Exhibit 10.4 - Employment Agreement between LMI Aerospace, Inc. and Robert
      T. Grah dated as of January 1, 2006


    EMPLOYMENT
      AGREEMENT

    


    


    LMI
      AEROSPACE, INC.,
      a
      Missouri corporation (the "Corporation"), and ROBERT T.
      GRAH
      ("Employee") hereby agree as follows:

     

    1. Employment.
      The
      Corporation hereby employs Employee, and Employee accepts employment from the
      Corporation, upon the terms and conditions hereinafter set forth. Any and all
      employment agreements heretofore entered into between the Corporation and
      Employee are hereby terminated and cancelled, and each of the parties hereto
      mutually releases and discharges the other from any and all obligations and
      liabilities heretofore or now existing under or by virtue of any such employment
      agreements, it being the intention of the parties hereto that this Agreement,
      effective immediately, shall supersede and be in lieu of any and all prior
      employment agreements between them.

     

    2. Term
      of Employment. 

     

    (A) The
      initial term of Employee's employment under this Agreement shall commence on
      January 1, 2006 and shall terminate on December 31, 2007; 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 2007, 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:

     

    (1) Upon
      the
      termination of the business or corporate existence of the
      Corporation;

     

    (2) At
      the
      Corporation’s option, in the event the Corporation determines that Employee is
      not performing the duties required of him hereunder to the satisfaction of
      the
      Corporation;

     

    (3) Upon
      the
      death of the Employee;

     

    (4) At
      the
      Corporation's option, if Employee shall suffer a permanent disability; (For
      the
      purposes of this Agreement, "permanent disability" means any physical or mental
      impairment that renders the Employee unable for a period of six (6) months
      or
      more to perform the essential job functions of his position, even with
      reasonable accommodation, as determined by a physician selected by the
      Corporation. The Employee acknowledges and agrees that he shall voluntarily
      submit to a medical or psychological examination for the purpose of determining
      his continued fitness to perform the essential functions of his position
      whenever requested to do so by the Corporation. If the Corporation elects to
      terminate the employment relationship on this basis, the Corporation shall
      notify the Employee or his representative in writing and the termination shall
      become effective on the date that such notification is given;

     

    (5) At
      the
      Corporation's option, upon ten (10) calendar days’ written notice to Employee,
      in the event of any breach or default by Employee of any of the terms of this
      Agreement or of any of Employee's duties or obligations hereunder. In lieu
      of
      providing ten (10) calendar days’ advance written notice, the Corporation, at
      its sole option, may terminate the Employee’s services immediately and pay him
      an amount that is equivalent to ten (10) calendar days of his salary, less
      any
      deductions required by law;

     

    (6) At
      the
      Corporation’s option, without any advance notice, in the event that the Employee
      engages in conduct which, in the opinion of the Corporation, (1) constitutes
      dishonesty of any kind (including, but not limited to, any misrepresentation
      of
      facts or falsification of records) in Employee’s relations, interactions or
      dealings with the Corporation or its customers; (2) constitutes a felony; (3)
      potentially may or will expose the Corporation to public disrepute or disgrace,
      or potentially may or will cause harm to the customer relations, operations
      or
      business prospects of the Corporation; (4) constitutes harassment or
      discrimination towards any person associated with the Corporation, whether
      an
      employee, agent or customer, based upon that person’s race, color, national
      origin, sex, age, disability, religion, or other protected status; (5) reflects
      disruptive or disorderly conduct, including but not limited to, acts of
      violence, fighting, intimidation or threats of violence against any person
      associated with the Corporation, whether an employee, agent or customer, or
      possessing a weapon while on the Corporation’s premises or while acting on
      behalf of the Corporation; (6) is indicative of abusive or illegal drug use
      while on the Corporation’s premises or while acting on the Corporation’s behalf;
      or (7) constitutes a willful violation of any governmental rules or regulations;
      or

     

    (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 shall
      provide Employee with six (6) months of Base Salary if he has less than five
      (5)
      years of service with the Corporation as of the date of his termination and
      with
      twelve (12) months of Base Salary if he has five (5) or more years of service
      with the Corporation as of the date of his termination. Such severance pay
      shall
      be paid in equal monthly installments, unless the Corporation, within its sole
      discretion, elects to pay the present value of the severance pay in a lump
      sum
      within thirty (30) calendar days of the termination.

