MASTER AGREEMENT

THIS MASTER AGREEMENT is entered into as of ___________, by and between LMI AEROSPACE, INC., ("LMI') with Corporate Headquarters in St. Charles, Missouri, doing business in Savannah, Georgia, and APB Winglets Company, LLC. ("APB"), D.B.A. Aviation Partners Boeing, a Limited Liability Company (LLC) with its principal office in Seattle, Washington.

Now therefore, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1.0                      DEFINITIONS

The definitions set forth below shall apply to this Agreement and any Order. Words importing the singular number shall also include the plural number and vice versa and reference to "including" shall mean "including but not limited to."

2.0                      TERM OF AGREEMENT, ORDERS

2.1                      Term of Agreement

This Agreement is in effect for five years, commencing as of the date referenced above. It can be extended by mutual agreement at any time, but not later than 180 days prior to its expiration. Either party may initiate the extension discussion through notifying the other party of its desire to extend the Agreement.

2.2                      Follow-on Models

This Agreement is not intended to extend to any follow-on models to the 767 family, should APB elect to undertake the development of those models. APB presently anticipates that follow on model work packages will be subject to a separate RFQ process. Assuming satisfactory performance by LMI under the Agreement, LMI will have the right to participate in any such RFQ.

2.3                      Order Quantity

Subject to Section 6.1 regarding final determination of prices, APB agrees to purchase from LMI 100 Shipsets of wing modification machined parts for the 767-300ER and 767-300F program. APB has the option to order 200 additional Shipsets upon the terms and condition set forth in this Agreement, at the Base Price finally determined according to Section 6.1. LMI will be prepared to make initial deliveries on or about February 1, 2008.

2.4                      Issuance of Orders

APB expects to issue Orders to LMI annually for Products. For the first year only there will be at least two orders, one initial Order for two Shipsets to support flight testing, and one Order after testing and certification is completed for the balance of the first year's production articles. Thereafter, Orders will generally be issued one per calendar year, generally six months before the beginning of the calendar year. Each Order shall contain a description of the Products ordered, a reference to the applicable specifications and Drawings, the quantities and prices, the delivery schedule, the terms and place of delivery, and any special conditions.

Each Order shall be governed by and be deemed to include the provisions of this Agreement. The following note will be contained in any Order to which this Agreement is applicable:

"Order is subject to Master Agreement between APB and LMI dated [] as amended from time to time."

Any terms and conditions on the face of the Order which conflict with or are additional requirements to this Agreement will take precedence over this Agreement.

2.5                      Orders Containing Additional Terms

To the extent any Order includes special conditions, special delivery terms or any other terms or conditions that are additional to or different from those set forth in this Agreement, such Order is APB's offer to LMI in respect of such additional terms. Acceptance by LMI is strictly limited to the additional terms in the Order. APB will not be bound by any term or condition that is different from or in addition to the provisions of the Order, whether or not such term or condition will materially alter the Order. LMI's commencement of performance or acceptance of the Order in any manner shall conclusively evidence LMI's acceptance of the Order as written. APB may revoke any Order prior to APB's receipt of LMI's written acceptance or LMI's commencement of performance.

2.6                      Written Authorization to Proceed

The Material Representative may give written authorization on behalf of APB to LMI to commence performance before APB issues an Order. If such written authority to proceed or "ATP" specifies that an Order will be issued, APB and LMI shall proceed as if an Order had been issued. The parties shall promptly consult and use commercially reasonable efforts to agree on any open terms that would otherwise be required in an Order. If APB does not specify in its ATP that an Order shall be issued, APB's obligation is strictly limited to the terms of the ATP.

LMI may not proceed with any work under this Agreement without an explicit written ATP or written Order from APB. LMI may elect to proceed at risk prior to receipt of any such ATP or Order. In such case APB accepts no liability whatsoever for costs or other obligations incurred should an ATP or Order not be issued for any reason.

Any rejection by LMI of an Order shall be in writing and specify the reasons for rejection and any changes or additions that would make the Order acceptable to LMI. LMI may not reject (and accordingly shall accept) any Order that complies with the provisions of this Agreement and does not include additional terms or conditions.

