EXECUTIVE CONSULTING AGREEMENT

Exhibit 10.2

EXECUTIVE CONSULTING AGREEMENT

THIS EXECUTIVE CONSULTING AGREEMENT (this “ Agreement ”), dated as of March 31, 2009 (the “ Effective Date ”), is made by and between TechPrecision Corporation, a Delaware corporation (“ Company ”), and Louis A. Winoski, an individual residing in the state of Florida (“ Executive ”).

BACKGROUND

Company desires Executive to provide executive management and consulting services, performing the role of its Interim Chief Executive Officer under the terms of this Agreement.  Executive is willing to provide such services to Company under the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the promises and covenants set forth in this Agreement and intending to be legally bound hereby, Company and Executive agree as follows:

1.   Executive Consulting Services .

1.1.   Services .  Executive shall provide executive management and consulting services in the role of Interim Chief Executive Officer of Company (the “ Services ”), reporting to Company’s board of directors (the “ Board ”).  Executive may perform the Services on a less-than-full-time basis, when and as requested by the Board, and at such locations as the Board may approve from time to time.

1.2.   Independent Contractor .  Executive and Company intend for Executive to be an independent contractor to Company for all purposes and not an employee of Company.  Company shall have no obligation to provide any employment-related benefits to Executive.  Executive shall be solely responsible for paying all compensation and payroll taxes and providing his own benefits (if any).  Executive shall indemnify, defend and hold harmless Company against any claim that Executive is or was an employee of Company under this Agreement.

1.3.   No Conflict .  Executive represents and warrants to Company that:

(i) he is not and will not become a party to any non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction that would prohibit Executive from executing this Agreement and performing fully his duties and responsibilities hereunder, including under Executive’s employment agreement between him and National Technical Systems Corporation (“ NTS ”);

(iii) Executive can perform his obligations under this Agreement without disclosing or using any confidential or proprietary information of any third party.

2.1.   As consideration for Executive’s performance of the Services, Company shall pay to Executive consulting fees at a rate of Ten Thousand Dollars ($10,000.00) per month for Services satisfactorily performed by Executive (the “ Consulting Fees ”). Payment shall be made within five (5) days of the beginning of each calendar month during the Term for Services rendered in the prior month. The Consulting Fees shall be pro rated on a daily basis in respect of any partial month in which Services are performed. Company also shall reimburse Executive for all reasonable, documented, pre-approved travel and out of pocket expenses incurred by Executive in connection with performing the Services (“ Expenses ”).

2.2.   Executive shall be solely responsible for the payment of all taxes or contributions imposed or required by the tax laws of any jurisdiction that pertain to the amounts paid to Executive under this Agreement.

3.   Term and Termination .

3.1.   Term .  Subject to Section 3.2 , the term of this Agreement shall begin on the Effective Date and shall automatically terminate on the date that is six (6) months thereafter (the “ Initial Term ”), unless otherwise extended by the mutual written agreement of the parties (the “ Extended Term ”). The Initial Term and any Extended Terms are together referred to as the “ Term .”

3.2.   Termination .  Notwithstanding Section 3.1, either Executive or Company may terminate this Agreement at any time by giving the other party fifteen (15) days prior written notice.  A party also may terminate this Agreement for breach if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after the non-breaching party gives the other party written notice that describes the breach in reasonable detail.  

4.   Non-Exclusive Engagement .  Company may from time to time (i) engage other persons and entities to act as a consultant to Company and perform services for Company, including services that are similar to the Services, and (ii) enter into agreements similar to this Agreement with other persons or entities, in all cases without the necessity of obtaining approval from Executive.

5.   Non-Competition and Protection of Confidential Information .

5.1.   Executive agrees that his services to Company are of a special, unique, extraordinary and intellectual character and his position with Company places him in a position of confidence and trust with the employees, customers and suppliers of Company and its affiliates.  Consequently, Executive agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of Company that Executive make the covenants contained herein. Accordingly, Executive agrees that, during the Term and for the period of one (1) year immediately thereafter he shall not, directly or indirectly:

5.1.1.   own, operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the United States that engages in any business then being engaged or planned to be engaged in by Company or its subsidiaries or affiliates; or

5.1.2.   attempt in any manner to solicit from any customer or supplier business of the type performed for or by Company or persuade any customer or supplier of Company to cease to do business or t