     

    (B) If
      employment is terminated in conjunction with a change in the control of the
      Corporation or in conjunction with the sale of substantially all of the
      operating assets of the Corporation, the Corporation will provide Employee
      with
      severance pay under the circumstances specified in subparagraphs (1) and (2)
      of
      this paragraph (B), and the conditions set forth in paragraphs 2(C) and (D)
      of
      this Agreement. For the purposes of this Agreement, a “change in control” is
      defined as the sale of substantially all of the operating assets of the
      Corporation or the acquisition of more than fifty percent (50%) of the stock
      of
      the Corporation by a group of shareholders or an entity which acquires control
      of the Corporation (a “Purchaser”). 

     

    (1) If
      the
      change in control or the sale results in the involuntary termination of Employee
      or results in the Employee electing to terminate his employment for a good
      reason as determined by the Corporation (such as the Purchaser refusing to
      offer
      full time employment to Employee on terms comparable to those provided by the
      Corporation prior to the acquisition or the Purchaser requiring Employee to
      move
      to a new location), the Corporation shall provide Employee with severance pay
      in
      an amount that is equal to two times his annual Base Salary and shall pay
      Employee any reasonably anticipated Performance Bonus for the fiscal year in
      which he was terminated on a prorated basis. 

     

    (2) If
      Employee voluntarily terminates his employment without a good reason (as
      determined by the Corporation) within ninety (90) days after the change in
      control or the sale, the Corporation shall provide Employee with six (6) months
      of Base Salary if he has less than five (5) years of service with the
      Corporation as of the date of his termination and with twelve (12) months of
      Base Salary if he has five (5) or more years of service with the Corporation
      as
      of the date of his termination. 

     

    (3) For
      purposes of this paragraph 2(B), in the event a change of control occurs after
      April 1, 2005, Employee may take up to nine (9) months from the date of change
      of control to claim severance pay, as provided in paragraph 2(B)(1) and
      (2).

     

    (C) The
      severance pay provided for in section 2(A) of this Agreement shall be paid
      in
      equal monthly installments, unless the Corporation, within its sole discretion,
      elects to pay the present value of the severance pay in a lump sum within thirty
      (30) calendar days of the termination. For purposes of calculating the present
      value of the severance pay, the discount rate shall be the prime rate quoted
      in
      the Wall Street Journal on the day the Corporation elects to pay the present
      value of the severance pay in a lump sum.

     

    (D) Notwithstanding
      anything to the contrary, (i) the amount of severance pay provided under this
      Agreement shall not under any circumstances exceed the limitations set forth
      in
§ 280G of the Code, and (ii) the Corporation’s obligation to pay the severance
      pay provided for in this section 2 shall be conditioned on Employee’s execution
      of a written release satisfactory to the Corporation.

     

    3. Compensation.

     

    (A) During
      the period from January 1, 2006 to December 31, 2006, the Corporation shall
      compensate Employee for Employee's services rendered hereunder by paying to
      Employee an annual salary (the "Base Salary") of Two Hundred Thousand, Nine
      Hundred and Dollars ($200,900.00), less any authorized or required payroll
      deductions. During the period from January 1, 2007 to December 31, 2007, the
      Employee’s Base Salary shall be Two Hundred Five Thousand, Eight Hundred Dollars
      ($205,800.00), less any authorized or required payroll deductions. Thereafter,
      as long as this Agreement remains in effect, the annual Base Salary that the
      Corporation shall pay to the Employee for his services rendered hereunder will
      be Two Hundred Five Thousand, Eight Hundred Dollars ($205,800.00), less any
      authorized or required payroll deductions. The annual Base Salary of Employee
      shall be increased by Three Thousand Eight Hundred Ninety-four Dollars
      ($3,894.00), representing the sum of (i) the annual payment previously made
      by
      the Corporation for premiums on a certain life insurance policy issued on
      Employee’s life in conjunction with an assignment of benefits agreement with the
      Corporation, and (ii) the income tax attributable to the payment described
      in
      the preceding clause (i) of this paragraph. Payment of this salary will be
      made
      in accordance with the payroll policies of the Corporation in effect from time
      to time.

