2000, contributing $1.2 million in the quarter, up $0.4 million from the first quarter of 2000, due to increased production rates and the customers desire for accelerated deliveries. Sales on Gulfstream’s G-IV and G-V aircraft were $1.6 million in 2001, down $0.4 million from 2000. This decrease is due to an inventory correction by Gulfstream, which the Company expects to work through during the second quarter of 2001.

Gross Profit. Gross profit for the first quarter of 2001 was $3.7 million (23.1% of net sales), up from $2.2 million (15.4% of net sales) in 2000. This increased gross profit was primarily due to improved labor efficiency, evidenced by decreased manufacturing payroll and fringes cost of $0.1 million and increased sales of $1.5 million.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses were $2.3 million in the quarter, a decrease of $0.2 million from 2000. During the first quarter of 2000, the Company recorded a bad debt expense of $0.4 million related to a customer that filed bankruptcy. Excluding this one time charge in 2000, selling, general, and administrative expenses increased $0.2 million, primarily resulting from increased payroll and fringe costs.

Cumulative Effect of Change in Accounting Principle. In the fourth quarter of 2000, the Company changed its method of accounting for revenue recognition in accordance with Staff Accounting Bulleting (SAB) No. 101, Revenue Recognition in Financial Statements. The new accounting method was adopted retroactive January 1, 2000. The cumulative effect of the change on prior years resulted in a charge to income of $164, net of income tax benefit of $88, which is included in income for the three months ended March 31, 2001. All 2000 amounts have been restated for this change in accounting principle. Refer to note 1 to the financial statements for further information on this change.

Liquidity and Capital Resources.

Cash was materially unchanged in 2001. Cash from operations totaled $1.1 million. The Company’s net income of $0.9 million was offset by an increase in accounts receivable of $1.1 million. Additionally, there was benefit of $0.9 million from non-cash expenses of depreciation and amortization as well as accruals of tax liabilities that are not yet paid. The operating cash was used to fund capital expenditures of $1.0 million and treasury stock purchases of $0.1 million.

Subsequent to the end of the quarter, the Company purchased certain assets and liabilities of Tempco Engineering, Inc. and Hyco Precision, Inc. The Company amended its current loan agreement (referred to as the "Borrowing Agreement") to fund the purchase price. The Borrowing Agreement provides financing up to $15.5 million. The Company drew $14.25 million on the Borrowing Agreement on April 2, 2001. The Company also maintains its revolving credit agreement of $7.0 million which it expects to cover its normal operating and capital expenditure requirements.

PART II

OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibit No. Description

10.1 Fifth Amendment to and Restatement of Loan Agreement dated as of April 2, 2001.

10.2 Employment Agreement between Tempco Engineering, Inc. and Ernest R. Star dated April 2, 2001.

(b) Reports on Form 8-K.

On March 30, 2001, the Company filed a Report on Form 8-K relating to the issuance of a press release announcing fiscal 2000 fourth quarter earnings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LMI AEROSPACE, INC.

Date:    May 15, 2001 By:    /s/ Lawrence E. Dickinson      
        Lawrence E. Dickinson
        Chief Financial Officer and
        Secretary

EXHIBIT INDEX

Exhibit Number Description

10.1 Fifth Amendment to and Restatement of Loan Agreement dated as of April 2, 2001.

10.2 Employment Agreement between Tempco Engineering, Inc. and Ernest R. Star dated April 2, 2001.

EX-10

                      FIFTH AMENDMENT TO AND RESTATEMENT OF
                                 LOAN AGREEMENT


     THIS  FIFTH   AMENDMENT  TO  AND   RESTATEMENT  OF  LOAN  AGREEMENT   (this
"Agreement")  is made and  entered  into  this 2nd day of  April,  2001,  by LMI
AEROSPACE,   INC.,   formerly  known  as  Leonard's  Metal,   Inc.,  a  Missouri
corporation, LMI FINISHING INC., an Oklahoma corporation, LEONARD'S METAL, INC.,
formerly known as LMI Acquisition, Inc., a Missouri corporation, PRECISE MACHINE
COMPANY, a Missouri corporation,  and METAL CORPORATION,  a Missouri corporation
doing  business in the state of California as Metal  Corporation of Sun Valley ,
and which on or after the date hereof may change its name to Tempco Engineering,
Inc., as co-obligors and  co-borrowers  and not as  accommodation  parties (said
corporations being jointly and severally referred to herein as "Borrower"),  and
UNION PLANTERS BANK,  N.A., a national banking  association,  successor to Magna
Bank, National Association ("Bank").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Borrower and Bank have  heretofore  entered into that certain
Loan Agreement  dated August 15, 1996 as amended by that certain First Amendment
to Loan Agreement dated January 15, 1997, that certain Second  Amendment to Loan
Agreement dated  November,  1997, that certain Third Amendment to Loan Agreement
dated March 30, 1998 and that certain Fourth  Amendment to Loan Agreement  dated
October 30, 2000 (the "Loan Agreement"); and

         WHEREAS,  Borrower and Bank desire to further amend the Loan  Agreement
to  provide  for a new  term  loan  to  Borrower  in  the  principal  amount  of
$14,250,000.00,  provide  for a  multi-advance  term  loan  to  Borrower  in the
principal amount of up to $1,250,000.00,  add Metal Corporation as a co-obligor,
and to modify certain other provisions of the Loan Agreement; and

         WHEREAS,  Borrower and Bank desire to restate the Loan Agreement, as so
amended, in its entirety;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby mutually agree and promise as follows:

SECTION 1.  TERM.

         The  "Term" of this  Agreement  shall be deemed  to have  commenced  on
August 15, 1996 and shall end on such date as Borrower's  Obligations shall have
been paid in full and Bank has no further  obligation to loan or advance  monies
to or for the account of Borrower.

SECTION 2.  DEFINITIONS.

         In addition to the terms defined  elsewhere in this Agreement or in any
Exhibit or Schedule  hereto,  when used in this  Agreement,  the following terms
shall have the following  meanings (such meanings shall be equally applicable to
the singular and plural forms of the terms used, as the context requires):

         Attorneys'  Fees  shall  mean the  reasonable  out-of-pocket  fees (and
costs,  charges and expenses related thereto) of attorneys retained by Bank from
time to time (i) in connection  with the  negotiation,  preparation,  execution,
delivery,  administration  and  enforcement of this Agreement  and/or any of the
other Transaction Documents, (ii) to represent Bank in any litigation,  contest,
dispute,  suit  or  proceeding,  or to  commence,  defend  or  intervene  in any
litigation,  contest,  dispute,  suit or  proceeding,  or to file any  petition,
complaint,  answer,  motion or other  pleading or to take any other action in or
with respect to any litigation,  contest,  dispute,  suit or proceeding (whether
instituted  by Bank,  Borrower or any other Person and whether in  bankruptcy or
otherwise)  in any way or respect  relating to the  Collateral,  any Third Party
Collateral, this Agreement or any of the other Transaction Documents,  Borrower,
any  Subsidiary  of Borrower or any other  Obligor,  (iii) to protect,  collect,
lease,  sell, take possession of or liquidate any of the Collateral or any Third
Party  Collateral,  (iv) to attempt to enforce any security interest in or other
Lien upon any of the  Collateral  or any Third Party  Collateral  or to give any
advice with respect to such  enforcement and (v) to enforce any of Bank's rights
to collect any of Borrower's Obligations.

         Borrower's Obligations shall mean any and all indebtedness  (principal,
interest,  fees and other  amounts),  liabilities and obligations of Borrower to
Bank under the Notes, this Agreement, the Security Agreements,  any of the other
Transaction   Documents,   or  any  other  agreement,   document  or  instrument
heretofore,  now or hereafter  executed and  delivered by Borrower to or for the
benefit  of Bank,  in each case  whether  now  existing  or  hereafter  arising,
absolute or contingent,  joint and/or several,  secured or unsecured,  direct or
indirect,  expressed or implied in law,  contractual or tortious,  liquidated or
unliquidated, at law or in equity, or otherwise, and whether created directly or
acquired by Bank by assignment or otherwise, and any and all costs of collection
and/or Attorneys' Fees incurred or to be incurred in connection therewith.

         Business  Day shall  mean any day  except a  Saturday,  Sunday or legal
holiday observed by Bank.

         Capital  Expenditure  shall mean any  expenditure  which, in accordance
with generally accepted accounting principles consistently applied, is or should
be  capitalized  on the balance sheet of the Person  making the same;  provided,
however,  that Capital  Expenditure shall not mean any expenditure in connection
with assets purchased pursuant to that certain Asset Purchase Agreement dated as
of April 2, 2001, by and between,  among  others,  Tempco  Engineering,  Inc., a
California  corporation,  Hyco Precision,  Inc., a California  corporation,  and
Metal Corporation, Inc., a Missouri corporation.

         Capitalized  Lease  shall  mean any lease  which,  in  accordance  with
generally accepted accounting  principles  consistently applied, is or should be
capitalized on the balance sheet of the lessee.

         Capitalized  Lease Obligations of any Person shall mean, as of the date
of  any  determination  thereof,  the  amount  at  which  the  aggregate  rental
obligations due and to become due under all Capitalized  Leases under which such
Person is a lessee would be reflected as a liability on a balance  sheet of such
Person in accordance with generally accepted accounting principles  consistently
applied.

         Code shall mean the Internal Revenue Code of 1986, as amended,  and any
successor statute of similar import,  together with the regulations  thereunder,
in each case as in effect from time to time.  References to sections of the Code
shall be construed to also refer to any successor sections.

         Collateral  shall mean any Property or assets of Borrower  which now or
at any time  hereafter  secure the payment or  performance  of any of Borrower's
Obligations.

         Consolidated  Debt Service Coverage Ratio shall mean, for the period in
question,  the ratio of (a)  Consolidated  EBITDA  during such period to (b) the
aggregate amount of all principal  payments  required to be made by Borrower and
its  Consolidated  Subsidiaries  on all  Debt  during  the  twelve  (12)  months
following the date of measurement  (including the principal  portion of payments
in respect  of  Capitalized  Leases  but  excluding  principal  payments  on the
Revolving Credit Loans) plus  Consolidated  Interest Expense during such period,
all determined on a consolidated basis and in accordance with generally accepted
accounting principles consistently applied.

         Consolidated  EBITDA  shall mean for the period in question  the sum of
(a) the  after-tax  net  income  (or  loss)  of  Borrower  and its  Consolidated
Subsidiaries for the period in question (exclusive of extraordinary gains and/or
losses and gains  and/or  losses  from the sale or other  disposition  of assets
other than in the ordinary course of business),  plus (b) to the extent deducted
in determining net income, the sum of (i) all gross interest expense of Borrower
and its Consolidated  Subsidiaries  during each period, plus (ii) all provisions
for any Federal,  state,  local and/or foreign income taxes made by Borrower and
its  Consolidated  Subsidiaries  during such period  (whether paid or deferred),
plus (iii) all  depreciation  and  amortization  expenses  of  Borrower  and its
Consolidated  Subsidiaries  during such period, all determined on a consolidated
basis.

         Consolidated  Interest  Expense shall mean, for the period in question,
without duplication, all gross interest expense of Borrower and its Consolidated
Subsidiaries (including,  without limitation, all commissions,  discounts and/or
related  amortization  and  other  fees and  charges  owed by  Borrower  and its
Consolidated  Subsidiaries  with  respect to  letters  of credit,  the net costs
associated  with  interest  swap  obligations  of Borrower and its  Consolidated
Subsidiaries,  capitalized interest expense, the interest portion of Capitalized
Lease  Obligations and the interest portion of any deferred payment  obligation)
during such period,  all  determined on a  consolidated  basis and in accordance
with generally accepted accounting principles consistently applied.

         Consolidated  Net  Worth  shall  mean,  at any date,  the  consolidated
stockholders' equity of Borrower and its Consolidated Subsidiaries.

         Consolidated  Subsidiary  shall mean with  respect to any Person at any
date, any Subsidiary or other entity the assets and  liabilities of which are or
should be consolidated  with those of such Person in its consolidated  financial
statements  as of such date in accordance  with  generally  accepted  accounting
principles consistently applied.

         Consolidated   Tangible  Net  Worth  shall  mean,  at  any  date,   the
consolidated  stockholders' equity of Borrower and its Consolidated Subsidiaries
(which  shall  be  deemed  to  exclude  subordinated  indebtedness)  less  their
Intangible Assets as of such date. For purposes of this definition,  "Intangible
Assets"  shall  mean the amount (to the extent  reflected  in  determining  such
stockholders'  equity) of (i) all write-ups in the book value of any asset owned
by  Borrower  or  a  Consolidated   Subsidiary  of  Borrower  resulting  from  a
revaluation  thereof subsequent to the date of this Agreement and (ii) goodwill,
unamortized debt discount and expense,  unamortized  deferred charges,  patents,
trademarks,   service  marks,  trade  names,   copyrights,   organizational  and
developmental expenses and other similar intangible items and assets.

         Current  Assets  shall  mean  all  assets  which,  in  accordance  with
generally  accepted  accounting  principles   consistently  applied,  should  be
classified as current assets on a balance sheet.

         Current  Liabilities  shall mean all  liabilities  which, in accordance
with generally accepted accounting principles  consistently  applied,  should be
classified as current liabilities on a balance sheet.

         Default shall mean an event or condition the occurrence of which would,
with the  lapse of time or the  giving  of  notice  or both,  become an Event of
Default as defined in Section 9 hereof.

         Distribution in respect of any corporation shall mean:

         (a)  dividends  or  other   distributions   on  capital  stock  of  the
corporation; and

         (b) the redemption, repurchase or other acquisition of such stock or of
warrants,  rights or other options to purchase such stock (except when solely in
exchange for such stock).

         Eligible Accounts shall mean all trade accounts  receivable of Borrower
which have been  invoiced by Borrower or which  constitute  "unbilled  shippers"
except for those which remain  unpaid for more than ninety (90) days after their
invoice dates.

         Eligible Inventory shall mean all inventory of Borrower,  valued at the
lower of cost or market value.

         Environmental  Laws shall mean the Resource  Conservation  and Recovery
Act  of  1987,  the  Comprehensive  Environmental  Response,   Compensation  and
Liability  Act,  any  so-called   "Superfund"  or  "Superlien"  law,  the  Toxic
Substances  Control  Act and any other  Federal,  state or local  statute,  law,
ordinance,  code, rule, regulation,  order or decree regulating,  relating to or
imposing liability or standards of conduct concerning any Hazardous Materials or
any other hazardous, toxic or dangerous waste, substance or constituent or other
substance,  whether  solid,  liquid or gas, as now or at any time  hereafter  in
effect.