3.0                      TITLE AND RISK OF LOSS

Title to and risk of any loss of or damage to the Products shall pass in accordance with Ex Works (INCOTERMS 2000). Accordingly, title and risk of loss shall pass to APB when the Products have been completed, passed inspection by LMI's final inspectors in accordance with Article 8.0, invoiced to APB, made available for shipment, and placed in storage at its facilities in Savannah, Georgia in accordance with Article 4.0. LMI will be liable to APB for any damage to the Products prior to pick up by the carrier that is caused by LMI's fault or negligence.

4.0                      DELIVERY PROCESS/INVOICE EVENT

4.1                      Delivery Requirements

LMI shall make all deliveries to or at the direction of APB strictly in accordance with the quantities, delivery schedule, and other requirements specified in the applicable Order. LMI may not make early deliveries or partial deliveries without APB's prior written authorization. Deliveries inconsistent with the terms of an Order may be returned to LMI at LMI's sole expense.

4.2                      Delivery Process

APB will request LMI to "Ship-in-Place" Products according to the delivery schedule set fort in the applicable Purchase Order. Ship-in-Place means that LMI has completed and invoiced APB for the Products in accordance with the Order schedule, and risk and title has passed to APB, however, the physical location of the Products is at LMI's facilities in Savannah, Georgia. For Ship-in-Place, LMI shall package the completed Products and store in an LMI-controlled secure inventory warehouse.

4.3                      Shipment Notification

APB will notify LMI when APB-owned inventory is required to be shipped to APB Customers. A shipment notification form and instructions will be provided to LMI at least four days prior to the scheduled ship date. LMI will confirm receipt of the shipment notification. A customs invoice will be supplied by LMI as required. APB shall make arrangements for the transport of Products from EXW LMI Savannah, Georgia to the destination designated by APB in the shipment notification. Payment in accordance with Article 6.0 of this Agreement shall be applicable from the date of Ship-in-Place and not the date of actual delivery to APB's Customers.

4.4            Non-Excusable Delay 4.4.1 Delivery Performance

4.4.1                      Delivery Performance

Delivery shall be in accordance with the schedule set forth in the applicable Order. Any failure by LMI to meet a delivery schedule that is not an Excusable Delay as defined Article 15.0 shall be considered a "Non-Excusable Delay".

4.4.2                      Notification

If a Non-Excusable Delay is expected to occur or occurs that causes or may cause a delay in the performance by LMI of its obligations under the Agreement, LMI shall:

If, as a consequence of a Non-Excusable Delay, LMI fails or anticipates that it shall fail to meet a delivery schedule, LMI shall use its best efforts, including overtime, to mitigate such delay. LMI shall be responsible for and shall, subject to the provisions of Section 4.4.4, pay all direct costs which may be incurred by APB as a consequence of the Non-Excusable Delay. LMI shall send the Product by another means of transportation and/or to a destination other than the one specified in the Agreement, at LMI's expense, in order to minimize delay

4.4.4                      APB's Rights

The foregoing remedy is in addition to all other rights and remedies APB may have at law and/or under this Agreement, including under Article 14.0 "Events of Default and Remedies".

4.5                      Notice of Labor Disputes

LMI shall immediately notify APB of any actual or potential labor dispute that may disrupt the timely performance of an Order and/or impair the quality of any Product to be delivered. LMI shall include the substance of this Section 4.5, including this sentence, in any subcontract relating to an Order if a labor dispute involving the subcontractor would have the potential to delay the timely performance of such Order. Each subcontractor, however, shall only be required to give the necessary notice and information to its next higher-tier subcontractor.

5.0                      ON-SITE REVIEW AND RESIDENT REPRESENTATIVES

5.1                      Review

At APB's request, LMI shall provide at APB's facility or at a place designated by APB, a review explaining the status of the Order, actions taken or planned relating to the Order and any other relevant information. Nothing herein may be construed as a waiver of APB's rights to proceed against LMI because of any delinquency.

