AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 31, 2008 by and between, D3 Technologies, Inc ., a California corporation (“Corporation”), a wholly owned subsidiary of LMI AEROSPACE, INC. , a Missouri corporation (the “Parent”) and RYAN P. BOGAN (“Employee”).

Whereas, the Corporation and Employee are parties to an employment agreement between the Corporation and Employee dated as of July 31, 2007 (the “Employment Agreement”), a copy of which is attached and incorporated herein by reference;

Whereas, the Corporation and Employee have agreed to amend the Employment Agreement;

Whereas, Section 11 of the Employment Agreement provides that amendments thereto must be in writing and signed by both parties;

NOW, THEREFORE, the Corporation and Employee do hereby agree to the following:

1.           Section 2(A) of the Employment Agreement is hereby deleted and replaced with the following (no subsections of 2(A) are deleted, replaced or revised unless otherwise specified in this Amendment to the Employment Agreement):

(A)           The initial term of Employee's employment under this Agreement shall commence on July 31, 2007 and shall terminate on January 1, 2011; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2010, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events:

2.           Section 2(A)(7) of the Employment Agreement is hereby deleted and replaced with the following:

(7)           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.

If employment is terminated for any of the reasons set forth in subparagraphs (3) through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay.  If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in paragraphs (3) through (7) of this section 2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to Employee in an amount based upon his length of service with the Corporation.  Specifically, the Corporation s