         Environmental  Lien shall have the meaning  ascribed thereto in Section
8.01(k)(vii).

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
as amended,  and any  successor  statute of similar  import,  together  with the
regulations thereunder,  in each case as in effect from time to time. References
to sections of ERISA shall be construed to also refer to any successor sections.

         ERISA Affiliate shall mean any corporation,  trade or business that is,
along  with  Borrower,  a member  of a  controlled  group of  corporations  or a
controlled  group of trades or businesses,  as described in Sections  414(b) and
414(c), respectively, of the Code or Section 4001 of ERISA.

         Event of Default shall have the meaning ascribed thereto in Section 9.

         Hazardous  Materials shall mean any hazardous substance or pollutant or
contaminant defined as such in (or for the purposes of) any Environmental Law.

         Indebtedness of any Person shall mean and include, without duplication,
any and all  indebtedness,  liabilities  and obligations of such Person which in
accordance with generally accepted accounting  principles  consistently  applied
are or should be classified  upon a balance sheet of such Person as  liabilities
of such  Person,  and in any event  shall  include all (i)  obligations  of such
Person for borrowed  money or which have been  incurred in  connection  with the
acquisition of Property,  (ii)  obligations  secured by any Lien or other charge
upon any  Property  owned by such Person,  provided  that if such Person has not
assumed or become liable for the payment of such  obligations,  such obligations
shall still be included in Indebtedness  but the  determination of the amount of
Indebtedness evidenced by such obligations shall be limited to the book value of
such Property,  (iii) obligations  created or arising under any conditional sale
or other title retention agreement with respect to any Property acquired by such
Person, provided that if the rights and remedies of the seller, lender or lessor
in the event of default under such agreement are limited to repossession or sale
of such Property such  obligations  shall still be included in Indebtedness  but
the  determination  of the amount of Indebtedness  evidenced by such obligations
shall be limited to the book value of such  Property,  (iv) all  Guarantees  and
other  contingent  indebtedness,  liabilities  and  obligations  of such  Person
whether  or not  reflected  on the  balance  sheet  of such  Person  and (v) all
obligations of such Person as lessee under any Capitalized Lease.

         LIBOR shall mean, as of any date, the highest London Interbank  Offered
Rate  reported  for one (1) month in the  Money  Rates  column or any  successor
column of The Wall  Street  Journal  based on the British  Banker's  Association
average of  interbank  offered  rates for dollar  deposits in the London  market
based on quotations at 16 major banks.

         LIBOR (Term) shall mean, as of any date, the highest  London  Interbank
Offered  Rate  reported  for three (3) months in the Money  Rates  column or any
successor  column  of The Wall  Street  Journal  based on the  British  Banker's
Association average of interbank offered rates for dollar deposits in the London
market based on quotations at 16 major banks.

         Lien shall mean any interest in Property  securing an  obligation  owed
to, or a claim by, a Person other than the owner of the  Property,  whether such
interest  is based on  common  law,  statute  or  contract,  including,  without
limitation,   any  security   interest,   mortgage,   deed  of  trust,   pledge,
hypothecation,  judgment lien or other lien or encumbrance of any kind or nature
whatsoever,  any conditional sale or trust receipt and any lease, consignment or
bailment for security  purposes.  The term "Lien"  shall  include  reservations,
exceptions,  encroachments,  easements,  rights-of-way,  covenants,  conditions,
restrictions,  leases and other  title  exceptions  and  encumbrances  affecting
Property.

         Multiemployer  Plan  shall mean a  "multi-employer  plan" as defined in
Section  4001(a)(3) of ERISA which is maintained for employees of Borrower,  any
ERISA Affiliate or any Subsidiary of Borrower.

         Notes shall mean the Revolving  Credit Note,  Term Note A and Term Note
B.

         Obligor  shall  mean  Borrower  and each  other  Person who is or shall
become primarily or secondarily  liable on any of Borrower's  Obligations or who
grants Bank a Lien upon any of the Property or assets of such Person as security
for any of Borrower's Obligations.

         Occupational  Safety and Health Laws shall mean the Occupational Safety
and  Health  Act of 1970,  as  amended,  and any other  Federal,  state or local
statute,  law, ordinance,  code, rule,  regulation,  order or decree regulating,
relating to or imposing  liability or standards of conduct  concerning  employee
health and/or safety, as now or at any time hereafter in effect.

         PBGC shall mean the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         Pension  Plan shall  mean a "pension  plan," as such term is defined in
Section 3(2) of ERISA,  which is subject to the  provisions of Title IV of ERISA
and which is established or maintained by Borrower,  any ERISA  Affiliate or any
Subsidiary of Borrower, other than a Multiemployer Plan.

         Person shall mean any  individual,  sole  proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  association,  corporation,
institution,  entity or government (whether national,  Federal,  state,  county,
city,   municipal   or   otherwise,    including,    without   limitation,   any
instrumentality, division, agency, body or department thereof).

         Property  shall mean any  interest  in any kind of  property  or asset,
whether real,  personal or mixed,  or tangible or intangible.  Properties  shall
mean the plural of Property.  For purposes of this Agreement,  Borrower and each
Subsidiary of Borrower  shall be deemed to be the owner of any Property which it
has acquired or holds subject to a conditional  sale agreement,  financing lease
or other  arrangement  pursuant to which title to the Property has been retained
by or vested in some other Person for security purposes.

         Related  Party  shall  mean  any  Person  (other  than  a  wholly-owned
Subsidiary) (i) which directly or indirectly through one or more  intermediaries
controls,  or is controlled by or is under common control with,  Borrower or any
Subsidiary of Borrower,  (ii) which beneficially owns or holds ten percent (10%)
or more of the equity interest of Borrower or (iii) ten percent (10%) or more of
the equity  interest  of which is  beneficially  owned or held by  Borrower or a
Subsidiary of Borrower.  The term "control" shall mean the possession,  directly
or  indirectly,  of the power to vote ten  percent  (10%) or more of the capital
stock of any  Person  or the  power to  direct  or cause  the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities, by contract or otherwise.

         Reportable Event shall have the meaning given to such term in ERISA.

         Revolving  Credit  Loan  shall  have the  meaning  ascribed  thereto in
Section 3.01(a).

         Revolving  Credit Period shall mean the period  commencing on March 30,
1998 and ending October 30, 2001.

         Security   Agreements  shall  mean  the  Security  Agreement  (Accounts
Receivable and Inventory) and the General  Security  Agreement to be executed by
Borrower and  delivered to Bank pursuant to Section 6, as the same may from time
to time be amended.

         Senior  Funded  Debt shall  mean the  aggregate  outstanding  principal
balance of all  indebtedness for borrowed money of Borrower and its Consolidated
Subsidiaries.

         Subsidiary  shall mean, with respect to any Person,  any corporation of
which fifty  percent (50%) or more of the issued and  outstanding  capital stock
entitled to vote for the election of directors  (other than by reason of default
in the payment of dividends) is at the time owned directly or indirectly by such
Person.

         Term shall have the meaning ascribed thereto in Section 1.

         Term Loan A shall have the meaning ascribed thereto in Section 4.01(a).

         Term Loan B shall have the meaning ascribed thereto in Section 4.01(a).

         Term Loans shall have the meaning ascribed thereto in Section 4.01(a).

         Term Note A shall have the meaning ascribed thereto in Section 4.01(b).

         Term Note B shall have the meaning ascribed thereto in Section 4.01(c).

         Term Notes shall mean Term Note A and Term Note B.

         Third Party Collateral shall mean any Property or assets of any Obligor
other than  Borrower  which now or at any time  hereafter  secure the payment or
performance of any of Borrower's Obligations.

         Transaction  Documents  shall  mean  this  Agreement,  the  Notes,  the
Security  Agreements  and  all  other  agreements,   documents  and  instruments
heretofore,  now or hereafter delivered to Bank with respect to or in connection
with or pursuant to this  Agreement,  any Loans made  hereunder  or any other of
Borrower's  Obligations,  and executed by or on behalf of  Borrower,  all as the
same may from time to time be amended, modified, extended or renewed.

SECTION 3.  THE REVOLVING CREDIT LOANS.

         3.01. Revolving Credit Loans.

         (a) Subject to the terms and conditions of this  Agreement,  during the
Revolving Credit Period of this Agreement, and so long as no Default or Event of
Default under this Agreement has occurred and is continuing,  Bank hereby agrees
to make such loans  (individually,  a "Revolving  Credit Loan" and collectively,
the  "Revolving  Credit  Loans") to Borrower  as Borrower  may from time to time
request  pursuant to Section 3.02. The aggregate  principal  amount of Revolving
Credit  Loans  which  Bank  shall be  required  to have  outstanding  under this
Agreement  at any one time shall not exceed the lesser of (A)  $7,000,000.00  or
(B) the Borrowing  Base.  Subject to the terms and conditions of this Agreement,
Borrower may borrow, repay and reborrow such sums from Bank, provided,  however,
that in no event may the  aggregate  outstanding  principal  amount of Revolving
Credit  Loans on any given day exceed the  applicable  amount  specified  in the
preceding sentence. All Revolving Credit Loans not paid prior to the last day of
the  Revolving  Credit  Period,  together  with all accrued and unpaid  interest
thereon,  shall  be due and  payable  on the last  day of the  Revolving  Credit
Period.

         (b) For purposes of this Agreement, the "Borrowing Base" shall mean the
sum of:

          (i)  Eighty-Five Percent (85%) of the face amount of all then existing
               Eligible Accounts; plus

          (ii) the sum of (A) Fifty Percent  (50%) of the Eligible  Inventory of
               Borrower  consisting of finished goods,  (B) Thirty Percent (30%)
               of the  Eligible  Inventory  of  Borrower  consisting  of work in
               process,  and  (C)  Sixty-Five  Percent  (65%)  of  the  Eligible
               Inventory of Borrower consisting of raw materials.

         (c) Borrower shall deliver to Bank monthly by the fifteenth  (15th) day
of each month  (calculated  as of the close of  business  of the prior  month) a
collateral  report in the form of  Exhibit E attached  hereto  and  incorporated
herein by  reference  (or in such other form as Bank shall  require from time to
time) (a "Collateral Report") setting forth:

          (i)  the  Borrowing  Base  and  its  components  as of the  end of the
               immediately preceding month;

          (ii) the  aggregate  principal  amount of all  Revolving  Credit Loans
               outstanding as of the end of the immediately preceding month; and

          (iii) the difference,  if any,  between  the  Borrowing  Base  and the
               aggregate   principal   amount  of  all  Revolving  Credit  Loans
               outstanding as of the end of the immediately preceding month.

         The Borrowing Base shown in such Collateral  Report shall be and remain
the Borrowing Base hereunder  until the next  Collateral  Report is delivered to
Bank,  at which  time the  Borrowing  Base  shall  be the  amount  shown in such
subsequent  Collateral  Report.  Each Collateral Report shall be certified as to
truth and accuracy by the president or the chief financial officer of Borrower.

         (d) If at any time the aggregate  outstanding  principal  amount of the
Revolving  Credit Loans is greater than the Borrowing  Base as shown on the most
recent  Collateral  Report,  Borrower shall be automatically  required  (without
demand or notice of any kind by Bank, all of which are hereby  expressly  waived
by  Borrower)  to  immediately  repay the  Revolving  Credit  Loans in an amount
sufficient to reduce the aggregate outstanding principal amount of the Revolving
Credit Loans to the amount of the Borrowing Base.

         3.02 Procedure for  Borrowing.  (a) Borrower shall give oral or written
notice (a  "Borrowing  Notice")  to Bank by 2:00 p.m.  (St.  Louis  time) on the
Business Day of each Revolving Credit Loan, specifying:

          (i)  the date of such Revolving Credit Loan, which shall be a Business
               Day,

          (ii) the aggregate principal amount of such Revolving Credit Loan,

          (iii)that on the date of, and after giving  effect to, such  Revolving
               Credit Loan, no Default or Event of Default under this  Agreement
               has occurred and is continuing, and

          (iv) that on the date of, and after giving  effect to, such  Revolving
               Credit  Loan,  all  of  the  representations  and  warranties  of
               Borrower contained in this Agreement and in the other Transaction
               Documents are true and correct in all material respects on and as
               of such date of such  Revolving  Credit Loan as if made on and as
               of the date of such Revolving Credit Loan.

         (b) Bank shall make the  proceeds of the  applicable  Revolving  Credit
Loan available to Borrower by transferring  the amount of such Revolving  Credit
Loan to such  account  maintained  with Bank as  Borrower  shall  specify in the
Borrowing Notice,  not later than 2:30 p.m. (St. Louis time) on the Business Day
specified in said Borrowing Notice.

         (c) Borrower hereby irrevocably  authorizes Bank to rely on telephonic,
telegraphic,  telecopy,  telex or  written  instructions  of  Ronald  S. Saks or
Lawrence E. Dickinson (or any other  individual  from time to time authorized to
act on behalf of  Borrower  pursuant  to a  resolution  adopted  by the Board of
Directors of Borrower and  certified by the  Secretary of Borrower and delivered
to Bank)  with  respect  to any  request to make a  Revolving  Credit  Loan or a
repayment hereunder, and on any signature which Bank believes to be genuine, and
Borrower  shall be bound  thereby  in the same  manner  as if such  person  were
actually authorized or such signature were genuine.  Borrower also hereby agrees
to indemnify  Bank and hold Bank  harmless  from and against any and all claims,
demands, damages,  liabilities,  losses, costs and expenses (including,  without
limitation,  reasonable attorneys' fees and expenses) relating to or arising out
of or in connection  with the acceptance of  instructions  for making  Revolving
Credit Loans or repayments hereunder, except for such of the foregoing as result
directly from Bank's gross negligence or willful misconduct.

         3.03 Revolving  Credit Note. (a) The Revolving  Credit Loans of Bank to
Borrower  shall be  evidenced  by an amended  and  restated  Promissory  Note of
Borrower dated the date hereof and payable to the order of Bank in the principal
amount of  $7,000,000.00,  which Promissory Note shall be in  substantially  the
form of Exhibit A attached hereto and  incorporated  herein by reference (as the
same may from  time to time be  amended,  modified,  extended  or  renewed,  the
"Revolving Credit Note").

         (b) Bank  shall  record the date,  amount,  type and  maturity  of each
Revolving  Credit  Loan made by it and the date and  amount of each  payment  of
principal made by Borrower with respect thereto in Bank's books and records. The
books and records of Bank showing the account between Bank and Borrower shall be
admissible in evidence in any action or proceeding  and shall  constitute  prima
facie proof of the items therein set forth.

