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                                                                   EXHIBIT 10.17


                          EXECUTIVE SEVERANCE AGREEMENT


         This EXECUTIVE SEVERANCE AGREEMENT ("Agreement") has been executed as
of the 8th day of November, 1999 between DONALD H. NONNENKAMP ("Executive") and
LaBARGE, INC., a Delaware corporation (the "Company").

       WHEREAS, Executive is the Vice President and Chief Financial Officer of
the Company; and

       WHEREAS, the Company is willing, subject to the terms of this Agreement,
to provide certain benefits to the Executive in the event of termination of his
employment following a Change of Control (as defined below);

       THEREFORE, the parties agree as follows:

       1.     Certain Definitions. For purposes of this Agreement the following
words shall have the following meanings:

              (a)    "Board" shall mean the Board of Directors of the Company.

              (b)    "Change of Control" shall mean:

                     (i)    The purchase or other acquisition by any person,
              entity or group of persons, within the meaning of Section 13(d) or
              14(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act") (excluding, for this purpose, (i) the Company or
              its subsidiaries, (ii) any employee benefit plan of the Company or
              its subsidiaries or (iii) Pierre L. LaBarge, Jr., Craig E. LaBarge
              or the spouse or lineal descendants of Craig E. LaBarge), of
              beneficial ownership (within the meaning of Rule 13d-3 promulgated
              under the Exchange Act) of 20% or more of either the
              then-


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              outstanding shares of common stock of the Company or the combined
              voting power of the Company's then-outstanding voting securities
              entitled to vote generally in the election of directors; or

                     (ii)   When individuals who, as of the date hereof,
              constitute the Board of Directors of the Company (the "Board" and,
              as of the date hereof, the "Incumbent Board") cease for any reason
              to constitute at least a majority of the Board, provided that any
              person who becomes a director subsequent to the date hereof whose
              election or nomination for election by the Company's shareholders,
              was approved by a vote of at least a majority of the directors
              then comprising the Incumbent Board (other than an individual
              whose initial assumption of office is in connection with an actual
              or threatened election contest relating to the election of the
              directors of the Company, as such terms are used in Rule 14a-11 of
              Regulation 14A promulgated under the Exchange Act) shall be, for
              purposes of this section, considered as though such person were a
              member of the Incumbent Board; or

                     (iii)   Approval by the stockholders of the Company of (a)
              a reorganization, merger or consolidation, in each case with
              respect to which persons who were the stockholders of the Company
              immediately prior to such reorganization, merger or consolidation
              do not, immediately thereafter, own more than 50% of,
              respectively, the common stock and the combined voting power
              entitled to vote generally in the election of directors of the
              reorganized, merged or consolidated corporation's then-outstanding
              voting securities, or (b) a liquidation or dissolution of the
              Company or of the sale of all or substantially all of the assets
              of the Company.


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         Notwithstanding the foregoing, an isolated sale, spin-off, joint
         venture or other business combination by the Company, which involves
         one or more divisions or subsidiaries of the Company and is approved by
         a majority vote of the incumbent Board, shall not be deemed to be a
         Change of Control.

              (c)    "Code"shall mean the Internal Revenue Code of 1986, as
         amended.

              (d)    "Effective Date" shall mean the first date on which a
         Change of Control occurs, or such earlier date as the Human Resources
         Committee of the Board may determine with respect to the Executive.
         Anything in this Agreement to the contrary notwithstanding, if the
         Executive's employment with the Company is terminated and if such
         termination of employment (i) was at the request of a third party who
         has taken steps reasonably calculated to affect a Change of Control, or
         (ii) otherwise arose in connection with, or in anticipation of, a
         Change of Control, then for all purposes of this Agreement the
         "Effective Date" shall mean the date immediately prior to the date of
         such termination of employment.

              (e)    "Employment Period" shall mean the period commencing on the
         Effective Date and ending on the first anniversary of such date.

              (f)    "Fiscal Year" shall mean the fiscal year of the Company.

         2.   Terms of Employment.

              (a)    Location and Duties.

                     (i)   The Company shall keep the Executive in its employ
              for the Employment Period. During the Employment Period, the
              Executive's services shall be required to be performed at the
              location where the Executive was employed







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              immediately preceding the Effective Date, or at any office or
              location less than 50 miles from such location.