     

    (B) With
      respect to each complete fiscal year of the Corporation during which (i) the
      Employee is employed under the terms of this Agreement as of the last day of
      such fiscal year, and (ii) the Corporation's "Annual Income from Operations"
      (as
      that term is hereinafter defined) is more than Ten Million Dollars
      ($10,000,000.00), the Corporation shall pay to Employee, in addition to the
      Base
      Salary, an annual "Performance Bonus". 

     

    The
      amount of the annual Performance Bonus (if any) shall be equal to:

     

    
      	 	
              (1)

            	
              five
                percent (5.0%) of the Employee’s Base Salary;
                plus

            


    

     

    
      	 	
              (2)

            	
              five
                tenths of one percent (0.50%) of the Corporation's Annual Income
                from
                Operations that is above Ten Million Dollars ($10,000,000.00). In
                the
                event the Corporation does not meet its “Annual On-Time Delivery Metric”
                (as that term is defined in Appendix A), the bonus amount described
                in
                this Paragraph 3(B)(2), shall be reduced up to Twenty-five Percent
                (25.0%).

            


    

     

    In
      the
      event the Corporation's Annual Income from Operations for any given fiscal
      year
      is less than Ten Million Dollars ($10,000,000.00), the Employee shall not be
      entitled to a Performance Bonus with respect to such fiscal year. 

     

    For
      purposes of the calculation of the Performance Bonus, the Corporation's "Annual
      Income from Operations" means the consolidated Income from Operations of the
      Corporation and its subsidiaries, for a given fiscal year, as determined by
      the
      firm of independent certified public accountants providing auditing services
      to
      the Corporation, using generally accepted accounting principles consistently
      applied, and calculated without regard to (a) any bonus paid to the
      Corporation’s Chairman of the Board, (b) federal and state income tax, (c) any
      interest expense or other income and expense as they appear on the Corporation’s
      annual audited financial statements, (d) any expenses or income related to
      the
      disputed claim with the Lockheed Corporation ongoing at the time of execution
      of
      this Agreement, and (e) any income or loss attributable to any other corporation
      or entity (including the assets of a corporation or entity that constitute
      an
      operating business) acquired by or merged into the Corporation subsequent to
      the
      effective date of this Agreement. The Corporation shall pay to Employee any
      Performance Bonus due the Employee hereunder not later than fifteen (15) days
      after the receipt by the Corporation of its annual audited financial statements,
      which the Corporation expects to receive within ninety (90) days after the
      end
      of each fiscal year of the Corporation.

     

    (C) In
      addition to the Base salary and Performance Bonus (if any), Employee shall
      be
      entitled to receive such bonus compensation as the Board of Directors of the
      Corporation may authorize from time to time.

     

    (D) The
      Corporation retains the right to modify or adjust the manner in which the
      Performance Bonus is calculated in the event that the Corporation either
      acquires the assets of another entity, or any portion thereof, or sells its
      assets, or any portion thereof, to another entity.

     

    4. Duties
      of Employee.

     

    (A) Employee
      shall serve as Regional Vice President of the Corporation’s Central Region or in
      such other positions as may be determined by the Board of Directors of the
      Corporation, and Employee shall perform such duties on behalf of the Corporation
      and its subsidiaries by such means, at such locations, and in such manner as
      may
      be specified from time to time by the officers or Board of Directors of the
      Corporation.