         3.04  Interest  Rates.  (a) So long as no Event of  Default  under this
Agreement has been  declared by Bank and is  continuing,  all  Revolving  Credit
Loans shall bear  interest  prior to maturity at a rate per annum equal to LIBOR
plus Two and One-Fourth  percent  (2.25%)  (fluctuating  as and when LIBOR shall
change).  So long as any Event of Default under this Agreement has been declared
by Bank and is continuing,  each Revolving Credit Loan shall bear interest prior
to maturity  at a rate per annum equal to Two Percent  (2.0%) over and above the
rate  applicable  immediately  preceding  such  Event of  Default.  Interest  on
Revolving  Credit Loans shall be payable monthly in accordance with the terms of
the Revolving  Credit Note,  and at the maturity of the  Revolving  Credit Note,
whether by reason of acceleration  or otherwise.  From and after the maturity of
the Revolving Credit Note, whether by reason of acceleration or otherwise,  each
Revolving Credit Loan shall bear interest payable on demand until paid at a rate
per  annum  equal to Two  Percent  (2.0%)  over and  above  the rate  applicable
immediately preceding maturity.

         (b) Bank shall  calculate  the  interest  accrued  with respect to each
Revolving  Credit  Loan  hereunder  and  its  determination   thereof  shall  be
conclusive in the absence of manifest error.

SECTION 4.  THE TERM LOANS.

         4.01 Commitment of Bank.

         (a) Bank agrees to make Borrower a term loan in the original  principal
amount of Fourteen Million Two Hundred Fifty Thousand  Dollars  ($14,250,000.00)
("Term Loan A") and a  multi-advance  term loan of up to One Million Two Hundred
Fifty Thousand Dollars ($1,250,000.00) ("Term Loan B" and collectively with Term
Loan A referred to herein as the "Term Loans").

         (b) Term Loan A shall be  evidenced  by a  Promissory  Note of Borrower
dated the date hereof and payable to the order of Bank in the original principal
amount  of  $14,250,000.00  (as the  same  may  from  time  to time be  amended,
modified,  extended or renewed,  the "Term Note A"), an unexecuted copy of which
is attached  hereto as Exhibit B. Term Note A shall mature on September 15, 2004
(on which date all unpaid  principal and all accrued and unpaid  interest  shall
become  due and  payable).  Principal  on the Term  Note A shall be  payable  in
thirty-six (36)  consecutive  monthly  installments in the amount of One Hundred
Sixty-Nine  Thousand Six Hundred  Forty-Two and 86/100's  Dollars  ($169,642.86)
each, due and payable on the fifteenth day of each month,  commencing on October
15, 2001,  through  September 15, 2004.  Interest on the  outstanding  principal
balance of Term Note A shall be payable  monthly,  on the  fifteenth day of each
month  commencing  April 15, 2001 and at the maturity of Term Note A, whether by
reason of acceleration or otherwise. Interest on Term Note A shall be calculated
as provided for under Section 4.02.

         (c) Term Loan B shall be  evidenced  by a  Promissory  Note of Borrower
dated the date hereof and payable to the order of Bank in the original principal
amount of $1,250,000.00 (as the same may from time to time be amended, modified,
extended or renewed, the "Term Note B"), an unexecuted copy of which is attached
hereto as Exhibit C. Term Note B may be funded in multiple advances from time to
time until May 31, 2003; provided, however, that the maximum aggregate principal
amount of all  advances  under  Term Note B shall not  exceed  One  Million  Two
Hundred Fifty Thousand  Dollars  ($1,250,000.00).  No advances may be made under
Term Note B after May 31, 2003 and no principal  repaid  during the term of Term
Note B may be  reborrowed.  Term Note B shall  mature on May 31,  2003 (on which
date all unpaid  principal and all accrued and unpaid  interest shall become due
and payable). Interest on the outstanding principal balance of Term Note B shall
be payable monthly, on the fifteenth day of each month commencing April 15, 2001
and at the  maturity  of Term  Note B,  whether  by reason  of  acceleration  or
otherwise.  Interest on Term Note B shall be  calculated  as provided  for under
Section 4.02.

         4.02 Interest  Rates.  So long as no Event of Default has been declared
by Bank and is continuing,  Term Note A shall bear interest prior to maturity at
a rate per annum equal to LIBOR (Term) plus Three Percent (3%) (determined as of
the date hereof and  fluctuating  as of the first day of each  calendar  quarter
thereafter  based on the LIBOR  (Term)  effective  as of such  date);  provided,
however,  that the  applicable  rate shall at no time be less that Seven Percent
(7%) per annum nor greater  than Eight and  One-Half  Percent  (8.5%) per annum.
From and after the  declaration  of an Event of Default by Bank, so long as such
Event of Default  has not been cured or waived in writing by Bank,  and from and
after  the  maturity  of Term Note A,  whether  by  reason  of  acceleration  or
otherwise, the unpaid principal balance of Term Note A shall bear interest until
paid at a rate per  annum  equal to Two  Percent  (2%)  over and  above the rate
applicable  immediately  preceding  such  Event of  Default.  Interest  shall be
computed  with respect to the Term Note A on an actual day,  360-day year basis.
So long as no Event of Default has been declared by Bank and is continuing, Term
Note B shall bear interest  prior to maturity at a rate per annum equal to LIBOR
(Term) plus Three Percent (3%) (determined as of the date hereof and fluctuating
as of the  first  day of each  calendar  quarter  thereafter  based on the LIBOR
(Term) effective as of such date);  provided,  however, that the applicable rate
shall at no time be less that  Seven  Percent  (7%) per annum nor  greater  than
Eight and One-Half  Percent (8.5%) per annum.  From and after the declaration of
an Event of Default by Bank, so long as such Event of Default has not been cured
or waived in writing by Bank,  and from and after the  maturity  of Term Note B,
whether by reason of acceleration or otherwise,  the unpaid principal balance of
Term Note B shall  bear  interest  until  paid at a rate per annum  equal to Two
Percent (2%) over and above the rate applicable immediately preceding such Event
of Default.  Interest  shall be computed  with  respect to the Term Note B on an
actual day, 360-day year basis.

         4.03 Prepayment. Borrower shall be privileged to prepay all at any time
or any portion  from time to time of the unpaid  principal  under the Term Notes
prior to  maturity,  without  penalty or  premium,  provided  that:  (i) partial
prepayments  shall be applied to  installments of principal under the Term Notes
in the inverse order of their stated  maturities;  (ii) on each prepayment date,
Borrower  shall pay to Bank all  accrued and unpaid  interest  on the  principal
portion of the Note being prepaid to and including the date of such  prepayment;
(iii) Borrower  shall have the option to select which Term Note such  prepayment
shall be applied;  and (iv) no Default or Event of Default under this  Agreement
shall have occurred and be continuing.

         4.04  Payments  not on a  Business  Day.  In case  any  installment  of
principal  or interest  under the Term Notes shall  become due on a day which is
not a Business  Day, such  principal  and interest  shall be payable on the next
succeeding Business Day.

SECTION 5.  PRECONDITIONS TO LOAN.

         Notwithstanding  any provision  contained herein to the contrary,  Bank
shall have no  obligation  to make the Loans  hereunder  unless  Bank shall have
first received:

         1. this  Agreement and the Notes,  each  executed by a duly  authorized
officer of Borrower;

         2. the duly executed Security Agreements, financing statements and such
other documents as Bank may reasonably require under Section 6;

         3. a copy of  resolutions  of the Board of Directors of Borrower,  duly
adopted,  which  authorize  the  execution,  delivery  and  performance  of this
Agreement,  the  Notes,  the  Security  Agreements  and  the  other  Transaction
Documents, certified by the President and Secretary of Borrower;

         4. a copy of the Certificate or Articles of  Incorporation of Borrower,
including  any  amendments  thereto,  certified by the Secretary of State of the
State of Missouri and of the State of Oklahoma, as applicable;

         5. a copy of the By-Laws of Borrower, including any amendments thereto,
certified by the Secretary of Borrower;

         6. an  incumbency  certificate,  executed by the Secretary of Borrower,
which  shall  identify by name and title and bear the  signatures  of all of the
officers of Borrower executing any of the Transaction Documents;

         7. certificates of corporate good standing of Borrower;

         8. an opinion of counsel of Gallop, Johnson & Neuman, L.C., independent
counsel to Borrower, in form and substance acceptable to Bank;

         9. such other  agreements,  documents,  instruments and certificates as
Bank may reasonably request.

SECTION 6.  SECURITY AGREEMENTS

         In order to secure  the  payment  when due of  Borrower's  Obligations,
Borrower shall convey to Bank a security interest in all of Borrower's  accounts
receivable,  inventory,  chattel paper, general intangibles,  goods,  machinery,
equipment,  fixtures,  monies,  securities,  books, records, and all accessions,
substitutions,  renewals,  improvements,  replacements,  proceeds  and  products
thereof, which security interest shall be a first and prior interest in all such
items. Said security interest shall be evidenced by a General Security Agreement
dated the date  hereof and  executed  by  Borrower  in favor of Bank in the form
attached hereto as Exhibit D (as the same may from time to time be amended,  the
"General Security  Agreement" and by a Security Agreement  (Accounts  Receivable
and  Inventory)  dated  October  30,  2000 (as the same may from time to time be
amended, the "Security Agreement (Accounts Receivable and Inventory)"). Borrower
further  covenants  and  agrees  to  execute  and  deliver  to Bank  any and all
financing  statements,  continuation  statements and such other documentation as
may be requested by Bank in order to create,  perfect and continue said security
interest. Upon demand, Borrower shall pay all legal and filing fees and expenses
incurred by Bank in the preparation of the foregoing documents and perfection of
the  security  interests  and liens  contemplated  thereby.  Bank  shall have no
obligation  to make the Loans  hereunder  unless  and until  Borrower  has fully
satisfied these requirements.

SECTION 7.  REPRESENTATIONS AND WARRANTIES.

         Each Borrower represents and warrants to Bank that:

         7.01 Corporate Existence and Power. Borrower: (a) is duly incorporated,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation;  (b) has all requisite  corporate powers and all governmental and
regulatory licenses, authorizations, consents and approvals required to carry on
its business as now  conducted;  and (c) is duly qualified to do business in all
jurisdictions  in which the nature of the  business  conducted  by it makes such
qualification  necessary  and where  failure to so qualify would have a material
adverse effect on its business, financial condition or operations.

         7.02 Corporate Authorization.  The execution,  delivery and performance
by Borrower of this Agreement,  the Notes, the Security Agreements and the other
Transaction  Documents are within the corporate powers of Borrower and have been
duly authorized by all necessary corporate action.

         7.03 Binding Effect. This Agreement, the Notes, the Security Agreements
and the other  Transaction  Documents  have been duly  executed and delivered by
Borrower and  constitute  the legal,  valid and binding  obligations of Borrower
enforceable  in  accordance  with  their  respective   terms,   except  as  such
enforceability  may be limited by  bankruptcy,  insolvency or other similar laws
affecting creditors' rights in general.

         7.04  Financial  Statements.  Borrower  has  furnished  Bank  with  the
following financial statements, identified by the principal financial officer of
Borrower:  (1)  consolidated  balance  sheets and profit and loss  statements of
Borrower  and  its  Consolidated  Subsidiaries  as of  December  31,  2000,  all
certified  by  Borrower's   independent  certified  public  accountants,   which
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles  consistently  applied;  and (2)  unaudited  consolidated
balance sheets and profit and loss  statements of Borrower and its  Consolidated
Subsidiaries  as of January  31,  2001,  certified  by the  principal  financial
officer of Borrower as being true and correct to the best of his  knowledge  and
as being prepared in accordance with Borrower's  normal  accounting  procedures.
Borrower further represents that: (1) said balance sheets and their accompanying
notes fairly present the condition of Borrower and its Consolidated Subsidiaries
as of the dates  thereof;  (2) there has been no material  adverse change in the
condition  or  operation,  financial  or  otherwise,  of  Borrower or any of its
Consolidated  Subsidiaries  since January 31, 2001; and (3) neither Borrower nor
any of its Consolidated  Subsidiaries  has any direct or contingent  liabilities
which are not disclosed on said financial statements.

         7.05 Litigation.  Except as disclosed in Schedule 7.05 attached hereto,
there is no action or  proceeding  pending  or, to the  knowledge  of  Borrower,
threatened  against or affecting  Borrower or any Subsidiary of Borrower  before
any court,  arbitrator or any governmental,  regulatory or administrative  body,
agency or official  which could  result in any  material  adverse  change in the
condition or operation, financial or otherwise, of Borrower or any Subsidiary of
Borrower, and neither Borrower nor any Subsidiary of Borrower is in default with
respect  to any  order,  writ,  injunction,  decision  or decree  of any  court,
arbitrator or any  governmental,  regulatory or  administrative  body, agency or
official, a default under which would have a material adverse effect on Borrower
or any Subsidiary of Borrower.

         7.06 Pension and Welfare  Plans.  Each Pension Plan  complies  with all
applicable statutes and governmental rules and regulations;  no Reportable Event
has  occurred  and is  continuing  with  respect to any  Pension  Plan;  neither
Borrower nor any ERISA  Affiliate  nor any  Subsidiary of Borrower has withdrawn
from any Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal"
as defined in Sections 4203 or 4205 of ERISA,  respectively;  no steps have been
instituted  by Borrower,  any ERISA  Affiliate or any  Subsidiary of Borrower to
terminate  any Pension  Plan; no condition  exists or event or  transaction  has
occurred in connection with any Pension Plan or  Multiemployer  Plan which could
result in the incurrence by Borrower,  any ERISA  Affiliate or any Subsidiary of
Borrower of any material  liability,  fine or penalty;  and neither Borrower nor
any ERISA Affiliate nor any Subsidiary of Borrower is a  "contributing  sponsor"
as  defined  in  Section  4001(a)(13)  of ERISA of a  "single-employer  plan" as
defined  in  Section  4001(a)(15)  of ERISA  which has two or more  contributing
sponsors at least two of whom are not under common control. Neither Borrower nor
any  Subsidiary  of Borrower has any  contingent  liability  with respect to any
"employee  welfare  benefit  plan",  as such term is defined in Section  3(a) of
ERISA, which covers retired employees and their beneficiaries.

         7.07 Tax Returns and Payment.  Borrower and each Subsidiary of Borrower
has filed all  Federal,  state and local  income tax  returns  and all other tax
returns  which are  required to be filed and has paid all taxes due  pursuant to
such  returns  or  pursuant  to  any  assessment  received  by  Borrower  or any
Subsidiary  of  Borrower,  except for the  filing of such  returns,  if any,  in
respect  of which an  extension  of time for  filing is in effect and except for
such  taxes,  if any,  as are  being  contested  in good  faith  by  appropriate
proceedings  being  diligently  conducted and as to which  adequate  reserves in
accordance with generally accepted accounting  principles  consistently  applied
have been provided. The charges,  accruals and reserves on the books of Borrower
and each  Subsidiary  of Borrower in respect of any taxes or other  governmental
charges are, in the opinion of Borrower, adequate.