APB's authorized representatives may enter LMI's plant at all reasonable times to conduct preliminary inspections and tests of any Product and work-in-process. LMI shall include in its subcontracts issued in connection with an Order a like provision giving APB the right to enter the premises of LMI's subcontractors when requested by APB. LMI may accompany APB to LMI's subcontractors.

5.2                      Resident Representatives

APB may in its discretion and for such periods as it deems necessary assign resident personnel at LMI's facilities. LMI shall furnish, free of charge, all office space, secretarial service, and other facilities and assistance reasonably required by APB's representatives at LMI's plant. The resident team will provide communication and coordination to ensure timely performance of the Order. APB's resident team shall be allowed access to all work areas relevant to wing mod kit component production or kitting, order status reports and management review necessary to assure timely performance and conformance with the requirements of each Order. Notwithstanding such access, and all other inspections, reviews and the like contemplated by this Agreement, LMI shall be solely responsible to perform in accordance with each Order.

6.1                      Product Pricing

Estimated prices for Products scheduled for delivery under this Agreement are set forth in Attachment A. Prices are in United States dollars, EXW (INCOTERMS 2000) LMI Aerospace, Inc., Savannah, Georgia. Prices include an estimated Base Price and an estimated Nonrecurring Price. It is understood between the parties that the price estimates, which are provided by LMI, are based on a Kit of parts deemed similar to the 767 program. Within a reasonable time after receipt of engineering drawings and finalization of designs post flight test, LMI will submit its final Base Price and final Nonrecurring Price on a revised Attachment A which will be considered an amendment to this Agreement if accepted by APB. APB will indicate its acceptance by countersigning the revised Attachment A and returning it to LMI.

If the Base Price or the Nonrecurring Price for the final engineered parts is substantially higher than LMI's estimated price, then LMI and APB will review engineering changes on a part by part basis versus the quoted estimated price, and endeavor to resolve through discussion the price differences.

Under such provisions, if the parties are unable to reach agreement on final prices, APB may exercise its right to request price estimates from third parties to produce Products or components of Products. If APB is able to obtain a lower price quotation of either the Base Price or the Nonrecurring Price, then APB may elect to procure Products from third parties, and will not be obligated to purchase any further Shipsets under Section 2.3.

6.2                      Payment

Unless otherwise provided in the applicable Order, payment of the Base Price will be paid Net 30 days from date of invoice except as otherwise agreed to by the parties. Invoicing will take place on completion of the Product and submission of Certificate of Conformity ("C of C"). All payments will be made by check, and are subject to adjustment for shortages, credits and rejections.

6.3                      Amortization of Nonrecurring Price

Any applicable nonrecurring costs will be amortized over the first 100 Shipsets. Any subsequent nonrecurring costs (caused by engineering change, for example) will be mutually negotiated between the parties and amortized over the Shipsets remaining in the initial 100 Shipset buy.

7.0                        PACKING AND SHIPPING

7.1                      Packaging

The prices shown for Winglet Modification Kits in Attachment A include packaging costs and all materials and labor required to package Products. Packaging shall be furnished by LMI in accordance with D37520-0 through -4, "Boeing Supplier Part Protection Guide".

7.2                      General

LMI shall prepare for shipment and suitably pack all Products to prevent damage or deterioration and comply with any special instructions stated in the applicable Order. APB shall pay no charges for preparation, packing, crating or cartage unless stated in the applicable Order. Consistent with EXW (Incoterms 2000), LMI shall be responsible for making Products available to the freight forwarder and loading the Products on departure and bear the risks and costs of such loading.

APB may elect, if reasonable conditions exist, to request LMI to prepay, and if APB so elects LMI shall prepay, shipping and freight-forwarder costs, and invoice APB separately for these additional costs. Where APB has not identified a carrier, APB shall request LMI to secure the lowest transportation rates and comply with the appropriate carrier tariff for the mode of transportation specified by APB.

