Re: Further Improvements & Combined Lease

LMI Aerospace Inc.  

        Mr. Bob Grah

PO Box 900

St. Charles, MO 63302

Agreed this ___ day of August 2008.

Witness: ________________________

Witness: ________________________

Kole Warehouses, Inc.

By: ___________________________

       Jeff Kole

LMI Aerospace, Inc.

By: ____________________________

       Vice President

Agreed this 7th day of May 2008.

Witness: ________________________

Witness: ________________________

Kole Warehouses, Inc.

By: ___________________________

       Jeff Kole

LMI Aerospace, Inc.

By: ____________________________

       Robert T. Grah, Vice President

For and in consideration of the rents, covenants, agreements, and stipulations hereinafter set forth, to be paid, kept and performed by Tenant, Landlord hereby leases and rents to Tenant, and Tenant hereby leases and takes upon the terms and conditions hereinafter set forth, the property commonly known as 101 Coleman Blvd, Units E & F, Pooler, GA, and being more particularly described on Exhibit "A" hereto (hereinafter called the "Premises"). This Lease is subject to all encumbrances, easements, covenants and restrictions of record.

To have and to hold for a term of three (3) years to commence five (5) days after Landlord has notified Tenant that the Initial Improvements as outlined in Exhibit C, Section 3 have been completed and the Premises are ready for occupancy and to end at midnight on the date which is thirty-six (36) months thereafter. Notwithstanding the foregoing, Tenant shall have rent-free reasonable access to the Premises prior to the term in order to install Tenant’s fixtures and otherwise make the Premises ready for Tenant’s occupancy, provided same does not unreasonably interfere with the Initial Improvements. Tenant shall have two (one year) options to renew this Lease Agreement on the same terms and conditions, except rent, upon ninety (90) days prior written notice to Landlord. Rent shall increase by two percent (2%) at the beginning of each renewal term.

(a) Tenant shall pay to Landlord monthly rental of $10,320.00 due on the first day of each month, in advance, without offset or demand, commencing on September 1, 2003. All payments of rental shall be sent to Kole Warehouses, Inc., 1719 Abercorn Street, Savannah, Georgia 31401 , or such other address provided to Tenant by Landlord in accordance with the notice provisions hereof. Tenant has paid to Landlord $10,320.00 representing the first month's rent (for the month of September 2003) due hereunder. In the event Tenant fails to pay rental or any other payment called for under this Lease within ten (10) days of the due date (subject to the notice and cure provisions of Section 17), Tenant shall pay a late charge equal to five percent (5%) of the unpaid amount. Landlord and Tenant agree that such late charge is intended to compensate Landlord for additional administrative charges and other damages incurred by Landlord on account of such late payment and not as a penalty, but as liquidated damages therefor. Landlord and Tenant agree that the actual damages to be suffered by Landlord in such event shall be difficult, if not impossible to ascertain, and that such late charge is a reasonable estimate of such charges and damages.

(b) Tenant has deposited $10,320.00 (the "Security Deposit") with Landlord to secure Tenant’s performance of its obligations hereunder. If Tenant defaults hereunder, then Landlord may, without prejudice to Landlord's other remedies, apply part or all of the Security Deposit to cure Tenant’s default. If Landlord so uses part or all of the Security Deposit, Tenant shall, within ten (10) days after written demand, pay Landlord the amount necessary to restore the Security Deposit to its original amount. Landlord shall not be required to pay any interest on said Security Deposit and Landlord may commingle the Security Deposit with other funds. If Landlord sells the Premises, the Security Deposit shall be transferred to the purchaser and Landlord shall be relieved of any further liability in relation to the Security Deposit provided the transferee has agreed (in a writing delivered to Tenant) to be bound by the terms hereof. Upon the termination of this Lease, Landlord may use the Security Deposit to cure any defaults of Tenant or to reimburse Landlord for expenses of repairing, restoring or cleaning the Premises beyond normal wear and tear (subject, however, to the provisions of Section 6 relating to certain HVAC equipment). In the event all or any portion of the Security Deposit remains after paying for such items, the remaining amount shall be returned to Tenant together with a complete accounting therefor, within thirty (30) days.

Tenant shall place all utility bills in its name as appropriate to its business. Tenant shall pay all such bills, along with all charges and assessments pertaining to utilities serving the Premises, including, but not limited to, water and sewer, natural gas, electricity, fire protection (including sprinkler testing charges) and charges for trash removal. If Tenant does not pay such charges when due, Landlord may do so. Tenant shall pay the amount paid by Landlord-to-Landlord, as additional rental, within ten (10) days of written demand therefor by Landlord given in accordance with the notice provisions hereof.

Tenant’s rights as to the Premises shall be subject and subordinate to any mortgage or deed to secure debt which shall be self-operative. Nevertheless, Tenant agrees to execute and deliver such documentation as may be required by any such mortgagee to effect or memorialize any such subordination within ten (10) days of demand therefor. If requested, Tenant shall execute such mortgagee's form of subordination, non-disturbance and attornment agreement.