         7.08 Subsidiaries. Borrowers currently have no further subsidiaries.

         7.09  Compliance  With  Other  Instruments;  None  Burdensome.  Neither
Borrower nor any  Subsidiary of Borrower is a party to any contract or agreement
or subject to any charter or other corporate  restriction  which  materially and
adversely affects its business, Property or financial condition and which is not
disclosed on Borrower's financial statements  heretofore submitted to Bank; none
of the  execution  and delivery by Borrower of the  Transaction  Documents,  the
consummation of the transactions therein contemplated or the compliance with the
provisions  thereof  will  violate  any  law,  rule,  regulation,  order,  writ,
judgment,  injunction,  decree  or  award  binding  on  Borrower,  or any of the
provisions of Borrower's  Certificate or Articles of Incorporation or By-Laws or
any of the  provisions  of any  indenture,  agreement,  document,  instrument or
undertaking  to  which  Borrower  is a party or  subject,  or by which it or its
Property is bound, or conflict with or constitute a default thereunder or result
in the  creation  or  imposition  of any Lien  pursuant to the terms of any such
indenture,  agreement,  document,  instrument or undertaking. No order, consent,
approval,  license,  authorization  or  validation  of, or filing,  recording or
registration with, or exemption by, any governmental, regulatory, administrative
or  public  body or  authority,  or any  subdivision  thereof,  is  required  to
authorize,  or is  required  in  connection  with,  the  execution,  delivery or
performance of, or the legality,  validity, binding effect or enforceability of,
any of the Transaction Documents.

         7.10 Other Loans and  Guarantees.  Except as disclosed on Schedule 7.10
attached  hereto,  neither Borrower nor any Subsidiary of Borrower is a party to
any loan transaction or Guarantee.

         7.11 Labor  Matters.  Except as  disclosed  on Schedule  7.11  attached
hereto, (a) no labor contract to which Borrower or any Subsidiary of Borrower is
subject is scheduled to expire during the Term of this  Agreement and (b) on the
date of this Agreement, (i) neither Borrower nor any Subsidiary of Borrower is a
party to any labor dispute and (ii) there are no strikes or walkouts relating to
any labor contract to which Borrower or any Subsidiary of Borrower is subject.

         7.12 Title to Property. Borrower and each Subsidiary of Borrower is the
sole and  absolute  owner  of,  or has the legal  right to use and  occupy,  all
Property it claims to own or which is necessary for Borrower or such  Subsidiary
of Borrower to conduct its  business.  Neither  Borrower nor any  Subsidiary  of
Borrower has signed any  financing  statements,  security  agreements or chattel
mortgages  with respect to any of its  Property,  has granted or  permitted  any
Liens with respect to any of its Property or has any knowledge of any Liens with
respect to any of its  Property,  except as disclosed on Schedule  7.12 attached
hereto.

         7.13  Regulation U. Borrower is not engaged  principally,  or as one of
its important activities, in the business of extending credit for the purpose of
purchasing  or carrying  margin stock (within the meaning of Regulation U of The
Board of Governors of the Federal Reserve System, as amended) and no part of the
proceeds of any Loan will be used,  whether directly or indirectly,  and whether
immediately, incidentally or ultimately (i) to purchase or carry margin stock or
to extend  credit to others for the purpose of  purchasing  or  carrying  margin
stock, or to refund or repay indebtedness  originally  incurred for such purpose
or (ii) for any purpose which  entails a violation of, or which is  inconsistent
with, the provisions of any of the  Regulations of The Board of Governors of the
Federal Reserve System, including, without limitation,  Regulations G, U, T or X
thereof,  as amended.  If requested by Bank,  Borrower  shall  furnish to Bank a
statement  in  conformity  with the  requirements  of Federal  Reserve  Form U-1
referred to in Regulation U.

         7.14  Multi-Employer  Pension Plan Amendments Act of 1980. Borrower and
each  Subsidiary of Borrower is in compliance  with the  Multi-Employer  Pension
Plan  Amendments  Act of 1980,  as amended  ("MEPP"),  and has no liability  for
pension contributions pursuant to MEPP.

         7.15 Investment Company Act of 1940; Public Utility Holding Company Act
of 1935. Borrower is not an "investment company" as that term is defined in, and
is not otherwise  subject to regulation  under,  the  Investment  Company Act of
1940,  as amended.  Borrower is not a "holding  company" as that term is defined
in, and is not otherwise subject to regulation under, the Public Utility Holding
Company Act of 1935, as amended.

         7.16 Patents, Licenses,  Trademarks,  Etc. Borrower and each Subsidiary
of Borrower possesses all necessary  patents,  licenses,  trademarks,  trademark
rights,  trade names,  trade name rights and  copyrights to conduct its business
without conflict with any patent, license, trademark, trade name or copyright of
any other Person.

         7.17  Environmental and Health and Safety Matters.  Except as disclosed
on Schedule  7.17  attached  hereto or in reports  listed on  Schedule  7.17 and
delivered  to Bank:  (i) the  operations  of  Borrower  and each  Subsidiary  of
Borrower  comply  with  (A)  all  applicable  Environmental  Laws  and  (B)  all
applicable  Occupational  Safety and Health Laws; (ii) none of the operations of
Borrower  or  any   Subsidiary   of  Borrower  are  subject  to  any   judicial,
governmental,  regulatory or administrative proceeding alleging the violation of
any Environmental  Law or Occupational  Safety and Health Law; (iii) none of the
operations  of  Borrower  or any  Subsidiary  of  Borrower is the subject of any
Federal or state investigation  evaluating whether any remedial action is needed
to respond to (A) any spillage,  disposal or release into the environment of any
Hazardous Material or any other hazardous,  toxic or dangerous waste,  substance
or constituent or other substance, or (B) any unsafe or unhealthful condition at
any premises of Borrower or such Subsidiary of Borrower;  (iv) neither  Borrower
nor any Subsidiary of Borrower has filed any notice under any  Environmental Law
or  Occupational  Safety and Health Law  indicating or reporting (A) any past or
present  spillage,  disposal or release into the  environment  of, or treatment,
storage or disposal of, any Hazardous Material or any other hazardous,  toxic or
dangerous  waste,  substance or constituent or other substance or (B) any unsafe
or  unhealthful  condition  at any  premises of Borrower or such  Subsidiary  of
Borrower;  and (v) neither Borrower nor any Subsidiary of Borrower has any known
contingent  liability in connection  with (A) any spillage,  disposal or release
into the environment of, or otherwise with respect to, any Hazardous Material or
any other hazardous, toxic or dangerous waste, substance or constituent or other
substance or (B) any unsafe or unhealthful condition at any premises of Borrower
or such Subsidiary of Borrower.

SECTION 8.  COVENANTS.

         8.01 Affirmative  Covenants of Borrower.  Borrower covenants and agrees
that, so long as Bank has any  obligation  to make any Loan  hereunder or any of
Borrower's Obligations remain unpaid:

         (a) Information. Borrower will deliver to Bank:

          (i)  As soon as available  and in any event within one hundred  twenty
               (120)  days  after  the end of  each  fiscal  year  of  Borrower,
               consolidated  balance  sheets of  Borrower  and its  Consolidated
               Subsidiaries  as of the end of such  fiscal  year and the related
               consolidated  statements  of income,  retained  earnings and cash
               flow  for such  fiscal  year,  setting  forth  in each  case,  in
               comparative  form, the figures for the previous  fiscal year, all
               such  financial  statements  to be  prepared in  accordance  with
               generally accepted accounting principles consistently applied and
               reported  on by and  accompanied  by the  unqualified  opinion of
               independent certified public accountants of nationally recognized
               standing  selected by Borrower and reasonably  acceptable to Bank
               together with (i) if requested by Bank, a  certificate  from such
               accountants  to  the  effect  that,  in  making  the  examination
               necessary  for the  signing of such  annual  audit  report,  such
               accountants  have not  become  aware of any  Default  or Event of
               Default  that  has  occurred  and  is  continuing,  or,  if  such
               accountants  have become aware of any such event,  describing  it
               and the  steps,  if any,  being  taken  to cure it and  (ii)  the
               computations of such accountants evidencing Borrower's compliance
               with the financial covenants contained in this Agreement;

          (ii) As soon as available and in any event within forty-five (45) days
               after  the  end of each  month,  consolidated  and  consolidating
               balance sheets of Borrower and its  Consolidated  Subsidiaries as
               of the  end of  such  month  and  the  related  consolidated  and
               consolidating  statements of income,  retained  earnings and cash
               flow for such month and for the portion of Borrower's fiscal year
               ended at the end of such  month,  setting  forth in each  case in
               comparative form, the figures for the corresponding month and the
               corresponding  portion of Borrower's  previous  fiscal year,  all
               certified (subject to normal year-end adjustments) as to fairness
               of presentation,  generally  accepted  accounting  principles and
               consistency by the principal financial officer of Borrower;

          (iii)Simultaneously  with  the  delivery  of  each  set  of  financial
               statements   referred  to  in  clauses  (i)  and  (ii)  above,  a
               certificate of the principal  financial  officer of Borrower,  in
               the form attached hereto as Exhibit F and incorporated  herein by
               reference,  accompanied by supporting financial work sheets where
               appropriate;

          (iv) Promptly upon receipt thereof,  any reports submitted to Borrower
               or any  Consolidated  Subsidiary of Borrower  (other than reports
               previously  delivered  pursuant to Sections  8.01(a)(i)  and (ii)
               above) by independent  accountants in connection with any annual,
               interim or special audit made by them of the books of Borrower or
               any Consolidated Subsidiary of Borrower; and

          (v)  With reasonable  promptness,  such further information  regarding
               the business,  affairs and financial  position of Borrower or any
               Subsidiary  of Borrower as Bank may from time to time  reasonably
               request.

         Bank is hereby authorized to deliver a copy of any financial  statement
or other  information  made  available by Borrower to any  regulatory  authority
having jurisdiction over Bank, pursuant to any request therefor.

         (b) Payment of  Indebtedness.  Borrower and each Subsidiary of Borrower
will (i) pay any and all Indebtedness  payable or Guaranteed by Borrower or such
Subsidiary of Borrower, as the case may be, and any interest or premium thereon,
when due  (whether by scheduled  maturity,  required  prepayment,  acceleration,
demand or otherwise) or prior to the expiration of any applicable  cure periods,
in accordance with the agreement or instrument  relating to such Indebtedness or
Guarantee and (ii)  faithfully  perform,  observe and  discharge all  covenants,
conditions and obligations which are imposed upon Borrower or such Subsidiary of
Borrower, as the case may be, by any and all agreements,  documents, instruments
and indentures  evidencing,  securing or otherwise relating to such Indebtedness
or Guarantee.

         (c) Consultations and Inspections. Borrower will permit, and will cause
each Subsidiary of Borrower to permit, Bank (and any Person appointed by Bank to
whom Borrower does not reasonably  object) to discuss the affairs,  finances and
accounts of  Borrower  and each  Subsidiary  of  Borrower  with the  officers of
Borrower and each Subsidiary of Borrower,  all at such  reasonable  times and as
often as Bank may reasonably request.  Borrower will also permit, and will cause
each Subsidiary of Borrower to permit,  inspection of its Properties,  books and
records by Bank during normal business hours or at other reasonable times.

         (d) Payment of Taxes;  Corporate Existence;  Maintenance of Properties;
Insurance. Borrower and each Subsidiary of Borrower will:

          (i)  Duly file all Federal, state and local income tax returns and all
               other tax returns and reports of Borrower and each  Subsidiary of
               Borrower  which  are  required  to be  filed  and  duly  pay  and
               discharge promptly all taxes,  assessments and other governmental
               charges  imposed  upon  it or  any  of  its  Property;  provided,
               however,  that neither  Borrower nor any  Subsidiary  of Borrower
               shall  be  required  to pay any  such  tax,  assessment  or other
               governmental  charge the payment of which is being  contested  in
               good faith and by appropriate  proceedings  diligently  conducted
               and for which adequate  reserves in form and amount  satisfactory
               to Bank  have  been  provided,  except  that  Borrower  and  each
               Subsidiary  of  Borrower  shall  pay or cause to be paid all such
               taxes,  assessments and governmental  charges  forthwith upon the
               commencement  of  proceedings  to  foreclose  any  Lien  which is
               attached as security therefor,  unless such foreclosure is stayed
               by the filing of an appropriate bond;

          (ii) Do all things  necessary  to preserve  and keep in full force and
               effect its  corporate  existence,  rights and franchise and to be
               duly  qualified  to do  business in all  jurisdictions  where the
               nature of its business requires such qualification;

          (iii)Maintain  and keep  its  Properties  as a whole  in good  repair,
               working order and condition;  provided,  however, that nothing in
               this  subsection  (iii)  shall  prevent  any  abandonment  of any
               Property which is not  disadvantageous in any material respect to
               Bank and which, in the opinion of the management of Borrower,  is
               in the best interests of Borrower or such Subsidiary of Borrower,
               as the case may be; and

          (iv) Insure with financially sound and reputable  insurers  acceptable
               to Bank, all Property of Borrower and each Subsidiary of Borrower
               of the character  usually insured by corporations  engaged in the
               same or similar businesses  similarly  situated,  against loss or
               damage  of  the  kind   customarily   insured   against  by  such
               corporations,  unless  higher  limits or coverage are  reasonably
               required  in  writing  by  Bank,  and  carry  adequate  liability
               insurance  and  other  insurance  of a  kind  and  in  an  amount
               generally carried by corporations  engaged in the same or similar
               businesses  similarly situated,  unless higher limits or coverage
               are  reasonably  required in writing by Bank.  All such insurance
               may be subject to reasonable  deductible  amounts.  Promptly upon
               Bank's  request  therefor,   Borrower  shall  provide  Bank  with
               evidence that  Borrower  maintains,  and that each  Subsidiary of
               Borrower  maintains,  the insurance  required  under this Section
               8.01(d)(iv),   and  evidence  of  the  payment  of  all  premiums
               therefor.

         (e) Accountant. Borrower shall give Bank prompt notice of any change of
Borrower's  independent  certified  public  accountants  and a statement  of the
reasons  for such  change.  Borrower  shall  at all  times  utilize  independent
certified public accountants reasonably acceptable to Bank.