                     (ii)    During the Employment Period, and excluding any
              periods of vacation and sick leave to which the Executive is
              entitled, the Executive will be expected to devote reasonable
              attention and time during normal business hours to the business
              and affairs of the Company and, to the extent necessary to
              discharge the responsibilities assigned to the Executive, to use
              the Executive's reasonable beat efforts to perform faithfully and
              efficiently such responsibilities. During the Employment Period it
              shall not be a violation of this Agreement for the Executive to
              (A) serve on corporate, civic or charitable boards or committees,
              (B) deliver lectures, fulfill speaking engagements or teach at
              educational institutions and (C) manage personal investments, so
              long an such activities do not significantly interfere with the
              performance of the Executive's assigned responsibilities. To the
              extent that any such activities have been conducted by the
              Executive prior to the Effective Date, the continued conduct of
              such activities (or the conduct of activities similar in nature
              and scope thereto) subsequent to the Effective Date shall not
              hereafter be deemed to interfere with the performance of the
              Executive's responsibilities to the Company.

              (b)    Compensation. During the Employment Period, unless his
         employment is earlier terminated pursuant to Section 3, the Executive
         shall receive:

                     (i)     Base Salary. A minimum base salary ("Base Salary"),
              which shall be paid at a monthly rate, in an amount not less than
              the annualized monthly base salary rate paid or payable to the
              Executive during the month immediately preceding the



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              month in which the Effective Date occurs, including any base
              salary which was earned but payment of which was deferred and any
              base salary which was paid or payable to the Executive by the
              Company and its affiliated companies. As used in this Agreement,
              the term "affiliated companies" shall include any company directly
              or indirectly controlled by, controlling or under common control
              with the Company.

                     (ii)    Annual Bonus. A minimum annual bonus ("Annual
              Bonus") in cash, payable in accordance with past practices of the
              Company, calculated by multiplying the Base Salary defined in
              Section 2(b)(i) times the Average Annual Bonus Percentage. The
              "Average Annual Bonus Percentage" is the average of the
              percentages of the Executive's Base Salary earned in a Fiscal Year
              represented by his annual bonus earned in respect of that Fiscal
              Year from the Company or its affiliated companies for each of the
              five Fiscal Years most recently ended, after disregarding the
              highest and lowest of such percentages; if the Executive has been
              employed by the Company for three years or less, the Average
              Annual Bonus Percentage is the average of the percentages of the
              Executive's Base Salary earned in a Fiscal Year represented by his
              Annual Bonus earned in respect of that Fiscal Year from the
              Company or its affiliated companies for each of the three Fiscal
              Years most recently ended. If the Executive has been employed by
              the Company for less than one year, the Executive will be entitled
              to the Bonus, if any, to which he would otherwise be entitled
              irrespective of the terms of this Agreement.

                     (iii)   Benefits. All pension, welfare and other employee
              benefits, fringe benefits and perquisites in amounts and on terms
              not less favorable than those to





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              which the Executive was entitled on the Effective Date, subject
              only to benefits reductions within the scope of Section 3(c)( i).


         3.   Termination of Employment.

              (a)    Death or Disability. The Executive's employment shall
         terminate automatically upon the Executive's death during the
         Employment Period. If the Company determines in good faith and as set
         forth below that the Disability of the Executive has occurred or is
         continuing during the Employment Period, it may give to the Executive
         written notice of its intention to terminate the Executive's
         Employment. In such event, the Executive's employment with the Company
         shall terminate effective on the 30th day after receipt of such notice
         by the Executive (the "Disability Effective Date"), provided that,
         within the 30 days after such receipt, the Executive shall not have
         returned to full-time performance of the Executive's duties. For
         purposes of this Agreement, "Disability" shall mean the absence of the
         Executive from the Executive's duties with the Company on a full-time
         basis for 180 consecutive business days as a result of incapacity due
         to mental or physical illness which is determined to be total, and
         permanent by a physician selected by the Company or its insurers and
         acceptable to the Executive or the Executive's legal representative
         (such agreement as to acceptability not to be withhold unreasonably).