7.3                      Requirements for each Shipment

Unless otherwise directed by APB, all standard routing shipments forwarded on one day must be consolidated to the extent practical. Each container must be consecutively numbered and marked as set forth herein and below. Container and Order numbers must be clearly set out on the applicable bill of lading. Two copies of the packing sheets must be attached to the No. 1 container of each shipment and one copy in all other individual containers. Each pack sheet must include as a minimum the following: (a) LMI's name, address and phone number; (b) Order and item number; (c) ship date for the Products; (d) total quantity shipped and quantity in each container, if applicable; (e) legible pack slip number; (f) nomenclature; (g) unit of measure; (h) name and address of consignee if other than APB; (i) warranty data and certifications as applicable; (j) rejection tag, if applicable; (k) LMI's Certificate of Conformity; and (1) identification of optional material used, if applicable.

LMI may not make any declaration concerning the value of the Products shipped, except on Products where the tariff rating or rate depends on the released or declared value, and in such event the value shall be released or declared as determined by APB

7.5                      Unit Container Markings

The following markings shall be included on each unit container: (a) LMI's name; (b) LMI's part number, if applicable; (c) APB part number, if applicable; (d) part nomenclature; (e) Order number or identification of ATP; (f) quantity of Products in container; (g) unit of measure; (h) serial number, if applicable; (i) date (quarter/year) identified as assembly or rubber cure date, if applicable; (j) precautionary handling instructions or marking as required.

7.6                 Shipping Container Markings

The following markings/labels shall be included on each shipping container: (a) name and address of consignee; (b) name and address of LMI (as consignor); (c) Order number; (d) part number as shown on the Order; (e) quantity of Products in container; (f) unit of measure; (g) box number; (h) total number of boxes in shipment; and, (i) precautionary handling, labeling or marking as required.

8.1                      QA/Inspection/PMA

All work performed under this Agreement shall be in accordance with the requirements of the FAA approved Master Drawing List for each Product as maintained by APB.

FAA conformity on the first two Shipsets of Product will be required prior to shipment. The Conformity inspection will be performed by an FAA designee. The FAA designee verifies and documents product configuration and compliance with engineering requirements. Thereafter, APB will issue a PMA licensing letter to LMI to produce Products in accordance with APB's STC. LMI is required to obtain FAA PMA for subsequent Shipsets of all Products prior to their shipment.

8.2                      Quality Management System

LMI shall maintain a Quality Management System that meets or exceeds AS9100 Rev. B/ISO 9001:2000, or equivalent quality system, as amended from time to time, which is incorporated herein and made a part hereof by this reference and as applicable to Customer and/or regulatory authority standards. As part of this Quality Management System, LMI shall provide and maintain without additional charge to APB, an inspection system that complies with all specifications stated in this Agreement or the applicable Order. The Quality Management System will meet or exceed the requirements of Title 14 of the Code of Federal Regulations (14CFR) § 21.303(h) (1) through (9).

LMI shall tender to APB for acceptance only Products that have been provided and processed by approved sources in accordance with all specifications reflected in engineering drawings. All controlled finished and special processes must be performed in accordance with LMI special process approval as defined in the applicable Quality Inspection Plan as required by Section 8.2.1. If applicable, any proprietary processing must be performed by Boeing D1-4426 approved sources.

LMI shall perform a verification of engineering drawing dimensional requirements on all Products or shall submit a statistically valid sampling plan to APB for approval. LMI's personnel shall perform the inspection, witness the inspection, or have an APB approved inspection delegation procedure.

8.2.1                   Supplier Quality Plan

A Supplier Quality Plan is required for all Products supplied under this Agreement that meets the standards of AS9100 Section 7.1. Prior to manufacture of the Products, LMI will provide a mutually agreed upon Quality Plan. Copies of the plan shall be made available to APB's Customer and government representative upon request.

8.2.2                   Inspection

As part of the Quality Plan, LMI shall prepare records evidencing all inspections made under the system and the outcome of such inspections. These records shall be complete and made available in a timely manner to APB upon request during performance of the work under the Order and for seven years afterwards.

8.3                      Federal Aviation Administration or Equivalent Government Agency Inspection

APB, APB's Customers and the FAA or any equivalent government agencies or regulatory agencies shall have the right to inspect and test the material and workmanship of all the Products, review relevant quality related records and audit LMI at all places and times including, when practical, during the period of manufacture or provision of services. If any such audit, inspection or test is made on the premises of LMI, LMI shall furnish, without additional charge to the foregoing parties, reasonable facilities and assistance for the safe and convenient performance of audit, inspection or test.

