CONSULTING AGREEMENT

Exhibit 10.4

CONSULTING AGREEMENT

This CONSULTING AGREEMENT is made effective as of this 17^th day of November, 2004 by and between Boris Popov (“Mr. Popov”) a Minnesota resident and Ballistic Recovery Systems, Inc., a Minnesota corporation (“BRS”).

WHEREAS, BRS is in the business of developing, testing, manufacturing and marketing whole aircraft recovery parachute systems for use in the recreational and general aviation markets and some unmanned aircraft; and

WHEREAS, BRS and Mr. Popov wish to enter into an agreement providing for the rendering by Mr. Popov of certain consulting and advisory services as they relate to new product development;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.                                       Consulting. Subject to all of the other terms and conditions contained herein, BRS retains Mr. Popov for the term set forth herein to perform consulting and advisory services at the direction of the Board of Directors of BRS (the “Services”).

2.                                       Term.  The term of this Agreement shall be for a period of six months.  Mr. Popov shall provide a minimum of sixty-four (64) hours per month of Services to BRS.  Additional hours beyond the 64 hour minimum will be compensated on a per hour basis as discussed in Paragraph 3 below.  Mr. Popov further agrees to keep reasonable records of his time and tasks accomplished and shall use his best efforts to accomplish the Services and any other tasks reasonably requested by the Board of Directors.

3.                                       Compensation.  As compensation for the Services rendered to BRS during the term of this Agreement, BRS shall pay to Mr. Popov a monthly consulting fee equal to $3,200.00 for the minimum 64 hour per month commitment and an additional $50.00 per hour for each hour over the 64 hour minimum. (collectively the “Consulting Fee”).    The Consulting Fee shall be payable monthly within 15 days of month end, provided that Mr. Popov submits reasonable records of his time and tasks within 10 days of month end or at such other times and in such other manner as BRS and Mr. Popov shall agree.  The Consulting Fee shall be in addition to and independent of any fees or compensation owed to Mr. Popov in his capacity as a director of BRS.

4.                                       Expenses.  BRS shall reimburse Mr. Popov for the reasonable and necessary expenses incurred in connection with performance of the Services in accordance with the written policies and procedures of BRS governing such expenses, upon presentation of appropriate vouchers for said expenses, provided that BRS has approved such expenses in advance.

5.                                       Independent Contractor Status.  This Agreement calls for the Services of Mr. Popov, as an independent contractor, therefore the parties expressly agree that (a) their relationship is based on the understanding that Mr. Popov is an independent contractor and is not an employee of BRS and no employment relationship is created hereby, (b) BRS shall not provide Mr. Popov with any