              (b)    Cause. The Company may terminate the Executive's employment
         during the Employment Period for Cause. For the sole and exclusive
         purposes of this Agreement, "Cause" shall mean:

                     (i)    The willful and continued failure of the Executive
              to perform substantially the Executive's duties with the Company
              or one of its affiliates (other





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              than any such failure resulting from incapacity due to physical or
              mental illness), after a written demand for such performance is
              delivered to the Executive by the Board or the Chief Executive
              Officer of the Company which specifically identifies the manner in
              which the Board or Chief Executive Officer believes that the
              Executive has not substantially performed the Executive's duties,
              or

                     (ii)    The willful engaging by the Executive in (A)
              illegal conduct (other than minor traffic offenses), or (B)
              conduct which is in breach of the Executive's fiduciary duty to
              the Company and which is demonstrably injurious to the Company,
              its reputation or its business prospects.

         For purposes of this provision, no act or failure to act on the part of
         the Executive shall be considered "willful" unless it is done, or
         omitted to be done, by the Executive in bad faith or without reasonable
         belief that the Executive's action or omission was in the best
         interests of the Company. Any act, or failure to act, based upon
         authority given pursuant to a resolution duly adopted by the Board or
         upon the instructions of the Chief Executive Officer of the Company or
         based upon the advice of counsel for the Company shall be conclusively
         presumed to be done, or omitted to be done, by the Executive in good
         faith and in the best interests of the Company. The cessation of
         employment of the Executive shall not be deemed to be for Cause unless
         and until there shall have been delivered to the Executive a copy of a
         resolution duly adopted by the affirmative vote of not less than
         three-quarters of the entire membership of the Board at a meeting of
         the Board called and held for such purpose (after reasonable notice is
         provided to the Executive and the Executive is given an opportunity to
         be heard before the Board), finding that, in the good-faith opinion of
         the



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              Board, the Executive is guilty of the conduct described in
              subparagraph (i) or (ii) above, and specifying the particulars
              thereof in detail.

                     (c)   Good Reason. The Executive may voluntarily terminate
              his employment for Good Reason. For the sole and exclusive
              purposes of this Agreement, "Good Reason" shall mean:

                           (i)   any failure by the Company to comply with any
                     of the provisions of this Agreement, other than an isolated
                     failure not occurring in bad faith and which is remedied by
                     the Company promptly after receipt of notice thereof given
                     by the Executive and other than a failure to comply with
                     Section 2(b)(iii) solely by reason of a reduction in
                     benefits that applies to all salaried employees who are
                     exempt from the wage and hour provisions of the Fair Labor
                     Standards Act;

                           (ii)   the Company's requiring the Executive to be
                     based at any office or location other than an provided in
                     Section 2(a)(i);

                           (iii)  any purported termination by the Company of
                     the Executive's employment otherwise than as expressly
                     permitted by this Agreement; or

                           (iv) any failure by the Company to comply with and
                     satisfy Section 9(c).

                     (d)   Notice of Termination. Any termination of employment
              hereunder shall be communicated by Notice of Termination to the
              other party hereto given in accordance with Section 10(c). For
              purposes of this Agreement, a "Notice of Termination" means a
              written notice which (i) indicates the specific termination
              provision in this Agreement relied upon, (ii) to the extent
              applicable, sets forth in reasonable detail the facts and
              circumstances claimed to provide a basis for termination of the
              Executive's employment under the




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              provision so indicated and (iii) if the Date of Termination (as
              defined below) is other than the date of receipt of such notice,
              specifies the termination date (which date shall be not more than
              90 days after the giving of such notice). Any failure by the
              Executive or the Company to set forth in the Notice of Termination
              any fact or circumstance which contributes to a show of Good
              Reason or Cause shall not waive any right to the Executive or the
              Company, respectively, hereunder or preclude the Executive or the
              Company, respectively, from asserting such fact or circumstance in
              enforcing the Executive's or the Company's rights hereunder.

                     (e)   Date of Termination. "Date of Termination" means (i)
              if the Executive's employment is terminated by the Company for
              Cause, or by the Executive for Good Reason, the date of receipt of
              the Notice of Termination or any later date specified therein, as
              the case may be, (ii) if the Executive's employment is terminated
              by the Company other than for Cause or Disability, the Date of
              Termination shall be the date 90 days after the date on which the
              Company notifies the Executive of such termination and (iii) if
              the Executive's employment is terminated by reason of death or
              Disability, the Date of Termination shall be the date of death of
              the Executive or the Disability Effective Date, an the case may
              be.