         (f) ERISA  Compliance.  If Borrower or any Subsidiary of Borrower shall
have any Pension Plan,  Borrower and such Subsidiary or Subsidiaries of Borrower
shall  comply with all  requirements  of ERISA  relating  to such plan.  Without
limiting the generality of the foregoing, neither Borrower nor any Subsidiary of
Borrower will:

          (i)  permit  any  Pension  Plan  maintained  by it to  engage  in  any
               nonexempt  "prohibited  transaction,"  as such term is defined in
               Section 4975 of the Internal Revenue Code of 1986, as amended;

          (ii) permit  any  Pension   Plan   maintained   by  it  to  incur  any
               "accumulated  funding  deficiency",  as such term is  defined  in
               Section 302 of ERISA, 29 U.S.C.ss. 1082, whether or not waived;

          (iii)terminate  any such  Pension  Plan in a manner which could result
               in the  imposition  of a Lien on any  Property of Borrower or any
               Subsidiary  of  Borrower  pursuant to Section  4068 of ERISA,  29
               U.S.C.ss.1368; or

          (iv) take any action  which  would  constitute  a complete  or partial
               withdrawal  from a  Multiemployer  Plan  within  the  meaning  of
               Sections 4203 and 4205 of Title IV of ERISA.

         Notwithstanding  any provision contained in this Section 8.01(f) to the
contrary,  an act by Borrower or any  Subsidiary of Borrower shall not be deemed
to constitute a violation of  subparagraphs  (i) through (iv) hereof unless Bank
determines in good faith that said action,  individually  or  cumulatively  with
other acts of Borrower and the Subsidiaries of Borrower,  does have or is likely
to cause a significant  adverse financial effect upon Borrower or any Subsidiary
of Borrower.

         Borrower shall have the affirmative  obligation  hereunder to report to
Bank any of those acts  identified  in  subparagraphs  (i) through  (iv) hereof,
regardless of whether said act does or is likely to cause a significant  adverse
financial  effect upon Borrower or any  Subsidiary  of Borrower,  and failure by
Borrower to report  such act  promptly  upon  Borrower's  becoming  aware of the
existence thereof shall constitute an Event of Default hereunder.

         (g)  Maintenance of Books and Records.  Borrower and each Subsidiary of
Borrower  will  maintain  its books and  records in  accordance  with  generally
accepted accounting  principles  consistently applied and in which true, correct
and complete entries will be made of all of its dealings and transactions.

         (h)  Further  Assurances.  Borrower  will  execute  any and all further
agreements,  documents  and  instruments,  and take any and all further  actions
which may be required under  applicable law, or which Bank may from time to time
reasonably request, in order to effectuate the transactions contemplated by this
Agreement,   the  Note,  the  Security  Agreements  and  the  other  Transaction
Documents.

         (i) Financial Covenants. Borrower will:

          (i)  Maintain  a   Consolidated   Tangible   Net  Worth  of  at  least
               $39,000,000.00  as of each fiscal quarter end of Borrower,  which
               minimum Consolidated  Tangible Net Worth shall increase as of the
               end of each fiscal year of Borrower,  commencing  with the fiscal
               year ending December 31, 2001, by an amount equal to Seventy-Five
               (75%)  of  the   after-tax   net  income   shown  on   Borrower's
               consolidated  financial  statements  for such fiscal  year,  such
               required increases to be cumulative for each fiscal year;


          (ii) Have a Senior Funded Debt to Consolidated EBITDA ratio of (A) not
               more  than  3.5 to 1.0 as of the end of each  fiscal  quarter  of
               Borrower for the twelve month period then ended,  commencing with
               the fiscal  quarter ending on June 30, 2001, and (B) not more 3.0
               to 1.0 as of the end of each fiscal  quarter of Borrower  for the
               twelve  month  period  then  ended,  commencing  with the  fiscal
               quarter  ending on September 30, 2001 and for each fiscal quarter
               of Borrower ending thereafter;

          (iii)Have a minimum  Consolidated  Debt Service  Coverage  Ratio of at
               least  1.25  to 1.0  as of the  end of  each  fiscal  quarter  of
               Borrower for the twelve (12) month period then ended,  commencing
               with the fiscal quarter ending on June 30, 2001;

          (iv) Deliver a  certificate  of the  principal  financial  officer  of
               Borrower  containing  the  financial   calculations  required  in
               clauses  (i) and (ii)  above  simultaneously  with the  financial
               statements referred to in Sections 8.01(a)(i) and (ii).

         (j) Compliance with Law.  Borrower will, and will cause each Subsidiary
of  Borrower  to,  comply  in all  material  respects  with  any and  all  laws,
ordinances and  governmental and regulatory rules and regulations to which it is
subject  and  obtain  any  and  all  licenses,  permits,  franchises  and  other
governmental  and  regulatory  authorizations  necessary to the ownership of its
Properties  or to the conduct of its  business,  which  violation  or failure to
obtain might materially  adversely affect the condition or operation,  financial
or otherwise, of Borrower or any Subsidiary of Borrower.

         (k)  Notices.  Borrower  will  notify  Bank  in  writing  of any of the
following  promptly,  but in no event more than five (5) days after an executive
officer of Borrower learns of the occurrence  thereof,  describing the same and,
if  applicable,  the steps being taken by the  Person(s)  affected  with respect
thereto:

          (i)  Default.  The occurrence of any Default or Event of Default under
               this  Agreement  or any default or event of default by  Borrower,
               any other Obligor or any  Subsidiary of Borrower  under any note,
               indenture,  loan  agreement,  mortgage,  deed of trust,  security
               agreement,   lease  or  other  similar  agreement,   document  or
               instrument to which Borrower, any other Obligor or any Subsidiary
               of  Borrower,  as the case  may be,  is a party or by which it is
               bound or to which it is subject;

          (ii) Litigation.  The  institution  of  any  litigation,   arbitration
               proceeding or  governmental  or regulatory  proceeding  affecting
               Borrower,  any other  Obligor,  any  Subsidiary of Borrower,  any
               Collateral  or  any  Third  Party  Collateral,   whether  or  not
               considered to be covered by insurance;

          (iii)Judgment.  The entry of any judgment or decree against  Borrower,
               any other Obligor or any Subsidiary of Borrower;

          (iv) Pension Plans.  The occurrence of a Reportable Event with respect
               to any  Pension  Plan;  the  filing  of a  notice  of  intent  to
               terminate a Pension Plan by Borrower,  any ERISA Affiliate or any
               Subsidiary  of  Borrower;   the  institution  of  proceedings  to
               terminate  a Pension  Plan by the PBGC or any other  Person;  the
               withdrawal in a "complete  withdrawal" or a "partial  withdrawal"
               as defined in Sections 4203 and 4205,  respectively,  of ERISA by
               Borrower,  any ERISA Affiliate or any Subsidiary of Borrower from
               any  Multiemployer  Plan;  or  the  incurrence  of  any  material
               increase  in  the   contingent   liability  of  Borrower  or  any
               Subsidiary  of Borrower  with  respect to any  "employee  welfare
               benefit  plan" as defined in Section  3(1) of ERISA which  covers
               retired employees and their beneficiaries;

          (v)  Change of Name.  Any  change in the name of  Borrower,  any other
               Obligor or any Subsidiary of Borrower;

          (vi) Change in Place(s) of Business. Any proposed opening,  closing or
               other  change  of  any  place  of  business  of  Borrower  or any
               Subsidiary of Borrower;

          (vii)Environmental Matters.  Receipt of any notice that the operations
               of Borrower,  any other Obligor or any Subsidiary of Borrower are
               not in  full  compliance  with  any of  the  requirements  of any
               applicable  Environmental  Law or Occupational  Safety and Health
               Law;  receipt of notice that  Borrower,  any other Obligor or any
               Subsidiary of Borrower is subject to any Federal,  state or local
               investigation evaluating whether any remedial action is needed to
               respond to the release of any  Hazardous  Materials  or any other
               hazardous  or toxic  waste,  substance  or  constituent  or other
               substance into the environment;  or receipt of notice that any of
               the  Properties  or assets of Borrower,  any other Obligor or any
               Subsidiary  of Borrower are subject to an  "Environmental  Lien."
               For purposes of this Section  8.01(k)(vii),  "Environmental Lien"
               shall  mean a Lien in favor  of any  governmental  or  regulatory
               agency, entity, authority or official for (1) any liability under
               Environmental  Laws or (2) damages arising from or costs incurred
               by any such governmental or regulatory agency, entity,  authority
               or official in response to a release of any  Hazardous  Materials
               or any other  hazardous or toxic waste,  substance or constituent
               or other substance into the environment;

          (viii) Material Adverse Change. The occurrence of any material adverse
               change in the business,  operations  or  condition,  financial or
               otherwise,  of Borrower,  any other Obligor or any  Subsidiary of
               Borrower;

          (ix) Change in Management or Line(s) of Business.  Any material change
               in  the  senior  management  of  Borrower  or any  Subsidiary  of
               Borrower  or  any  change  in  Borrower's  or any  Subsidiary  of
               Borrower's line(s) of business; and

          (x)  Other Notices.  Any notices  required to be provided  pursuant to
               other  provisions of this  Agreement and notice of the occurrence
               of such  other  events as Bank may from  time to time  reasonably
               specify.

         8.02  Negative  Covenants of Borrower.  Borrower  covenants  and agrees
that, so long as Bank has any  obligation  to make any Loan  hereunder or any of
Borrower's  Obligations remain unpaid,  unless the prior written consent of Bank
is obtained:

         (a) Limitation on Indebtedness.  Neither Borrower nor any Subsidiary of
Borrower  will incur or be obligated  on any  Indebtedness,  either  directly or
indirectly, by way of Guarantee, suretyship or otherwise, other than:

          (i)  Indebtedness evidenced by the Notes;

          (ii) Indebtedness  in a principal  amount not to exceed  $1,000,000.00
               outstanding at any given time which is  subordinated  in a manner
               acceptable  to  Bank,  in its sole and  absolute  discretion,  to
               Borrower's Obligations;

          (iii)Indebtedness  other than to Bank incurred to finance the purchase
               of capital assets  provided that (A) the principal  amount of the
               indebtedness  incurred  in each  instance  does  not  exceed  the
               purchase  price  of the  asset(s)  being  acquired;  and  (B) the
               principal amount of such  indebtedness  incurred shall not exceed
               $1,500,000.00 for the fiscal year of Borrower ending December 31,
               2001 and for each fiscal year of Borrower thereafter;

          (iv) Indebtedness reflected on the most recent financial statements of
               Borrower furnished to Bank;

          (v)  Unsecured trade accounts  payable incurred in the ordinary course
               of business; and

          (vi) Indebtedness  representing  loans against life insurance policies
               of  Borrower  or any  Subsidiary  of Borrower in an amount not to
               exceed the aggregate cash surrender  value of such life insurance
               policies.

         (b) Limitations on Liens.  Borrower will not create,  incur,  assume or
suffer to exist,  and will not cause or permit any  Subsidiary  of  Borrower  to
create,  incur,  assume or suffer  to  exist,  any Lien on any of its  Property,
assets or revenues other than:

          (i)  Liens presently in existence which are described on Schedule 7.12
               attached hereto;

          (ii) Purchase money liens or security  interests covering the property
               acquired  with  the  proceeds  of  Indebtedness  permitted  to be
               incurred under Section 8.02(a)(iv) above;

          (iii)Pledges or deposits  in  connection  with or to secure  workmen's
               compensation,  unemployment insurance,  pension or other employee
               benefits;

          (iv) Any Lien  renewing,  extending  or refunding  any Lien  permitted
               hereunder,  provided  that the principal  amount of  Indebtedness
               secured  by  such  Lien is not  increased  and  such  Lien is not
               extended to cover any other Property or assets of Borrower or any
               Subsidiary of Borrower; and

          (v)  Subject to Section  8.01(d)(i),  Liens for taxes,  assessments or
               governmental  charges or levies on  Property  of  Borrower or any
               Subsidiary  of Borrower if the same are being  contested  in good
               faith and by appropriate proceedings diligently conducted and for
               which adequate  reserves in form and amount  satisfactory to Bank
               are provided.

         (c) Sale of Property.  Neither  Borrower nor any Subsidiary of Borrower
will sell,  lease,  transfer or  otherwise  dispose of any Property or assets of
Borrower  or such  Subsidiary  of  Borrower,  as the case may be,  except in the
ordinary  course of business;  provided,  however,  that the foregoing shall not
preclude  Borrower  or  any  Subsidiary  of  Borrower  from  selling,   leasing,
transferring  or  otherwise  disposing  of less  than  substantially  all of its
Property or assets so long as (i) the aggregate  book value of all such Property
or assets sold, leased, transferred or otherwise disposed of in any given fiscal
year does not exceed $500,000.00;  and (ii) the purchase price for said Property
or assets shall be equal to or greater than the  depreciated  book value of said
Property or assets.

         (d) Mergers and Consolidations.  Neither Borrower nor any Subsidiary of
Borrower will merge or  consolidate  with any other Person or sell,  transfer or
convey all or a substantial part of its Property or assets to any Person, except
that Subsidiaries of Borrower may merge with each other or into Borrower.

         (e) Acquisitions.  Neither Borrower nor any Subsidiary of Borrower will
acquire all or substantially all of the stock or assets of any Person.

         (f) Fiscal Year.  Neither  Borrower nor any Subsidiary of Borrower will
change their respective fiscal years.

         (g) Stock  Redemptions  and  Distributions.  Borrower  will not make or
declare  or incur any  liability  to make any  Distribution  in  respect  of the
capital stock of Borrower.

         (h)  Transactions  with  Related  Parties.  Neither  Borrower  nor  any
Subsidiary  of Borrower  will,  directly or  indirectly,  engage in any material
transaction,  in the ordinary course of business or otherwise,  with any Related
Party unless such transaction is upon fair market terms, is not  disadvantageous
in any  material  respect to Bank and has been  approved  by a  majority  of the
disinterested  directors of Borrower or such Subsidiary of Borrower, as the case
may be (or, if none of such  directors are  disinterested,  by a majority of the
directors),  as being in the best  interests of Borrower or such  Subsidiary  of
Borrower,  as the case may be. In addition,  neither Borrower nor any Subsidiary
of Borrower  shall (i) transfer  any Property or assets to any Related  Party or
(ii) purchase or sign any agreement to purchase any stock or other securities of
any Related Party (whether debt,  equity or otherwise),  underwrite or Guarantee
the same, or otherwise become obligated with respect thereto.