     

    (B) Employee
      agrees to abide by and conform to all rules established by the Corporation
      applicable to its employees.

     

    (C) Employee
      acknowledges that he is being employed as a full-time employee, and Employee
      agrees to devote so much of Employee's entire time, attention and energies
      to
      the business of the Corporation as is necessary for the successful operation
      of
      the Corporation and shall endeavor at all times to improve the business of
      the
      Corporation. Employee shall not accept any business commitments other than
      with
      the Corporation without the advance written consent of the Corporation’s
      President.

     

    5. Expenses.
      During
      the period of Employee's employment, except as otherwise specifically provided
      in this Agreement, the Corporation will pay directly, or reimburse Employee
      for,
      all items of reasonable and necessary business expenses approved in advance
      by
      the Corporation if such expenses are incurred by Employee in the interest of
      the
      business of the Corporation. The Corporation shall also reimburse Employee
      for
      automobile expenses incurred by Employee in the performance of Employee's duties
      hereunder. The amount of such reimbursement shall be in accordance with the
      automobile expense reimbursement policy adopted (and as it may be modified
      from
      time to time) by the Corporation's Board of Directors. All such expenses paid
      by
      Employee will be reimbursed by the Corporation upon presentation by Employee,
      from time to time (but not less than quarterly), of an itemized account of
      such
      expenditures in accordance with the Corporation's policy for verifying such
      expenditures.

     

    6. Fringe
      Benefits.

     

    (A) Employee
      shall be entitled to participate in any health, accident and life insurance
      program and other benefits which have been or may be established by the
      Corporation for salaried employees of the Corporation.

     

    (B) Employee
      shall be entitled to an annual vacation without loss of compensation for such
      period as may be determined by the Board of Directors of the
      Corporation.

     

    (C) The
      Corporation shall furnish to the Employee during the term of his employment
      an
      automobile selected by the Corporation to aid the Employee in the performance
      of
      his duties. Upon agreement of the Corporation and the Employee, the Corporation
      may, in lieu of the automobile, provide the Employee with a Five Thousand Dollar
      ($5,000.00) annual automobile allowance.

     

    7. Covenants
      of Employee.

     

    (A) During
      the term of Employee's employment with the Corporation and for all time
      thereafter Employee covenants and agrees that Employee will not in any manner
      directly or indirectly, except as required in Employee's duties to the
      Corporation, disclose or divulge to any person, entity, firm or company
      whatsoever, or use for Employee's own benefit or the benefit of any other
      person, entity, firm or company, directly or indirectly, any knowledge, devices,
      information, techniques, customer lists, business plans or other data belonging
      to the Corporation or developed by Employee on behalf of the Corporation during
      his employment with the Corporation, without regard to whether all of the
      foregoing matters will be deemed confidential, material or important, the
      parties hereto stipulating, as between them, that the same are important,
      material, confidential and the property of the Corporation, that disclosure
      of
      the same to or use of the same by third parties would greatly affect the
      effective and successful conduct of the business of the Corporation and the
      goodwill of the Corporation, and that any breach of the terms of this
      subparagraph (A) shall be a material breach of this Agreement.

     

    (B) During
      the term of Employee's employment with the Corporation and for a period of
      two
      (2) years or one (1) year with respect to subparagraph (iv) below (the "Covenant
      Term") after cessation for whatever reason of such employment (except as
      hereinafter provided in subparagraph (C) of this paragraph 7), Employee
      covenants and agrees that Employee will not in any manner directly or
      indirectly:

     

    (1) solicit,
      divert, take away or interfere with any of the customers (or their respective
      affiliates or successors) of the Corporation;

     