              4.     Obligations of the Company Upon Termination.

                     (a)   Good Reason; Other Than for Cause, Death or
              Disability. If, during the Employment Period, the Company shall
              terminate the Executive's employment other than for Cause or
              Disability or the Executive shall terminate employment for Good
              Reason:

                           (i)   The Company shall pay to the Executive in a
                     lump sum in cash within 30 days after the Date of
                     Termination the aggregate of the following amounts:





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                                 (A)   To the extent not theretofore paid, the
                           Executive's current base salary; plus

                                 (B)   All previously deferred base salary,
                           bonuses and other compensation (together with any
                           accrued interest thereon) not yet paid by the
                           Company; plus

                                 (C)   A bonus equal to the Base salary earned
                           from the beginning of the Fiscal Year in which the
                           termination occurred to the Date of Termination
                           multiplied by the Average Annual Bonus Percentage
                           defined in Section 2(b)(ii); plus

                                 (D)   The product of three (3) times Final
                           Compensation. "Final Compensation" is the sum of (x)
                           the Base Salary defined in Section 2(b)(i), plus (y)
                           the Average Annual Bonus Percentage defined in
                           Section 2(b)(ii) multiplied by such Base Salary; plus

                                 (E)   Vacation pay equal to Final Compensation
                           per day multiplied by the number of days of earned
                           vacation not taken as of the Date of Termination.

                           (ii)  The Company shall continue to provide to the
                     Executive, or reimburse the Executive for the cost of, all
                     medical, hospitalization, disability, [DENTAL, LIFE
                     INSURANCE, CLUB MEMBERSHIP AND AUTOMOBILE BENEFITS], in
                     amounts and on terms not less favorable than those to which
                     the Executive was entitled on the Date of Termination, for
                     three years after the Date of Termination, and shall pay or
                     provide any other amounts or benefits required by law to be
                     paid or provided to the Executive



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                     or which the Executive is entitled to receive under any
                     Agreement, program, policy, practice, contract or agreement
                     of the Company or any of its affiliated companies.

                           (iii)   If the aggregate amounts under (i) above are
                     not paid to the Executive when due, interest thereon shall
                     accrue and be paid to the Executive at the rate of the
                     lesser of (A) 15% per annum, compounded monthly or (B) the
                     maximum rate allowed by law.

                           (iv)    As a condition of receiving payments and
                     benefits under this Section 4(a), the Executive must
                     provide the Company with a release, satisfactory to the
                     Company in its sole discretion, of all claims, charges and
                     causes of action the Executive may have arising out of or
                     relating in any way to the Executive's employment by the
                     Company and its affiliated companies and the termination of
                     such employment, including, but not limited to, ADEA
                     waivers.

                     (b)   Termination in Other Cases. If the Executive's
              employment is terminated during the Employment Period by reason of
              the Executive's death or Disability, for Cause, or as a result of
              the Executive's termination thereof without Good Reason, this
              Agreement shall terminate with respect to the Executive without
              further obligations to the Executive or the Executive's legal
              representative under this Agreement.

              5.     Non-exclusivity of Rights. Nothing shall herein limit or
         otherwise affect such rights as the Executive may have under any other
         contract or agreement with the Company or any of its affiliated
         companies or by law. Amounts which are vested benefits or which the
         Executive is otherwise entitled to receive under any other Agreement,
         policy, practice or program of or any contract or agreement with the
         Company or any of its affiliated companies at or subsequent to the



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         Date of Termination shall be payable in accordance with its terms,
         unless explicitly modified by this Agreement.

              6.     No Obligation to Mitigate. The Company's obligation to make
         the payments provided for in this Agreement and otherwise to perform
         its obligations hereunder shall not be affected by any set-off,
         counterclaim, recoupment, defense or other claim, right or action which
         the Company may have against the Executive. Except as otherwise
         provided in this Section 6, in no event shall the Executive be
         obligated to seek other employment or take any other action by way of
         mitigation of the amounts payable to the Executive under any of the
         provisions of this Agreement and such amounts shall not be reduced
         whether or not the Executive obtains other employment. Notwithstanding
         the foregoing, if the Executive obtains other employment, the Company's
         obligation to provide medical, hospitalization, disability, [DENTAL OR
         LIFE INSURANCE] benefits under Section 4(a)(ii) shall be reduced to the
         extent such benefits are provided to the Executive as a result of such
         other employment.

