RELOCATION EXPENSES AGREEMENT


                  This Relocation Expenses Agreement ("Agreement") is dated as
of February 16, 2004, between Aerospace Products International, Inc., a Delaware
corporation, 3778 Distriplex Drive North, Memphis, TN 38118 ("API"), and Paul J.
Fanelli, an individual, U.S. citizen, residing at______________________________
______________________________________________________("you").


                  Whereas and in additional consideration for you and the
Company entering into an Executive Employment Agreement contemporaneously
herewith, the parties hereby agree as follows with respect to your relocation to
the Memphis area:

         1. API will reimburse you for the reasonable expenses of one (1)
house-hunting trip from ______________ to the vicinity of Memphis, TN of no
more than seven days duration, for you and your spouse, for the purpose of the
selection of a personal residence. Such reimbursement will be paid only in
accordance with API's regular policies, guidelines, and procedures for such
expenses.

         2. API will provide and pay for Crye-Leike Relocation Services to
assist you with your relocation and house hunting needs. Please contact ________
___________________________________________

         3. While you are on initial assignment in the Memphis vicinity, API
will provide you with Temporary Living Expense Reimbursement, for yourself only,
for the earlier of either ninety (90) days or until your family's relocation is
completed. Such reimbursement shall include your reasonable expenses of lodging,
meals, local transportation, laundry, and other items, and shall be paid only in
accordance with API's regular policies and procedures for Temporary Living
Expense Reimbursement.

         4. API will reimburse you for the closing costs and expenses for your
purchase of a residence in the Memphis vicinity, to be paid only in accordance
with API's regular policies, guidelines, and procedures for such expenses.

         5. API will pay to you a maximum of $3,000 to cover licenses, fees, and
other out-of-pocket expenses, not otherwise reimbursed, related to your and your
family's relocation to Memphis, to be paid only in accordance with API's regular
policies, guidelines, and procedures for such expenses.

         6. API will pay you a tax gross-up for the above benefits, to the
extent such expenses are not a deductible on your personal income tax return, if
and as applicable, but only in accordance with API's regular policies,
guidelines, and procedures for such gross-up payments.

         7. API will not pay for or reimburse you for:

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                  a. The costs of moving your personal effects or vehicles to
         the Memphis vicinity, which you have represented is the obligation of
         your prior employer; or


                  b. Attorneys fees or real estate brokerage commissions in
         connection with the purchase of a residence in the Memphis vicinity; or

                  c. Any costs associated with the sale of your present
         residence or other property.

         8. You will repay to API the full gross amount of any and all expenses
paid on your behalf or reimbursed to you by API pursuant to this Relocation
Expenses Agreement, including any tax liability or expenses, if within twelve
(12) months of your hire/transfer date (as indicated in records maintained in
Human Resources), you employment with API is terminated for any of the following
reasons:

                  a. You fail for any reason under your control to commence
         employment at API by February 29, 2004; or.

                  b. You for any reason voluntarily cause your employment with
         API to be terminated pursuant to Section IV.4 of your Executive
         Employment Agreement with API; or

                  c. You are discharged for Cause, as defined in Section IV.1(a)
         of your Executive Employment Agreement with API.

         9. If any repayment is required pursuant to Section 8 above, API may
elect to deduct any amount due to be repaid from any final wages, vacation pay,
commissions, bonus, or other compensation or payment due to you, unless
otherwise prohibited by law. If there is further repayment required, you shall
upon request elect in writing one of the following repayment options:

         a. A lump sum payment within sixty (60) days after the date of
         termination of employment; or

         b. An installment payment plan in equal monthly payments for a term not
         to exceed one (1) year. No interest will be charged as long as payments
         are made fully and timely.

         10. In the event of any  delinquency in repayment  which continues for
more than thirty days, API may declare the entire  repayments  balance to be due
and owing immediately.  Thereafter, the balance of your repayment obligations to
API shall bear  interest  from the initial due date,  at the rate of the current
prime rate, for all principal and interest  which remains due and unpaid,  until
paid in full. You further agree to pay all the expenses,  costs,  and reasonable
attorney fees of collection of your  repayment  obligations.  You understand and
agree that your failure to make  repayments  as provided  herein and related tax
liability will be reported to credit reporting  agencies and may have a negative
effect on your credit rating.

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         This Relocation Expenses Agreement does not guarantee your employment
for a specific period of time. The Term and other terms and conditions of your
employment remain governed solely by your Executive Employment Agreement.

         The parties hereto hereby incorporate herein all of the provisions,
terms and conditions of Section V of the Executive Employment Agreement between
them, as though such Section V were fully written out herein.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

AEROSPACE PRODUCTS INTERNATIONAL INC.
a Delaware corporation


By:  /s/ Gerald E. Schlesinger
   ---------------------------------
Title:  President


PAUL J. FANELLI
an individual

/s/ Paul J. Fanelli
------------------------------------



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