Tenant shall not allow the Premises to fall out of repair or deteriorate. Specifically, Tenant, at its sole cost, shall keep and maintain the interior of the Premises, including all plate glass and exterior doors pertaining to the Premises in good repair (except the structural components of the building in which the Premises are situated, which shall be repaired, maintained and replaced by Landlord and further except any major component of the HVAC system that has “worn out”), including all systems pertaining to water, fire protection, drainage, sewer, electrical, heating, ventilation, air conditioning and lighting, but only to the extent same exclusively serve the Premises and are situated within the Premises. Major components of the HVAC system shall include the compressor, evaporation fan motor, heat exchanger or coils. Tenant agrees to return the Premises to Landlord in good operating condition upon the expiration or earlier termination of the term of this Lease, ordinary wear and tear and casualty damage excepted. Tenant shall not cause the Premises to become subject to any lien, charge or encumbrance whatsoever. Tenant shall have no authority, express or implied, to create any lien, charge or encumbrance upon the interest of the Landlord in the Premises. Tenant shall, at its sole cost, maintain a regularly scheduled preventive maintenance and service contract with a maintenance contractor acceptable to Landlord for the repair, maintenance and servicing of all heating and air-conditioning systems and equipment that exclusively serve the Premises. Upon written request by Tenant and at Tenant’s sole cost, Landlord will arrange for any repair which is Tenant’s responsibility pursuant to the terms of this Lease to be performed by Landlord's employees, agents or contractors. Tenant shall pay, as additional rent, the cost of such requested repair within ten (10) days of receipt of a bill therefor from Landlord.

Except for damage caused by Tenant, its agents, employees, contractors and invitees, Landlord shall, in accordance with Exhibit C , keep in good repair the roof, all structural elements, mechanical systems (to the extent same do not solely serve the Premises and are not situated within the Premises, and exclusive of major HVAC components unless the same shall be deemed to have "worn out"), and all common areas of the building and land (including without limitation, all paving, driveways, parking lots, walks, lawn maintenance and landscaping) where the Premises are situated. Tenant shall promptly notify Landlord of the need for any repairs which are Landlord's responsibility hereunder, Landlord shall be under no duty to make any repairs hereunder unless Landlord receives notice of the need for such repairs; however, this sentence shall not affect Landlord's maintenance obligations.

Tenant shall make no modifications, alterations or improvements to the Premises, cut any openings or penetrations in the roof or install any satellite or communications antennas or other structures without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any modifications or alterations consented to by Landlord shall be completed in a good, workmanlike and lien-free manner in accordance with all applicable codes and regulations. Upon written request by Tenant and at Tenant’s sole cost, Landlord will arrange for any modification, alteration or improvement consented to by Landlord to be performed by Landlord's employees, agents or contractors. Tenant shall pay, as additional rent, the cost of such modification, alteration or improvement within ten (10) days of receipt of a bill therefor from Landlord.

Tenant agrees to return the Premises to Landlord at the expiration or prior termination of this Lease broom clean and in the same condition and repair as when first received, natural wear and tear, damage by storm, fire, lightning, earthquake or other casualty excepted. Upon Landlord's written request, Tenant agrees to remove any alterations installed by or for Tenant after the commencement of the term of this Lease that Landlord determines are special purpose improvements that are not likely to be usable by a successor tenant. Tenant shall remove its personal property from the Premises at the expiration or prior termination of this Lease. Tenant shall repair any damage caused by any such removal.

If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction and rental shall be abated as of such date. If the Premises are damaged, but not wholly destroyed by any of such casualties, rental shall abate in such proportion as use of the Premises has been destroyed, and Landlord shall restore the Premises to substantially the same condition as existed before such casualty as speedily as practicable, whereupon full rental shall recommence; provided, however, that if the damage shall be so extensive that the same cannot be reasonably repaired and restored within four (4) months from date of the casualty, then either Landlord or Tenant may terminate this Lease by giving written notice to the other party within thirty (30) days from the date of such casualty. In the event of such termination, rental shall be abated as of the date of such casualty. In no event shall Landlord be responsible for repairing or restoring any personal property of Tenant or any alterations or improvements made by or for Tenant, nor shall Tenant have any right to terminate this Lease if the casualty in question was caused by Tenant, its agents, employees, contractors or invitees.

Except for damage caused solely by Landlord's negligence or misconduct, Tenant agrees to indemnify, defend and save harmless Landlord against all claims, losses, liabilities, costs and expenses (including attorney's fees and costs of litigation) suffered by Landlord by reason of the use or occupancy of the Premises by Tenant. Unless caused solely by Landlord's negligence or misconduct, Landlord shall not be liable to Tenant’s employees, agents, contractors or invitees for any injury to a person or damage to property on or about the Premises, or any damage caused by the improvements becoming out of repair, the failure or cessation of any utility or by any leakage of gas, oil, water or steam or electricity emanating from the Premises. Landlord hereby indemnifies and agrees to defend and save harmless Tenant against all claims, losses, liabilities, costs and expenses (including attorneys fees and costs of litigation) suffered by Tenant by reason of (i) Landlord's breach of its obligations hereunder; and (ii) any pre-existing environmental conditions at the Premises or the land where the Premises are situated, including without limitation, those matters disclosed in the environmental site assessment furnished to, and approved by, Tenant prior to Tenant having entered the Premises. Landlord shall have its most recent environmental assessment updated immediately prior to Tenant’s taking occupancy of the Premises (and such updated assessment shall also be certified to Tenant), whereupon said assessment shall serve as the "baseline" to determine which environmental conditions pre-dated, and which conditions arose during, Tenant’s occupancy of the Premises.

Tenant agrees, at its own expense, to promptly comply with all requirements of any applicable law, ordinance, statute or regulation applicable to the Premises or Tenant’s operations in