              7.     Legal Expenses. The Company and its affiliated companies
         shall pay promptly upon submission of appropriate invoices, to the full
         extent permitted by law, all reasonable attorneys' fees and related
         expenses which the Executive reasonably deems necessary to incur in
         connection with any dispute with respect to the validity or
         enforceability of, or liability under, any provision of this Agreement
         (including without limitation any dispute as to the amount of any
         payment pursuant to this Agreement); provided, however, that if the
         Company is advised by independent counsel that it will probably prevail
         if the dispute is litigated on a motion for summary judgment, the
         Company may refrain from such payments so long as the Company actively
         pursues a decision on such motion, and it such motion is granted and
         becomes a final, non-appealable order, the Company shall have






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         no obligation under this Section 7 with respect to the Executive's
         attorneys' fees and related expenses in connection with such dispute.
         However, if such motion for summary judgment is denied and if such
         denial becomes a final, non-appealable order, the Company shall pay
         such attorneys' fees and related expenses, or, if the Executive has
         already paid such attorneys' fees and related expenses, the Company
         shall reimburse the Executive for such payment, together with interest,
         from the date of such payment to the date of reimbursement, at the rate
         of the lesser of (A) 15% per annum, compounded monthly or (B) the
         maximum rate allowed by law.

              8.     Provisions Relating to Taxation of Payments.

                     (a)   Anything in this Agreement to the contrary
              notwithstanding, in the event it shall be determined that any
              payment or distribution by the Company to or for the benefit of
              the Executive (whether paid or payable or distributed or
              distributable pursuant to the terms of this Agreement or
              otherwise) would be subject to the excise tax imposed by Section
              4999 of the Code (or any other provision of the Code relating to
              excise taxes or "excess parachute payments") or any interest or
              penalty is imposed on the Executive with respect to such excise
              tax, the Executive shall not be entitled to receive any additional
              payment in any amount to compensate for such tax, interest or
              penalty.

                     (b)   For purposes of this section, (i) "Payment" shall
              mean any payment or distribution in the nature of compensation to
              or for the benefit of the Executive, whether paid or payable
              pursuant to this Agreement or otherwise; (ii) "Present Value"
              shall mean such value determined in accordance with Section
              280G(d)(4) of the Code; and (iii) "Reduced Amount," shall mean the
              largest aggregate amount of Payments which results in no tax being
              imposed upon the Executive under Section 4999 of the Code.



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                     (c)   Anything in this Agreement to the contrary
              notwithstanding, in the event a certified public accounting firm
              designated by the Company (the " Accounting Firm") shall determine
              that receipt of all Payments would subject the Executive to tax
              under Section 4999 of the Code, it shall determine whether some
              amount of Payments would meet the definition of a "Reduced
              Amount." If the Accounting Firm determines that there is a Reduced
              Amount, the Payments under this Agreement shall be reduced so that
              the aggregate Payments shall equal such Reduced Amount. Any
              reduction of Payments shall be made out of the lump sum otherwise
              payable under Section 4(a)(i).

                     (d)   While it is the intention of the Company that the
              amount of Payments to the Executive shall result in the maximum
              aggregate amounts being paid to the Executive without the
              imposition of tax under Section 4999 of the Code, as a result of
              the uncertainty in the application of Section 4999 at the time of
              the initial determination by the Accounting Firm hereunder, it is
              possible that amounts will have been paid or distributed by the
              Company to or for the benefit of the Executive pursuant to this
              Agreement which should not have been so paid or distributed
              ("Overpayment") or that additional amounts which will have not
              been paid or distributed by the Company to or for the benefit of
              the Executive pursuant to this Agreement could have been so paid
              or distributed ("Underpayment"), in each case, consistent with the
              calculation of the Reduced Amount hereunder. In the event that the
              Accounting Firm, based either upon the assertion of a deficiency
              by the Internal Revenue Service against the Company or the
              Executive which the Accounting Firm believes has high probability
              of success or controlling precedent or other substantial
              authority, determines that an Overpayment has been made, any such
              Overpayment paid or distributed by the Company


