GUARANTY AND SURETYSHIP AGREEMENT

THIS GUARANTY AND SURETYSHIP AGREEMENT (this “ Guaranty ”), dated as of the 29th day of December, 2006, made by LMI AEROSPACE, INC., a Missouri corporation (“ Guarantor ”), to CIT CRE LLC, a Delaware limited liability company (“ Landlord ”).

WHEREAS, Landlord, as lessor, (i) has entered into a Lease Agreement of even date herewith (a “ Lease ”), in which Landlord leased to Leonard’s Metals, Inc., a Missouri corporation (a “ Tenant ”), certain premises situated in Missouri and Kansas (the “ LMI Metals Premises ”), and (ii) will enter into another Lease on or before January 31, 2006 (also a “ Lease ” and, together with the Lease referenced in (i), the “ Leases ”), in which Landlord will lease to LMI Finishing, Inc., an Oklahoma corporation (also a “ Tenant ” and, together with the Tenant referenced in (i), the “ Tenants ”), certain premises situated in Oklahoma (collectively with the LMI Metals Premises, the “ Leased Premises ”);

WHEREAS, all of the issued and outstanding stock of Tenants is owned by Guarantor; and

WHEREAS, the execution and delivery by Guarantor of this Guaranty is a condition of, and material inducement to, Landlord to execute the Leases, and Guarantor expects to derive financial benefit from the Leases;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, and intending to be legally bound, Guarantor hereby covenants and agrees as follows:

Section 1.01    Guaranteed Obligations . Guarantor hereby absolutely, unconditionally and irrevocably guarantees to, and becomes surety for, Landlord and its successors and assigns for the due, punctual, and full payment, performance, and observance of, and covenants with Landlord to duly, punctually, and fully pay and perform, the following (collectively, the “ Guaranteed Obligations ”):

(a)    the full and timely payment of all Rent (as defined in each Lease) and all other amounts due or to become due to Landlord from the applicable Tenant under each Lease or any other agreement or instrument executed in connection therewith, whether now existing or hereafter arising, contracted, or incurred (collectively, the “ Monetary Obligations ”); and

(b)    all covenants, agreements, terms, obligations and conditions, undertakings, and duties contained in each Lease to be observed, performed by, or imposed upon by the applicable Tenant under such Lease, whether now existing or hereafter arising, contracted, or incurred (collectively, the “ Performance Obligations ”),

as and when such payment, performance, or observance shall become due (whether by acceleration or otherwise) in accordance with the terms of the each Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by either Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceeding affecting either Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the applicable Lease. If for any reason either Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of either Lease against the applicable Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from, Guarantor of all Guaranteed obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the either Lease following the commencement by or against either Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in each Lease or at such other address as Landlord shall notify Guarantor of in writing.

Section 1.02    Guarantee Unconditional . The obligations of Guarantor hereunder are continuing, absolute and unconditional, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired, or in any way affected by:

(a)    any amendment, modification, extension, renewal, or supplement to either Lease or any termination of either Lease or any interest therein;

(b)    any assumption by any party of either Tenant’s or any other party’s obligations under, or either Tenant’s or any other party’s assignment of any of its interest in, the applicable Lease;

(c)    any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Leases or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, indulgence, or other action or inaction in respect thereof;

(d)    any change in the financial condition of either Tenant, the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, either Tenant, or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, either Tenant, or Guarantor or their respective estates in bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other similar statute or from the decision of any court;

(e)    any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;

(f)    the genuineness, invalidity or unenforceability of all or any portion or provision of either Lease;

(g)    any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of either Tenant in any bankruptcy or other proceeding;

(h)    the release or discharge of either Tenant or any other person or entity from, or an accord and satisfaction which discharges, performance or observance of any of the agreements, covenants, terms or conditions contained in each Lease by operation of law or otherwise;

(i)    the failure of Landlord to keep Guarantor advised of either Tenant’s financial condition, regardless of the existence of any duty to do so;

(j)    any assignment by Landlord of all of Landlord’s right, title and interest in, to and under either Lease and/or this Guaranty as collateral security for any loan;

(k)    any present or future law or order of any government ( de jure or de facto ) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of either Tenant under a Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);

(l)    the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;

(m)    any actual, purported or attempted sale, assignment or other transfer by Landlord of either Lease or the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;