Nonconforming Product : Notwithstanding (i) prior inspection, (ii) payment for, or (iii) use of the Products ordered hereunder, APB shall have the following rights with respect to any Products that do not conform to all requirements of the Order:

In the event of a dispute as to liability, APB or third party will proceed diligently with any reasonable repairs, having notified LMI of its intention to do so, pending final settlement of the dispute.

8.5                      Certificate of Conformity (C of C)

LMI shall supply and include with each shipment a Certificate of Conformity (C of C) attesting to the release of the Products included in the shipment as follows:

All Products shall be marked with date of manufacture.

8.6                      Airworthiness Tag Requirement

LMI shall include with each shipment an FAA Airworthiness Tag 8130-3 executed by LMI as the designee for all APB designed products.

8.7                      Retention of Records; Compliance with Standards

LMI will retain on file all C of C's and evidence of conformance documents for all Product for seven years from delivery of Product. LMI affirms and represents that the Products meet and/or exceed all applicable APB, government, and/or LMI design control documents, inspection, validation, and functional test requirements, unless otherwise noted in APB disposition forms accompanying the Products. LMI confirms that any material supplied by APB for use in the specified manufacturing operations will be the only material used to perform such operations. For all raw materials being provided by LMI and incorporated into the Products, LMI shall maintain relevant chemical, physical and mechanical properties, test reports and evidence of conformance on file.

Copies of C of C's and other evidence of conformance documents shall be made available to APB, APB's Customer, and government representatives upon request and shall be retained for a period of seven years from delivery of Product. Such records shall not be discarded without APB's prior approval.

8.8                      Digital Data Control System

LMI shall employ a Digital Data control system to assure that the integrity of engineering and/or tooling configuration is maintained throughout LMI's Digital Data Control system from receipt of the electronic data through creation of derivatives, to product acceptance (Ref. Boeing D6-51991).

8.9                      First Article Inspection

Products manufactured and supplied to APB under this Agreement require First Article Inspection ("FMI"). All First Article Inspection Reports ("FAIR") must be in the format as defined in Aerospace Standard SAE AS9102 current revision. If forms other than those contained in the standard are used, they must contain all "Required" and "Conditionally Required" information.

FAIRs are to be completed on new Products representative of the first production run. Prototype parts are not to be used for the FAIR. Partial First Article Inspections shall be performed when any of the events noted in section 5.3 of AS9102 occur.

All FAIRs shall be signed by authorized personnel, stamped and dated and, if required by Aerospace Standard SAE AS9102, shall be approved by APB.

8.10                 Tool Control System

LMI shall maintain a formal, internal tool control system that allows for the proper segregation, maintenance and accountability of APB-owned tooling. Annual inventories of said tooling shall be performed with the results maintained in accordance with contractual requirements. Upon request, the results of said inventories shall be forwarded to APB for review.

8.11                      Direct Sales/Regulatory Approvals

Neither LMI nor any of its subcontractors or suppliers may sell any Product directly to anyone except APB unless APB's prior written authorization is obtained. If APB provides its authorization, it is LMI's responsibility and LMI agrees to obtain the necessary regulatory approvals and to mark and/or otherwise identify any Products so produced in accordance with all applicable regulations, provided that, if it is impossible for LMI to obtain such approval, APB and LMI agree to pursue another possible reasonable solution to minimize the impact.

9.0            PRODUCTION RATE

LMI will supply 767-300ER/F wing modification kits ordered by APB up to a rate of *                      Shipsets per month. Shipset requirements above this rate will be mutually negotiated between the parties.