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              to or for the benefit of the Executive shall be treated for all
              purposes as a loan ab initio to the Executive which the Executive
              shall repay to the Company together with interest at the
              applicable federal rate provided for in Section 787 2(f )(2) of
              the Code; provided, however, that no such loan shall be deemed to
              have been made and no amount shall be payable by the Executive to
              the Company if and to the extent such deemed loan and payment
              would not either reduce the amount on which the Executive is
              subject to tax under Section 1 and Section 4999 of the Code or
              generate a refund of such taxes. In the event that the Accounting
              Firm, based upon controlling precedent or other substantial
              authority, determines that an Underpayment has occurred, any such
              Underpayment shall be promptly paid by the Company to or for the
              benefit of the Executive together with interest at the applicable
              federal rate provided for in Section 7872(f)(2) of the Code.

              9.     Successors.

                     (a)    This Agreement shall inure to the benefit of and be
              enforceable by the Executive and the Executive's legal
              representative.

                     (b)    This Agreement shall inure to the benefit of and be
              binding upon the Company and its successors and assigns.

                     (c)    The Company shall require any successor (whether
              direct or indirect, by purchase, merger, consolidation, sale of
              assets or otherwise) to all or substantially all of the business
              and/or assets of the Company to assume expressly and agree to
              perform this Agreement in the same manner and to the same extent
              that the Company would be required to perform it if no such
              succession had taken place. As used in this Agreement, "Company"
              shall mean the Company as herein before defined and any successor
              to its business and/or



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              assets as aforesaid which assumes and agrees to perform this
              Agreement by operation of law, or otherwise.

              10.    Miscellaneous.

                     (a)    This Agreement shall be governed by and construed in
              accordance with the laws of the State of Missouri, without
              reference to principles of conflict of laws. The captions of this
              Agreement are not part of the provisions hereof and shall have no
              force or effect.

                     (b)    This Agreement may be amended, changed or ratified
              by the Company prior to the Effective Date in any manner by
              written notice to the Executive given in accordance with
              subparagraph (c) below; provided, however, that unless the first
              anniversary of the giving of such notice occurs prior to the
              Effective Date, no such amendment, change or modification adverse
              to the rights of the Executive hereunder shall become effective.
              This Agreement is intended to benefit and create a binding
              contractual relationship between the Executive and the Company,
              and to be enforceable by the Executive, with respect to the
              Executive, according to its terms.

                     (c)    All notices and other communications hereunder shall
              be in writing and shall be given by hand delivery to the other
              party or by registered or certified mail, return receipt
              requested, postage prepaid, addressed as follows:

                            If to the Executive:

                            At the current home address of the Executive
                            identified in the personnel records of the Company.





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                           If to the Company:
                           Mr. Craig E. LaBarge
                           Chief Executive Officer and President
                           LaBarge, Inc.
                           9900A Clayton Road
                           St. Louis, MO 63124

         Notices and communications shall be effective at the time they are
         given in the foregoing manner.

              (d)    The Company shall withhold from any amounts payable under
         this Agreement such Federal, state, local or foreign taxes as may be
         required to be withheld pursuant to any applicable law or regulation.


              (e)    The Executive's or the Company's failure to insist upon
         strict compliance with any provision hereof or any other provision of
         this Agreement or the failure to assert any right the Executive or the
         Company may have hereunder, including, without limitation, the right of
         the Executive to terminate employment for Good Reason of this
         Agreement, shall not be deemed to be a waiver of such provision or
         right or any other provision or right of this Agreement.

              (f)    Except as may otherwise be provided under any other written
         agreement between the Executive and the Company the employment of the
         Executives by the Company is "at will" and, prior to the Effective
         Date, the Executive's employment may be terminated by either the
         Executive or the Company, in which case the Executive shall have no
         further rights under this Agreement.






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         IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.

                                    LABARGE, INC.


                                    By: /s/ Craig E. LaBarge
                                        ---------------------------------------
                                        Craig E. LaBarge
                                        Chief Executive Officer and President



                                        /s/ Donald H. Nonnenkamp
                                        ---------------------------------------
                                        DONALD H. NONNENKAMP





















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