(n)    any merger or consolidation of either Tenant into or with any other entity, or any sale, lease, transfer or other disposition of any or all of such Tenant’s assets or any sale, transfer or other disposition of any or all of the shares of capital stock or other securities of such Tenant or any affiliate of such Tenant to any other person or entity;

(o)    Failure by either Tenant to obtain, protect, preserve or enforce any rights in or under the applicable Lease or the Leased Premises or any interest therein against any party or the invalidity or unenforceability of any such rights; or

(p)    any other event, action, omission or circumstances which might in any manner or to any extent impose any risk to Guarantor or which might otherwise constitute a legal or equitable release or discharge of a guarantor or surety.

all of which may be given or done without notice to, or consent of, Guarantor.

No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which either Tenant or Guarantor now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.

Section 1.03    Disaffirmance of Lease . Guarantor agrees that, in the event of rejection or disaffirmance of a Lease by either Tenant or such Tenant’s trustee in bankruptcy pursuant to the United States Bankruptcy Code or any other law, Guarantor will, if Landlord so requests, assume all obligations and liabilities under the express terms of such Lease, to the same extent as if Guarantor had been originally named instead of such Tenant as a party to such Lease and there had been no rejection or disaffirmance; and Guarantor will confirm such assumption in writing at the request of Landlord on or after such rejection or disaffirmance. Guarantor, upon such assumption, shall have all rights of such Tenant under such Lease (to the extent permitted by law).

Section 1.04    No Notice or Duty to Exhaust Remedies . Guarantor hereby waives notice of any default in the payment or non-performance of any of the Guaranteed Obligations (except as expressly required hereunder), diligence, presentment, demand, protest and all notices of any kind. Guarantor agrees that liability under this Guaranty shall be primary and hereby waives any requirement that Landlord exhaust any right or remedy, or proceed first or at any time, against either Tenant or any other guarantor of, or any security for, any of the Guaranteed Obligations. Guarantor hereby waives notice of any acceptance of this Guaranty and all matters and rights which may be raised in avoidance of, or in defense against, any action to enforce the obligations of Guarantor hereunder. Guarantor hereby waives any and all suretyship defenses or defenses in the nature thereof without in any manner limiting any other provision of this Guaranty. This Guaranty constitutes an agreement of suretyship as well as of guaranty, and Landlord may pursue its rights and remedies under this Guaranty and under either Lease in whatever order, or collectively, and shall be entitled to payment and performance hereunder notwithstanding any action taken by Landlord or inaction by Landlord to enforce any of its rights or remedies against any other guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of payment and performance and not merely of collection.

Landlord may pursue its rights and remedies under this Guaranty notwithstanding any other guarantor of or security for the Guaranteed Obligations or any part thereof. Guarantor authorizes Landlord, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to terminate either Lease, either in whole or in part, in accordance with its terms.

Each default on any of the Guaranteed Obligations shall give rise to a separate cause of action and separate suits may be brought hereunder as each cause of action arises or, at the option of Landlord any and all causes of action which arise prior to or after any suit is commenced hereunder may be included in such suit.

Section 1.05    Subrogation . Notwithstanding any payments made or obligations performed by Guarantor by reason of this Guaranty (including but not limited to application of funds on account of such payments or obligations), Guarantor hereby irrevocably waives and releases any and all rights it may have, at any time,   whether arising directly or indirectly, by operation of law, contract or otherwise, to assert any claim against either Tenant or any other person or entity or against any direct or indirect security on account of payments made or obligations performed under or pursuant to this Guaranty, including without limitation any and all rights of subrogation, reimbursement, exoneration, contribution or indemnity, and any and all rights that would result in Guarantor being deemed a “creditor” under the United States Bankruptcy Code of either Tenant or any other person or entity. If any payment shall be paid to Guarantor on account of any subrogation rights, each and every amount so paid shall immediately be paid to Landlord to be credited and applied upon any of the Guaranteed Obligations, whether or not then due and payable. Every claim or demand which Guarantor may have against either Tenant shall be fully subordinate to all Guaranteed Obligations.

Section 2.01    Representations and Warranties . Guarantor hereby represents and warrants to Landlord as follows:

(a)   Guarantor is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in each other jurisdiction in which the nature of its a