    (2) engage
      directly or indirectly, either personally or as an employee, partner, associate
      partner, officer, manager, agent, advisor, consultant or otherwise, or by means
      of any corporate or other entity or device, in any business which is competitive
      with the business of the Corporation. For purposes of this covenant a business
      will be deemed competitive if it is conducted in whole or in part within any
      geographic area wherein the Corporation is engaged in marketing its products,
      and if it involves the manufacture of component parts for the aerospace industry
      or any other business which is in any manner competitive, as of the date of
      cessation of Employee's employment, with any business then being conducted
      by
      the Corporation or as to which the Corporation has then formulated definitive
      plans to enter;

     

    (3) induce
      any salesman, distributor, supplier, manufacturer, representative, agent, jobber
      or other person transacting business with the Corporation to terminate their
      relationship with the Corporation, or to represent, distribute or sell products
      in competition with products of the Corporation; or

     

    (4) induce
      or
      cause any employee of the Corporation to leave the employ of the
      Corporation.

     

    (C) The
      parties agree that the Covenant Term provided for in the preceding subparagraph
      (B) shall be:

     

    (1) reduced
      to six (6) months in the event all of the operating assets or all of the common
      stock of the Corporation is sold to any entity or individuals unaffiliated
      with
      the Corporation, its successors or assigns; or

     

    (2) eliminated
      if the business currently operated by the Corporation is terminated and the
      assets of the Corporation are liquidated.

     

    (D) All
      the
      covenants of Employee contained in this paragraph 7 shall be construed as
      agreements independent of any other provision of this Agreement, and the
      existence of any claim or cause of action against the Corporation, whether
      predicated on this Agreement or otherwise, shall not constitute a defense to
      the
      enforcement by the Corporation of these covenants.

     

    (E) It
      is the
      intention of the parties to restrict the activities of Employee under this
      paragraph 7 only to the extent necessary for the protection of legitimate
      business interests of the Corporation, and the parties specifically covenant
      and
      agree that should any of the provisions set forth therein, under any set of
      circumstances not now foreseen by the parties, be deemed too broad for such
      purpose, said provisions will nevertheless be valid and enforceable to the
      extent necessary for such protection.

     

    8. Documents.
      Upon
      cessation of Employee's employment with the Corporation, for whatever reason,
      all documents, records (including without limitation, customer records),
      notebooks, invoices, statements or correspondence, including copies thereof,
      relating to the business of the Corporation then in Employee's possession,
      whether prepared by Employee or others, will be delivered to and left with
      the
      Corporation, and Employee agrees not to retain copies of the foregoing documents
      without the written consent of the Corporation.

     

    9. Remedies.
      In the
      event of the breach by Employee of any of the terms of this Agreement,
      notwithstanding anything to the contrary contained in this Agreement, the
      Corporation may terminate the employment of Employee in accordance with the
      provisions of paragraph 2 of this Agreement. It is further agreed that any
      breach or evasion of any of the terms of this Agreement by Employee will result
      in immediate and irreparable injury to the Corporation and will authorize
      recourse to injunction and/or specific performance as well as to other legal
      or
      equitable remedies to which the Corporation may be entitled. In addition to
      any
      other remedies that it may have in law or equity, the Corporation also may
      require an accounting and repayment of all profits, compensation, remuneration
      or other benefits realized, directly or indirectly, as a result of such breaches
      by the Employee or by a competitor’s business controlled, directly or
      indirectly, by the Employee. No remedy conferred by any of the specific
      provisions of this Agreement is intended to be exclusive of any other remedy
      and
      each and every remedy given hereunder or now or hereafter existing at law or
      in
      equity by statute or otherwise. The election of any one or more remedies by
      the
      Corporation shall not constitute a waiver of the right to pursue other available
      remedies. Employee expressly agrees to pay all reasonable costs and attorneys’
fees incurred by the Corporation in order to enforce the Employee’s obligations
      under this Agreement, regardless of whether litigation is commenced or
      prosecuted to a judgment.

     

    10. Severability.
      All
      agreements and covenants contained herein are severable, and in the event any
      of
      them shall be held to be invalid by any court of competent jurisdiction, this
      Agreement, subject to subparagraph 7(E) hereof, shall continue in full force
      and
      effect and shall be interpreted as if such invalid agreements or covenants
      were
      not contained herein.