         (i)  Capital  Expenditures.  Neither  Borrower  nor any  Subsidiary  of
Borrower will make any Capital Expenditures or enter into any Capitalized Leases
which in the aggregate (for Borrower and all  Subsidiaries  of Borrower)  exceed
the amount indicated during each of the following periods:

               $2,750,000.00           April 2, 2001 to December 31, 2001
               $3,000,000.00           January 1, 2002 to December 31, 2002
               $3,250,000.00           January 1, 2003 to September 15, 2004

         (j) Loans and  Investments.  Neither  Borrower  nor any  Subsidiary  of
Borrower  will make any loans or advances or extensions of credit to (other than
extensions of credit in the ordinary  course of business),  purchase any stocks,
bonds, notes, debentures or other securities of, make any expenditures on behalf
of, or in any manner assume liability (direct,  contingent or otherwise) for the
Indebtedness  of any  Person,  except  that  Borrower  and the  Subsidiaries  of
Borrower may:

          (i)  Make or permit to remain  outstanding  loans or  advances  to any
               Subsidiary of Borrower;

          (ii) Acquire  and own stock,  obligations  or  securities  received in
               settlement of debts (created in the ordinary  course of business)
               owing to Borrower or any Subsidiary of Borrower;

          (iii)Own,   purchase  or  acquire  (A)  prime   commercial  paper  and
               certificates of deposit in United States commercial banks (having
               capital resources in excess of $100,000,000.00), in each case due
               within one (1) year from the date of purchase  and payable in the
               United States in United States  dollars,  (B)  obligations of the
               United States  government or any agency thereof,  (C) obligations
               guaranteed  directly  by  the  United  States  government  or (D)
               repurchase  agreements of United States  commercial banks (having
               capital resources in excess of $100,000,000.00) for terms of less
               than one (1) year; and

          (iv) Make or permit  to  remain  outstanding  travel  and  other  like
               advances to officers and employees of Borrower or any  Subsidiary
               of Borrower in the ordinary course of business; and

          (v)  Redeem  or  repurchase  outstanding  capital  stock  of  Borrower
               provided that (A) the aggregate  amounts expended with respect to
               such transactions in any given year shall not exceed  $200,000.00
               or (B) Borrower has obtained Bank's prior written consent,  which
               such consent shall not be unreasonably withheld.

         (k) Dissolution or Liquidation.  Neither Borrower nor any Subsidiary of
Borrower will seek or permit the dissolution or liquidation of Borrower in whole
or in part.

         (l) Leases.  Neither Borrower nor any Subsidiary of Borrower will enter
into or  permit  any new  agreements  to rent or lease (as  lessee)  any real or
personal  property for initial terms  (including  options to renew or extend any
term, whether or not exercised) of more than one (1) year which in the aggregate
(for Borrower and all  Subsidiaries of Borrower)  provide for payments in excess
of $375,000 during any consecutive twelve-month (12-month) period.

         (m) Change in Nature or Ownership of Business. Neither Borrower nor any
Subsidiary of Borrower will make or permit any material  change in the nature or
ownership of its business.  A material  change in ownership shall mean a sale of
more than Forty-Three Percent (43%) of the equity of a Borrower.

         (n) Pension  Plans.  Neither  Borrower nor any  Subsidiary  of Borrower
shall (a) permit any  condition  to exist in  connection  with any Pension  Plan
which might  constitute  grounds for the PBGC to institute  proceedings  to have
such Pension Plan  terminated or a trustee  appointed to administer such Pension
Plan or (b) engage in, or permit to exist or occur, any other  condition,  event
or  transaction  with  respect to any  Pension  Plan which  could  result in the
incurrence by Borrower or any Subsidiary of Borrower of any material  liability,
fine or penalty.  Neither  Borrower nor any  Subsidiary of Borrower shall become
obligated to contribute to any Pension Plan or Multiemployer Plan other than any
such plan or plans in existence on the date hereof.

         8.03 Use of  Proceeds.  Borrower  agrees  that (i) the  proceeds of the
Loans  will  be  used  solely  for  the  acquisition  of the  assets  of  Tempco
Engineering,  Inc.,  a  California  corporation  and  Hyco  Precision,  Inc.,  a
California  corporation,  and for  general  working  capital;  (ii) none of such
proceeds  will be used in violation of any  applicable  law or  regulation;  and
(iii)  Borrower  will  not  engage  principally,  or as  one  of  its  important
activities, in the business of extending credit for the purpose of purchasing or
carrying  "margin  stock"  within the  meaning of  Regulation  U of The Board of
Governors of the Federal Reserve System, as amended.

SECTION 9.  EVENTS OF DEFAULT.

         If any of the following (each of the following  herein sometimes called
an "Event of Default") shall occur and be continuing:

         9.01 Borrower  shall fail to pay any of Borrower's  Obligations  as and
when the same  shall  become  due and  payable,  whether  by reason  of  demand,
acceleration or otherwise, and such failure remains unremedied for ten (10) days
after written notice thereof shall have been given to Borrower by Bank.

         9.02 Any representation or warranty of Borrower made in this Agreement,
in any  other  Transaction  Document  to  which  Borrower  is a party  or in any
certificate,  agreement,  instrument or statement furnished or made or delivered
pursuant hereto or thereto or in connection  herewith or therewith,  shall prove
to have been untrue or incorrect in any material respect when made or effected;

         9.03  Borrower  shall fail to perform or observe any term,  covenant or
provision contained in Section 8.01(i), Section 8.02 or Section 8.03;

         9.04 Borrower shall fail to perform or observe any other term, covenant
or provision contained in this Agreement and any such failure remains unremedied
for ten (10) days after written notice thereof shall have been given to Borrower
by Bank;

         9.05 This Agreement or any of the other Transaction  Documents shall at
any time  for any  reason  cease  to be in full  force  and  effect  or shall be
declared  to be null and void by a court of  competent  jurisdiction,  or if the
validity or enforceability  thereof shall be contested or denied by Borrower, or
if the  transactions  completed  hereunder or  thereunder  shall be contested by
Borrower  or if  Borrower  shall  deny that it has any or further  liability  or
obligation hereunder or thereunder;

         9.06  Borrower,  any  Subsidiary of Borrower or any other Obligor shall
(i)  voluntarily  commence any  proceeding or file any petition  seeking  relief
under Title 11 of the United States Code or any other Federal,  state or foreign
bankruptcy, insolvency,  receivership,  liquidation or similar law, (ii) consent
to the institution of, or fail to contravene in a timely and appropriate manner,
any such  proceeding  or the  filing of any such  petition,  (iii)  apply for or
consent to the appointment of a receiver,  trustee,  custodian,  sequestrator or
similar official of itself,  himself or herself or of a substantial part of its,
his or her  Property  or  assets,  (iv) file an answer  admitting  the  material
allegations of a petition filed against  itself,  himself or herself in any such
proceeding,  (v) make a general  assignment  for the benefit of creditors,  (vi)
become  unable,  admit in writing its, his or her inability or fail generally to
pay its,  his or her debts as they  become  due or (vii) take any  corporate  or
other action for the purpose of effecting any of the foregoing;

         9.07 An  involuntary  proceeding  shall be commenced or an  involuntary
petition shall be filed in a court of competent  jurisdiction seeking (i) relief
in respect of Borrower, any Subsidiary of Borrower or any other Obligor, or of a
substantial  part of the  Property  or assets of  Borrower,  any  Subsidiary  of
Borrower or any other  Obligor,  under Title 11 of the United States Code or any
other  Federal,   state  or  foreign   bankruptcy,   insolvency,   receivership,
liquidation  or  similar  law,  (ii) the  appointment  of a  receiver,  trustee,
custodian,  sequestrator  or similar  official of Borrower,  any  Subsidiary  of
Borrower or any other Obligor or of a substantial part of the Property or assets
of  Borrower,  any  Subsidiary  of  Borrower  or any other  Obligor or (iii) the
winding-up or liquidation  of Borrower,  any Subsidiary of Borrower or any other
Obligor,  and  such  proceeding  or  petition  shall  continue  undismissed  for
forty-five (45) consecutive days or an order or decree approving or ordering any
of the  foregoing  shall  continue  unstayed and in effect for  forty-five  (45)
consecutive days;

         9.08 An "Event of Default"  (as defined  therein)  shall occur under or
within the meaning of the Security Agreements;

         9.09 Borrower,  any Subsidiary of Borrower,  or any other Obligor shall
be  declared  by Bank to be in default  on, or pursuant to the terms of, (1) any
other present or future obligation to Bank, including,  without limitation,  any
other  loan,  line of credit,  revolving  credit,  guaranty  or letter of credit
reimbursement   obligation,  or  (2)  any  other  present  or  future  agreement
purporting  to convey to Bank a Lien upon any  Property  or assets of  Borrower,
such Subsidiary of Borrower or such other Obligor, as the case may be;

         9.10  Borrower,  any  Subsidiary of Borrower or any other Obligor shall
fail (and such  failure  shall not have been  cured or  waived)  to  perform  or
observe any term,  provision or condition  of, or any other  default or event of
default shall occur under,  any  agreement,  document or instrument  evidencing,
securing or otherwise relating to any outstanding Indebtedness of Borrower, such
Subsidiary of Borrower or such other  Obligor,  as the case may be, for borrowed
money  (other than  Borrower's  Obligations),  if the effect of such  failure or
default (after taking into account all  applicable  cure periods and waivers) is
to cause or permit  such  Indebtedness  to be  declared to be due and payable or
otherwise  accelerated,  or to  be  required  to be  prepaid  (other  than  by a
regularly scheduled required prepayment) prior to the stated maturity thereof;

         9.11  Borrower,  any  Subsidiary of Borrower or any other Obligor shall
have a judgment  in excess of  $50,000.00  entered  against  it, him or her by a
court  having  jurisdiction  in the  premises  and such  judgment  shall  not be
appealed in good faith or satisfied by Borrower,  such Subsidiary of Borrower or
such other Obligor,  as the case may be, within thirty (30) days after the entry
of such judgment;

         9.12 The  occurrence of a Reportable  Event with respect to any Pension
Plan;  the filing of a notice of intent to terminate a Pension Plan by Borrower,
any  ERISA  Affiliate  or  any  Subsidiary  of  Borrower;   the  institution  of
proceedings  to  terminate a Pension Plan by the PBGC or any other  Person;  the
withdrawal in a "complete  withdrawal"  or a "partial  withdrawal" as defined in
Sections 4203 and 4205, respectively,  of ERISA by Borrower, any ERISA Affiliate
or any Subsidiary of Borrower from any Multiemployer  Plan; or the incurrence of
any material increase in the contingent  liability of Borrower or any Subsidiary
of Borrower  with respect to any "employee  welfare  benefit plan" as defined in
Section 3(1) of ERISA which covers retired employees and their beneficiaries; or

         9.13 The institution by Borrower, any ERISA Affiliate or any Subsidiary
of Borrower of steps to terminate  any Pension  Plan if, in order to  effectuate
such termination, Borrower, such ERISA Affiliate or such Subsidiary of Borrower,
as the case may be,  would be required to make a  contribution  to such  Pension
Plan,  or would incur a liability or  obligation to such Pension Plan, in excess
of $50,000.00;  or the institution by the PBGC of steps to terminate any Pension
Plan;

         THEN, and in each such event (other than an event described in Sections
9.06 or 9.07),  Bank may declare  that its  obligation  to lend funds under this
Agreement has terminated, whereupon such obligation of Bank shall be immediately
and forthwith  terminated  and Bank may further  declare the entire  outstanding
principal  balance of and all  accrued and unpaid  interest on the Notes  issued
under this Agreement and all other amounts  payable by Borrower  hereunder to be
forthwith  due and  payable,  whereupon  all of the  unpaid  principal  balance,
accrued  and unpaid  interest  and all such other  amounts  shall  become and be
immediately due and payable,  without  presentment,  demand,  protest or further
notice of any kind, all of which are hereby  expressly  waived by Borrower,  and
Bank may exercise any and all other rights and remedies  which it may have under
any of the  other  Transaction  Documents  or under  applicable  law;  provided,
however,  that upon the  occurrence  of any event  described in Sections 9.06 or
9.07, Bank's  obligation to lend funds under this Agreement shall  automatically
terminate and the entire  outstanding  principal  balance of and all accrued and
unpaid  interest on the Notes issued under this  Agreement and all other amounts
payable by Borrower  hereunder shall  automatically  become  immediately due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by Borrower,  and Bank may exercise any and
all  other  rights  and  remedies  which  it may  have  under  any of the  other
Transaction Documents or under applicable law.

SECTION 10.  GENERAL.

         10.01 No Waiver.  No failure or delay by Bank in exercising  any right,
remedy,  power or privilege  hereunder or under any other  Transaction  Document
shall  operate as a waiver  thereof;  nor shall any  single or partial  exercise
thereof  preclude any other or further  exercise  thereof or the exercise of any
other right, remedy, power or privilege. The remedies provided herein and in the
other  Transaction  Documents are  cumulative  and not exclusive of any remedies
provided by law.  Nothing herein  contained shall in any way affect the right of
Bank to exercise any statutory or common law right of banker's lien or set-off.

         10.02 Right of Set-Off.  Upon the occurrence and during the continuance
of any Event of Default,  Bank is hereby authorized at any time and from time to
time,  without  notice to Borrower  (any such notice being  expressly  waived by
Borrower) and to the fullest  extent  permitted by law, to set-off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held by Bank and any and all other  indebtedness  at any time  owing by
Bank  to or for  the  credit  or  account  of  Borrower  against  any and all of
Borrower's  Obligations  irrespective of whether or not Bank shall have made any
demand  hereunder or under any of the other  Transaction  Documents and although
such obligations may be contingent or unmatured.  Bank agrees to promptly notify
Borrower after any such set-off and application made by Bank, provided, however,
that the  failure to give such  notice  shall not affect  the  validity  of such
set-off  and  application.  The rights of Bank under this  Section  10.02 are in
addition to any other rights and remedies (including,  without limitation, other
rights of set-off) which Bank may have.  Nothing  contained in this Agreement or
any other  Transaction  Document  shall impair the right of Bank to exercise any
right of set-off or counterclaim  it may have against  Borrower and to apply the
amount  subject to such  exercise  to the  payment of  indebtedness  of Borrower
unrelated to this Agreement or the other Transaction Documents.