10.0                   CHANGES

10.1                 Change Orders

The Material Representative may at any time by written change order make changes within the general scope of an Order in any one or more of the following: drawings, designs, specifications, APB-furnished data, including but not limited to Loft, Loads, Interface Control Drawing, shipping, packing, place of inspection, place of delivery, place of acceptance, adjustments in quantities, adjustments in delivery schedules, or the amount of APB furnished material. LMI shall proceed immediately to perform the Order as changed. If any such change causes an increase or decrease in the cost of and/or the time required for the performance of any part of the work, whether changed or not changed by the change order, an equitable adjustment calculated in accordance with Section 10.3 shall be made in the price of or the delivery schedule for those Products affected, and the applicable

LMI shall maintain complete and accurate records related to all change orders. Such records shall itemize accurately and completely all services performed, allowances claimed and costs incurred by LMI in the performance of each change order, including but not limited to those factors which comprise or affect direct labor hours, direct labor rates, material costs, burden rates and subcontracts. Such records and other data shall be capable of verification through audit and analysis by APB and be available to APB at LMI's facility for APB's examination and audit at all reasonable times from the date of the applicable change order until three years after final payment under such Order. LMI shall provide assistance to interpret such data if requested by APB. Such examination shall provide APB with complete information regarding LMI's performance for use in price negotiations with LMI relating to existing or future orders for Products, including but not limited to negotiation of equitable adjustments for changes and termination/obsolescence claims pursuant to Article 10.0. APB shall treat all information disclosed under this Section as confidential.

10.3                 Computation of Equitable Adjustment

The Rates and Factors set forth in Attachment B, which by this reference are incorporated herein, shall be used to determine the equitable adjustment, if any, to be paid by APB pursuant to Article 10.0 for each individual change.

LMI shall include in each claim sufficient detail to explain the amount claimed, including detailed inventory schedules and a detailed break-down of all costs claimed separated into categories (materials, purchased parts, finished components, labor, burden, general and administrative), and to explain the basis for allocation for all other costs.

10.4                      Obsolescence

Claims by LMI to APB for obsolete or surplus material and work-in-process created by change orders issued by APB to LMI pursuant to this Section shall be subject to the procedures set forth in Section 10.3, except that LMI may not submit in any calendar year a claim for obsolete or surplus material resulting from an individual change order which when aggregated with the cost of other changes in that calendar year, and not to that point paid by APB, has a total claim value of Two Thousand Five Hundred Dollars ($2,500.00) or less.

10.5                      Configuration

Under the Agreement, design of the Wing Modification Machined Parts will be provided by APB or APB's design contractor. LMI will be expected to participate during the design phase to assure the released engineering is compatible with LMI processes and capabilities.

10.5.1                  Configuration Changes

LMI and its subcontractors shall ensure that all applicable requirements including drawings, specifications, qualifications, etc. under the contract with APB are flowed down to all suppliers and subcontractors performing work on APB Products. LMI shall not make any configuration changes to any Products, which could affect form, fit, function, performance or price without APB's prior written consent. Notification and approval of configuration changes include those parts which are superseded by another part. All LMI configuration change requests shall be submitted to APB's Material Representative in writing for approval prior to configuration change processing.

10.6                      Pre-STC Expedite Costs/Issues

Both parties recognize that design changes may be required, both before and after flight test, that may require LMI to conduct expedite activities to meet flight test or initial production deadlines. LMI agrees that to the extent a design change released by APB requires a part change that is within LMI's published parts manufacturing lead time (as documented in file: "Copy of WingIet Parts 7-27-07Revb.xls"), LMI will not be entitled to reimbursement for expedite costs. To the extent a requested design change requires parts changes that are not within LMI's published part's lead time, LMI will notify APB in writing of the estimated cost to implement and expedite the design change, and submit a claim to APB for direct expedite costs according to Article 10.0, Changes.

10.7                 Planning Schedule

Any planning schedule or quantity estimate provided or otherwise accepted by APB shall be used solely for production planning. APB may purchase Products in different quantities and specify different delivery dates as necessary to meet APB's requirements. Such planning schedule and quantity estimate shall be subject to adjustment from time to time. Any such adjustment is not a change under Article 10.0, but subject to Article 11.0 of this Agreement.

11.0                 ACCELERATION/DECELERATION AT NO COST

Notwithstanding Article 10.0, APB may make changes in the delivery schedule without additional cost or change to the price stated in the applicable Order if (a) the deli