     

    11. Waiver
      or Modification.
      No
      waiver or modification of this Agreement or of any covenant, condition or
      limitation herein shall be valid unless in writing and duly executed by the
      party to be charged therewith, and no evidence of any waiver or modification
      shall be offered or received in evidence in any proceeding, arbitration or
      litigation between the parties hereto arising out of or affecting this
      Agreement, or the rights or obligations of the parties hereunder, unless such
      waiver or modification is in writing, duly executed as aforesaid, and the
      parties further agree that the provisions of this Paragraph may not be waived
      except as herein set forth. Failure of the Corporation to exercise or otherwise
      act with respect to any of its rights hereunder in the event of a breach of
      any
      of the terms or conditions hereof by Employee shall not be construed as a waiver
      of such breach nor prevent the Corporation from thereafter enforcing strict
      compliance with any and all of the terms and conditions hereof.

     

    12. Assignability.
      This
      Agreement may be assigned by the Corporation to another entity which purchases
      substantially all of the assets of the Corporation or acquires a majority of
      the
      stock of the Corporation. The services to be performed by Employee hereunder
      are
      personal in nature and, therefore, Employee shall not assign Employee's rights
      or delegate Employee's obligations under this Agreement, and any attempted
      or
      purported assignment or delegation not herein permitted shall be null and
      void.

     

    13. Successors.
      Subject
      to the provisions of paragraph 12, this Agreement shall be binding upon and
      shall inure to the benefit of the Corporation and Employee and their respective
      heirs, executors, administrators, legal administrators, successors and
      assigns.

     

    14. Notices.
      Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be deemed to have been given if delivered personally, by
      over-night courier, or by certified or registered mail, return receipt
      requested, if to the Corporation, to:

     

    
      	 	
              Ronald
                S. Saks, President

            
	 	
              LMI
                AEROSPACE, INC.

            
	 	
              P.O.
                Box 900

            
	 	
              St.
                Charles, MO 63302-0900

            


    

    


    


    and,
      if
      to Employee, to:

    


    
      	 	
              Robert
                T. Grah

            
	 	 
	 	 


    

    


    


    or
      to
      such other address as may be specified by either of the parties in the manner
      provided under this paragraph 14.

     

    15. Construction.
      This
      Agreement shall be deemed for all purposes to have been made in the State of
      Missouri and shall be governed by and construed in accordance with the laws
      of
      the State of Missouri, notwithstanding either the place of execution hereof,
      nor
      the performance of any acts in connection herewith or hereunder in any other
      jurisdiction.

     

    16. Venue.
      The
      parties hereto agree that any suit filed arising out of or in connection with
      this Agreement shall be brought only in the United States District Court for
      the
      Eastern District of Missouri, unless that court lacks jurisdiction, in which
      case such action shall be brought only in the Circuit Court for St. Louis
      County, Missouri.

     

    17. Disclosure
      of Existence of Agreement.
      To
      preserve the Corporation’s rights under this Agreement, the Corporation may
      advise any third party of the existence of this Agreement and its terms, and
      the
      Employee specifically releases and agrees to indemnify and hold the Corporation
      harmless from any liability for doing so.

     

    18. Opportunity
      to Review.
      Employee
      hereby represents and warrants that he has had an opportunity to review this
      Agreement and ask the Corporation questions about the Agreement, and understands
      the meaning and effect of each paragraph of this Agreement.

     

    The
      parties have executed this Agreement as of January 1, 2006.

     

    


    
      	 	
              LMI
                AEROSPACE, INC.

            
	 	 
	 	
              ("Corporation")

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Ronald S. Saks

            
	 	 	
              Ronald
                S. Saks, President

            
	 	 
	 	 
	 	
              /s/
                Robert T. Grah

            	
              1/6/06

            
	 	
              Robert
                T. Grah

            
	 	
              ("Employee")