         10.03 Cost and Expenses.  Borrower  agrees,  whether or not any Loan is
made hereunder, to pay Bank upon demand (i) all out-of-pocket costs and expenses
and all Attorneys' Fees of Bank in connection with the preparation, negotiation,
execution  and  administration  of  this  Agreement,  the  Note  and  the  other
Transaction Documents,  (ii) all recording,  filing, title insurance,  surveying
and  appraisal  fees incurred in  connection  with this  Agreement and the other
Transaction  Documents,  (iii)  all  out-of-pocket  costs and  expenses  and all
Attorneys'  Fees of Bank in  connection  with the  preparation  of any waiver or
consent  hereunder  or any  amendment  hereof or any Event of Default or alleged
Event  of  Default   hereunder,   (iv)  if  an  Event  of  Default  occurs,  all
out-of-pocket  costs and expenses and all  Attorneys'  Fees  incurred by Bank in
connection  with such  Event of Default  and  collection  and other  enforcement
proceedings  resulting  therefrom and (v) all other  Attorneys' Fees incurred by
Bank relating to or arising out of or in connection  with this  Agreement or any
of the other Transaction Documents.  Borrower further agrees to pay or reimburse
Bank for any stamp or other  taxes  which may be  payable  with  respect  to the
execution,  delivery,  recording and/or filing of this Agreement,  the Note, the
Security  Agreements  or any  of the  other  Transaction  Documents.  All of the
obligations of Borrower under this Section 10.03 shall survive the  satisfaction
and payment of Borrower's Obligations and the termination of this Agreement.

         10.04 Environmental Indemnity. Borrower hereby agrees to indemnify Bank
and  hold  Bank  harmless  from and  against  any and all  losses,  liabilities,
damages,  injuries,  costs, expenses and claims of any and every kind whatsoever
(including,  without  limitation,  court costs and Attorneys' Fees) which at any
time or from time to time may be paid,  incurred  or  suffered  by, or  asserted
against,  Bank for,  with  respect to or as a direct or  indirect  result of the
violation by Borrower or any Subsidiary of Borrower of any  Environmental  Laws;
or with  respect  to, or as a direct or  indirect  result of the  presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission or release
from,  properties  utilized by Borrower and/or any Subsidiary of Borrower in the
conduct of their respective  businesses into or upon any land, the atmosphere or
any  watercourse,  body of water or wetland,  of any Hazardous  Materials or any
other  hazardous or toxic waste,  substance or  constituent  or other  substance
(including,  without limitation,  any losses,  liabilities,  damages,  injuries,
costs, expenses or claims asserted or arising under the Environmental Laws); and
the provisions of and undertakings and  indemnification  set out in this Section
10.04 shall survive the satisfaction  and payment of Borrower's  Obligations and
the termination of this Agreement. Notwithstanding the foregoing, Borrower shall
have no  obligation  to the Bank  under  this  Section  10.04  with  respect  to
indemnified  liabilities arising from the gross negligence or willful misconduct
of Bank as determined by a court of competent jurisdiction.

         10.05  General  Indemnity.  In  addition  to the  payment  of  expenses
pursuant to Section 10.03,  whether or not the transactions  contemplated hereby
shall be consummated, Borrower hereby agrees to indemnify, pay and hold Bank and
any holder(s) of the Note, and the officers,  directors,  employees,  agents and
affiliates of Bank and such holder(s) (collectively, the "Indemnitees") harmless
from and against any and all other liabilities,  obligations,  losses,  damages,
penalties,  actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever (including,  without limitation, the reasonable
fees and  disbursements  of counsel for such  Indemnities in connection with any
investigative,  administrative or judicial  proceeding  commenced or threatened,
whether or not such Indemnities  shall be designated a party thereto),  that may
be imposed on, incurred by or asserted  against the  Indemnities,  in any manner
relating  to or  arising  out of this  Agreement,  any of the other  Transaction
Documents or any other agreement,  document or instrument executed and delivered
by Borrower  or any other  Obligor in  connection  herewith  or  therewith,  the
statements  contained  in any  commitment  letters  delivered  by  Bank,  Bank's
agreement to make the Loans hereunder or the use or intended use of the proceeds
of any Loan hereunder (collectively,  the "indemnified  liabilities");  provided
that Borrower  shall have no obligation to an Indemnitee  hereunder with respect
to  indemnified  liabilities  arising  from  the  gross  negligence  or  willful
misconduct   of  that   Indemnitee   as  determined  by  a  court  of  competent
jurisdiction.  To the extent that the  undertaking  to  indemnify,  pay and hold
harmless set forth in the preceding sentence may be unenforceable  because it is
violative of any law or public  policy,  Borrower  shall  contribute the maximum
portion  that it is  permitted to pay and satisfy  under  applicable  law to the
payment  and  satisfaction  of  all  indemnified  liabilities  incurred  by  the
Indemnities   or  any  of  them.  The   provisions  of  the   undertakings   and
indemnification  set out in this Section  10.05 shall survive  satisfaction  and
payment of Borrower's Obligations and the termination of this Agreement.

         10.06  Authority  to Act.  Bank shall be entitled to act on any notices
and instructions (telephonic or written) believed by Bank to have been delivered
by  any  person  authorized  to act  on  behalf  of  Borrower  pursuant  hereto,
regardless  of whether  such notice or  instruction  was in fact  delivered by a
person  authorized to act on behalf of Borrower,  and Borrower  hereby agrees to
indemnify  Bank and hold Bank  harmless  from and against any and all losses and
expenses, if any, ensuing from any such action.

         10.07 Notices. Any notice, request,  demand,  consent,  confirmation or
other  communication  hereunder  shall be in writing and  delivered in person or
sent by  telegram,  telex,  telecopy or  registered  or certified  mail,  return
receipt requested and postage prepaid,  if to Borrower at 3600 Mueller Road, St.
Charles,  Missouri  63302,  Attention:  Ronald  S.  Saks,  or if to Bank at 8182
Maryland Avenue, St. Louis, Missouri 63105,  Attention:  Patricia A. O'Herin, or
at such  other  address  as  either  party  may  designate  as its  address  for
communications  hereunder  by  notice  so given.  Such  notices  shall be deemed
effective  on the day on which  delivered or sent if delivered in person or sent
by telegram, telex or telecopy, or on the third (3rd) Business Day after the day
on which mailed, if sent by registered or certified mail.

         10.08  Consent to  Jurisdiction.  BORROWER  IRREVOCABLY  SUBMITS TO THE
NON-EXCLUSIVE  JURISDICTION  OF ANY MISSOURI STATE COURT OR ANY UNITED STATES OF
AMERICA COURT SITTING IN THE EASTERN DISTRICT OF MISSOURI, AS BANK MAY ELECT, IN
ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER  TRANSACTION  DOCUMENT.  BORROWER HEREBY  IRREVOCABLY  AGREES THAT ALL
CLAIMS IN RESPECT TO SUCH SUIT,  ACTION OR PROCEEDING MAY BE HELD AND DETERMINED
IN ANY OF SUCH  COURTS.  BORROWER  IRREVOCABLY  WAIVES,  TO THE  FULLEST  EXTENT
PERMITTED BY LAW, ANY OBJECTION  WHICH BORROWER MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH  SUIT,  ACTION  OR  PROCEEDING  BROUGHT  IN ANY SUCH
COURT, AND BORROWER FURTHER  IRREVOCABLY WAIVES ANY CLAIM THAT SUCH SUIT, ACTION
OR  PROCEEDING  BROUGHT  IN ANY SUCH COURT HAS BEEN  BROUGHT IN AN  INCONVENIENT
FORUM.  BORROWER HEREBY  EXPRESSLY  WAIVES ALL RIGHTS OF ANY OTHER  JURISDICTION
WHICH  BORROWER MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT OR SUBSEQUENT
DOMICILES.   BORROWER  AUTHORIZES  THE  SERVICE  OF  PROCESS  UPON  BORROWER  BY
REGISTERED MAIL SENT TO BORROWER AT ITS ADDRESS SET FORTH IN SECTION 10.07.

         10.09 Bank's Books and  Records.  Bank's books and records  showing the
account between  Borrower and Bank shall be admissible in evidence in any action
or proceeding and shall constitute prima facie proof thereof.

         10.10 Governing Law; Amendments. This Agreement, the Note, the Security
Agreements and all of the other  Transaction  Documents shall be governed by and
construed in  accordance  with the internal  laws of the State of Missouri,  and
this Agreement and the other Transaction  Documents may not be changed,  nor may
any term,  condition  or Event of  Default be waived,  modified,  or  discharged
orally but only by an  agreement  in writing,  signed by the party  against whom
enforcement of any waiver,  change,  modification or discharge is sought. To the
extent of any inconsistencies between the terms and provisions of this Agreement
and the other Transaction Documents,  the terms and provisions of this Agreement
shall govern and control.

         10.11 References;  Headings for Convenience. Unless otherwise specified
herein,  all references  herein to Section  numbers refer to Section  numbers of
this  Agreement,  and all references  herein to Exhibits "A", "B", "C", "D", "E"
and "F" refer to annexed  Exhibits  "A",  "B",  "C",  "D", "E" and "F" which are
hereby incorporated herein by reference.  The Section headings are furnished for
the convenience of the parties and are not to be considered in the  construction
or interpretation of this Agreement.

         10.12  Subsidiary  Reference.  Any reference  herein to a Subsidiary or
Consolidated  Subsidiary  of  Borrower,  and any  financial  definition,  ratio,
restriction  or  other  provision  of  this  Agreement  which  is  stated  to be
applicable to Borrower and its  Subsidiaries  or  Consolidated  Subsidiaries  or
which is to be determined on a "consolidated" or  "consolidating"  basis,  shall
apply  only  to  the  extent  Borrower  has  any  Subsidiaries  or  Consolidated
Subsidiaries  and, where  applicable,  to the extent any such  Subsidiaries  are
consolidated with Borrower for financial reporting purposes.

         10.13 Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of Borrower and its  successors  and Bank and its  successors and
assigns.  Borrower may not assign or delegate  any of its rights or  obligations
under this Agreement.

         10.14  No  Oral  Agreements;   Entire  Agreement.  Oral  agreements  or
commitments to loan money,  extend credit or to forbear from enforcing repayment
of a debt, including promises to extend or renew such debt, are not enforceable.
To  protect  Borrower  and Bank from  misunderstanding  or  disappointment,  any
agreements  reached by Borrower and Bank  covering such matters are contained in
this Agreement and the other  Transaction  Documents,  which Agreement and other
Transaction  Documents are a complete and exclusive  statement of the agreements
between  Borrower  and Bank,  except  as  Borrower  and Bank may later  agree in
writing  to modify  them.  This  Agreement  embodies  the entire  agreement  and
understanding between the parties hereto and supersedes all prior agreements and
understandings (oral or written) relating to the subject matter hereof.

         10.15 Severability. In case any one or more of the provisions contained
in this Agreement  should be invalid,  illegal or  unenforceable in any respect,
the validity,  legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

         10.16  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         10.17 Resurrection of Borrower's  Obligations.  To the extent that Bank
receives any payment on account of any of Borrower's  Obligations,  and any such
payment(s)  or any part  thereof are  subsequently  invalidated,  declared to be
fraudulent or preferential, set aside, subordinated and/or required to be repaid
to a trustee,  receiver or any other Person under any  bankruptcy  act, state or
Federal  law,  common  law or  equitable  cause,  then,  to the  extent  of such
payment(s)  received,  Borrower's  Obligations  or part  thereof  intended to be
satisfied  and any and all Liens upon or pertaining to any Property or assets of
Borrower and  theretofore  created and/or  existing in favor of Bank as security
for the payment of such Borrower's  Obligations shall be revived and continue in
full force and effect,  as if such  payment(s) had not been received by Bank and
applied on account of Borrower's Obligations.

         ORAL  AGREEMENTS  OR  COMMITMENTS  TO LEND MONEY,  EXTEND  CREDIT OR TO
FORBEAR  FROM  ENFORCING  REPAYMENT OF A DEBT,  INCLUDING  PROMISES TO EXTEND OR
RENEW  SUCH  DEBT,  ARE NOT  ENFORCEABLE.  TO  PROTECT  BORROWER  AND BANK  FROM
MISUNDERSTANDING OR DISAPPOINTMENT,  ANY AGREEMENTS REACHED BY BORROWER AND BANK
COVERING SUCH MATTERS ARE CONTAINED IN THIS  AGREEMENT,  WHICH  AGREEMENT IS THE
COMPLETE AND EXCLUSIVE  STATEMENT OF THE AGREEMENTS  BETWEEN  BORROWER AND BANK,
EXCEPT AS BORROWER AND BANK MAY LATER AGREE IN WRITING TO MODIFY THEM.

         IN WITNESS  WHEREOF,  the parties have executed this Fifth Amendment to
and Restatement of Loan Agreement this 2nd day of April, 2001.

                                  LMI AEROSPACE, INC. (formerly known as
                                  Leonard's Metal, Inc.)


                                  By  /s/ Lawrence E. Dickinson
                                    --------------------------------------------
                                  Title:  Chief Financial Officer
                                        ----------------------------------------

                                  LMI FINISHING, INC.


                                  By  /s/ Lawrence E. Dickinson
                                    --------------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------

                                  LEONARD'S METAL, INC. (formerly known as
                                  LMI Acquisition, Inc.)


                                  By  /s/ Lawrence E. Dickinson
                                    --------------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------

                                  PRECISE MACHINE COMPANY


                                  By  /s/ Lawrence E. Dickinson
                                    --------------------------------------------
                                  Title: Vice President
                                        ----------------------------------------

                                  METAL CORPORATION


                                  By  /s/ Lawrence E. Dickinson
                                    --------------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------


                                  UNION PLANTERS BANK, N.A.


                                  By   /s/ Patricia A. O'Herin
                                    --------------------------------------------
                                  Title:  E.V.P.
                                        ----------------------------------------

EX-10

                              EMPLOYMENT AGREEMENT

         TEMPCO   ENGINEERING,   INC.,  f/k/a  METAL  CORPORATION,   a  Missouri
corporation (the "Corporation"), and Ernest R. Star ("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.

         2. Term of Employment.  The Employee's  employment under this Agreement
shall  commence on April 1, 2001 and shall  terminate  on December 31, 2003 (the
"Initial Term") unless sooner  terminated as herein set forth.  After expiration
of the Initial  Term,  and  subject to the  termination  provisions  hereinafter
contained,  this Agreement shall be automatically  renewed as of January 1, 2004
and each January 1 thereafter  (each such renewal period year being  hereinafter
referred to as a "Renewal Term");  provided that neither party has given written
notice to the other party of its election not to renew at least 60 days prior to
the renewal date.  (The Initial Term,  together with any and all renewal  Terms,
being  hereinafter  sometimes  collectively  referred  to as the  "Term  of this
Agreement").

         3. Termination of Employment.

         Employee's  employment  with  Corporation  may be  terminated  upon the
earlier occurrence of any of the following events:

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

         (b) Upon the death of the Employee;

         (c) 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  reasonably  and  in  good  faith  requested  to do so by the
Corporation's  Board  of  Directors.  Corporation  shall  ensure  that  Employee
promptly  receives a copy of all reports and opinions issued as a result of such
examination.  If the Corporation elects to terminate the employment relationship
on this basis, the Corporation  shall notify the Employee in writing  specifying
in detail the reason for the termination and  concurrently  provide Employee all
reports and opinions issued by medical and psychological  professionals  used as
the basis for the termination decision.  Such termination shall become effective
thirty (30) days after the date that such  notification  is given,  during which
time  Corporation's  Board of  Directors  shall  in good  faith  reconsider  the
termination based upon any information Employee may provide);

         (d) 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  material  terms  of  this  Agreement  or of any  of  Employee's  duties  or
obligations hereunder,  or in the event the Corporation determines that Employee
is not performing the duties  required of him hereunder to the  satisfaction  of
the  Corporation.  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;

         (e) At the  Corporation's  option,  without any advance notice,  in the
event that the Employee engages in material conduct which, in the opinion of the
Corporation's  Board  of  Directors  after  a  good  faith  investigation,   (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

         (f) 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.

Upon  termination  of employment  for any reason,  Employee shall be entitled to
receive only the Base Salary (as that term is hereinafter  defined)  accrued but
unpaid as of the date of  termination  and shall not be entitled  to  additional
compensation except as expressly provided in this Agreement.

         4. Duties of Employee.

         (A) Employee  shall serve as General  Manager of the  Corporation or in
such other positions of similar or higher stature and  responsibility  as may be
determined  by the Board of Directors  of the  Corporation,  and Employee  shall
perform such duties on behalf of the Corporation, 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.  Notwithstanding the foregoing, Employee shall not
be required  to work at or from a location  other than the  Burbank,  California
area for more than forty-five (45) days in any calendar year.

         (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  President  of  LMI  Aerospace,  Inc.,  the  Parent  Corporation  of the
Corporation  (hereinafter  "Parent  Corporation"),  which  consent  shall not be
unreasonably withheld or delayed.

         5. Compensation.

         (A) During the term of this Agreement the Corporation  shall compensate
Employee for  Employee's  services  rendered  hereunder by paying to Employee an
annual salary (the "Base  Salary") of One Hundred  Forty-Five  Thousand and Five
Hundred  Dollars   ($145,500.00),   less  any  authorized  or  required  payroll
deductions.  Beginning in January 1, 2003,  Employee's  Base Salary shall be One
Hundred  Fifty-Four  Thousand Five Hundred Dollars  ($154,500).  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 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 above the baseline as shown below,  and/or (ii)
the Parent Corporation's Annual Net Income (including the Corporation's) is more
than the  baseline as shown below,  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)  3% of the  Corporation's  Annual  Net  Income  in excess of Three
               Million Dollars  ($3,000,000.00)  up to a maximum bonus amount of
               Forty-Eight Thousand Dollars  ($48,000.00),  except for year 2001
               for which the maximum bonus amount is Thirty-Six Thousand Dollars
               ($36,000.00).  In  year  2001  only,  Annual  Net  Income  of the
               Corporation will be based on the  Corporation's Net Income earned
               during the nine month period  beginning  April 1, 2001 and ending
               December 31, 2001,  annualized to 12 months and pro-rated at 75%.
               In subsequent years, the Corporation's  Annual Net Income will be
               based on the twelve month period beginning  January 1, and ending
               December 31;

               plus

          (2)  1% of the Parent's  Annual Net Income  (including  the Annual Net
               Income of the  Corporation)  that is in  excess  of Five  Million
               Dollars   ($5,000,000.00)   up  to  a  maximum  bonus  amount  of
               Twenty-Four Thousand Dollars  ($24,000.00),  except for year 2001
               for which the maximum bonus amount is Eighteen  Thousand  Dollars
               ($18,000). In 2001 only, the Annual Net Income of the Parent will
               be based on the Parent's Net Income  earned during the nine month
               period  beginning  April 1, 2001 and ending  December  31,  2001,
               annualized to 12 months and prorated at 75%. In subsequent years,
               the Parent's  Annual Net Income will be based on the twelve month
               period beginning January 1, and ending December 31.

In the event the  Corporation's  Annual Net Income for any given  fiscal year is
less than Three  Million  Dollars  ($3,000,000.00),  the  Employee  shall not be
entitled to a Corporation Performance Bonus with respect to such fiscal year. In
the event the Parent's  Annual Net Income for any given fiscal year is less than
Five Million  Dollars  ($5,000,000.00),  the Employee shall not be entitled to a
Parent  Performance  Bonus with  respect to such  fiscal  year.  Notwithstanding
anything  contained  herein  to  the  contrary,  in  the  event  the  sum of the
Employee's Corporation  Performance Bonus plus the Employee's Parent 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 Seventy-Two Thousand Dollars ($72,000.00),  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 Seventy-Two  Thousand Dollars
($72,000.00). For year 2001 only, 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 Fifty-Four Thousand Dollars ($54,000.00).

For purposes of the  calculation of the  Performance  Bonus,  the  Corporation's
"Annual Net Income" means the consolidated net profit of the Corporation,  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 formula bonuses paid pursuant to employment contracts, and (b)
federal  and  state  income  tax.  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.

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

Any  Performance  Bonus due the  Employee  hereunder  shall be deemed  earned if
Employee is employed  as of  December  31 of the fiscal year  notwithstanding  a
later termination of employment.

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

         6.  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.  All
such  expenses  paid by Employee  will be  reimbursed  by the  Corporation  upon
presentation  by  Employee  of an  itemized  account  of  such  expenditures  in
accordance  with the  Corporation's  policy  for  verifying  such  expenditures.
Employee  shall  retain  for his own  personal  use any  benefits  earned  while
traveling for business as frequent flier miles and frequent hotel stay programs.

         7. 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 on the same basis as other salaried  employees of
the  Corporation  at the  same  or  similar  level  as  Employee  so long as the
Corporation continues to provide such programs and benefits to such employees at
the same or similar  level.  Employee  acknowledges  that such  programs and the
benefits  offered  thereunder  may be  changed,  replaced or  eliminated  by the
Corporation in the future, consistent with changes, replacements or eliminations
made in such programs to other  salaried  employees at the same or similar level
of the Corporation.

         (B)  Employee  is expected to work as many hours as required to perform
his job and to the extent his duties are satisfied,  he may be permitted to take
up to four (4) weeks vacation  subject to the consent of the President of Parent
Corporation.  Starting on January 1, 2002,  and on each  January 1st  thereafter
that Employee remains employed by the Corporation  pursuant to the terms of this
Agreement,  Employee  shall be entitled  to receive an amount  equal to four (4)
weeks of his then Base Salary as vacation pay.  During  calendar year 2002,  and
during each calendar year thereafter in which Employee  remains  employed by the
Corporation pursuant to this Agreement,  Employee's Base Salary shall be reduced
by an amount equal to the Employee's Base Salary divided by 365 days,  times the
number of days of the four (4) weeks of vacation  Employee takes as permitted by
this Section 7(B). Any adjustment made to the Employee's Base Salary pursuant to
this  section  shall be made in  accordance  with the  payroll  policies  of the
Corporation in effect from time to time.

         (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.

         8.  Documents.   Upon  cessation  of  Employee's  employment  with  the
Corporation,  for whatever  reason,  all company  property,  including,  but not
limited to, all  documents,  records  (including  without  limitation,  customer
records), books, notebooks,  records, personal notes, list of customers, and all
reproductions,  duplicates,  contracts  and  correspondence  pertaining  to  the
Corporation and/or Parent's customers,  statements or correspondence,  including
copies thereof,  relating to the business of the Corporation  and/or Parent 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 addition to any other remedies that it may have in law
or equity,  each of the parties may require an  accounting  and repayment of all
profits,  compensation,  remuneration  or other benefits  realized,  directly or
indirectly,  as a result of any breach of this Agreement. 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 a party shall not  constitute  a waiver of the right to pursue
other available remedies.

         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,  shall  continue in full force and
effect and shall be interpreted as if such invalid  agreements or covenants were
not contained herein.

         11. Entire Agreement.  This Agreement  constitutes the entire agreement
between the  Corporation  and the Employee  with  respect to the subject  matter
hereof  and  supersedes  all  prior  proposals,  negotiations,  representations,
communications,  writings,  outlines and agreements  between the Corporation and
the Employee with respect to the subject matter hereof, whether oral or written,
which shall be of no further force and effect.  No amendments to this Agreement,
except as expressly  provided  herein to the  contrary,  may be made except by a
writing signed by both parties.

         12. 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 a party 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 the other party shall not be
construed as a waiver of such breach nor prevent the other party from thereafter
enforcing strict compliance with any and all of the terms and conditions hereof.

         13.  Assignability.  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.

         14.  Successors.  Subject  to the  provisions  of  paragraph  13,  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.

         15.  Arbitration.  Except  as  otherwise  expressly  provided  in  this
Agreement, any controversy or claim arising out of or relating to this Agreement
or any other agreement contemplated  hereunder,  or the interpretation or breach
hereof or thereof, or any employment-related claim or controversy ("Claims") for
which there is a legal cause of action (whether or not statutorily  based) shall
be submitted to binding arbitration before the American Arbitration  Association
("AAA") in Los Angeles, California in accordance with the National Rules for the
Resolution  of  Employment  Disputes of the AAA and as  authorized by California
Code of Civil Procedure Section 1280 et seq.

The Claims covered by this paragraph include,  but are not limited to, claims of
wrongful or constructive discharge,  claims for wages or other compensation due,
claims for any breach of  contract or covenant  (express or  implied),  all tort
claims, claims for discrimination or harassment (including,  but not limited to,
race, sex,  pregnancy,  religion,  national  origin,  age,  marital  status,  or
disability), claims for benefits (except where a collectively bargained employee
benefit plan specifies that its claims  procedure  shall  culminate in an appeal
procedure  different  from this one),  and claims for  violation of any federal,
state,  or other  governmental  law,  statute,  regulation,  or ordinance.  This
includes the federal Age Discrimination In Employment Act, as amended, Title VII
of the Civil Rights Act of 1964 as amended,  the Americans with Disabilities Act
of  1990,  and  the  Equal  Pay Act of  1963,  as  amended,  among  other  anti-
discrimination statutes.

This provision does not restrict the Employee from filing a claim or charge with
any state or federal  agency,  for  example,  the Equal  Employment  Opportunity
Commission,  state  unemployment  agency,  state  workers'  compensation,  where
applicable.   In  addition,   claims  for  breach  of  written   non-competition
agreements,  non-solicitation  agreements or confidentiality  agreements are not
covered by this policy.

A single  arbitrator  shall  decide  the case and  shall in  writing  state  the
essential  findings of fact and  conclusions of law supporting any award. If the
parties cannot agree on selection of the arbitrator  within fifteen (15) days of
the date of a written  request  for  arbitration,  the  selection  shall be made
pursuant  to the AAA rules from the AAA's  panel of  arbitrators  familiar  with
employment disputes.

The parties  incorporate by this reference  California  Code of Civil  Procedure
Section 1283.05,  which gives the parties certain discovery rights.  Corporation
shall pay the arbitrator's fees and expenses,  AAA administrative  charges,  and
hearing room charges (if any) in connection with any such arbitration.

Either Party may obtain a copy of the  transcript  of the  proceedings  at their
expense or may tape  record the  proceedings.  In case of  conflict  between any
Party's tape recording and the official  transcript or the arbitrator's own tape
recording, the official transcript or, if none, the arbitrator's recording shall
be the only  legally  controlling  record.  Any  Party  shall  have the right to
request the arbitrator to correct the official transcript.

The arbitrator  will be empowered to apply any  applicable  statute and to award
damages, reinstatement and any other relief (s)he deems just and proper which is
provided in any statute applicable to the claim, including attorney's fees.

Each party shall have the right to file a post-hearing  brief. A judgment of any
court having jurisdiction may be entered on the arbitration award.

Both the  Employee  and the  Corporation  may be,  but are not  required  to be,
represented  by legal  counsel at the  arbitration.  Each party must  advise the
other in writing whether or not they intend to be represented by counsel and the
name of the counsel at least thirty (30) days in advance of the  commencement of
hearing.  If a party fails to provide  timely notice of the party's intent to be
represented  by  counsel,  the  other  party may move for a  continuance  of the
arbitration to seek legal  representation.  The failure to provide timely notice
shall  not  result in a loss of a party's  right to have a full  hearing  on the
merits.

The Parties specifically covenant and agree that should any of the provisions of
this  paragraph 15 be deemed too broad for such purpose,  said  provisions  will
nevertheless  be valid and  enforceable  to the extent  necessary  to effect the
parties' intention to submit their disputes to arbitration.

         16. 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 or mailed 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:

             Ernest R. Star
             11120 Eton Ave
             Chatsworth, California 91311

or to such other  address as may be  specified  by either of the  parties in the
manner provided under this paragraph 16.

         17. Choice of Law;  Jurisdiction  and Venue.  This  Agreement  shall be
governed  by and  interpreted  and  enforced  in  accordance  with the  internal
substantive laws of the State of California,  without regard to its conflicts of
law provisions or  interpretations  and  notwithstanding  the place of execution
hereof  or the  performance  of any  acts  under  this  Agreement  in any  other
jurisdiction.  Each party consents to the personal jurisdiction of the state and
federal  courts  located  in the State of  California  for  purpose of any suit,
action or other  proceeding  arising out of this Agreement,  waives any argument
that venue in any such forum is not  convenient and agrees that the venue of any
litigation  initiated by either of them in connection  with this Agreement shall
be in either the Superior Court of Los Angeles County, California, or the United
States  District  Court,  the  Western  Division  of  the  Central  District  of
California.

         18. Disclosure of Existence of Agreement.  To preserve their respective
rights  under this  Agreement,  the  parties  may advise any third  party of the
existence of this Agreement and its terms, and each party specifically  releases
and agrees to indemnify and hold the other party harmless from any liability for
doing so.

         19.  Opportunity to Review.  The Parties  hereby  represent and warrant
that they have had an  opportunity  to review this  Agreement  and consult their
respective attorneys about the Agreement,  and understand the meaning and effect
of each paragraph of this Agreement.

               THIS AGREEMENT  CONTAINS  A  BINDING  ARBITRATION  PROVISION.  BY
               SIGNING  THIS,  EMPLOYEE AGREES  TO ARBITRATE,  RATHER THAN GO TO
               COURT, TO ENFORCE  ANY EMPLOYMENT RIGHTS THAT EMPLOYEE MAY  HAVE.

         The parties have executed this Agreement as of April 2, 2001.


                                               TEMPCO ENGINEERING, INC. f/k/a
                                               METAL CORPORATION
                                               ("Corporation")

                                                By:  /s/ Ronald S. Saks
                                                     ---------------------------
                                                     Ronald S. Saks, President

                                                 /s/ Ernie R. Star
                                                -------------------------------
                                                Ernie R. Star  ("Employee")