SEVENTH AMENDMENT TO LOAN AGREEMENT


          THIS SEVENTH  AMENDMENT TO LOAN AGREEMENT  (this  "Amendment") is made
and entered into  effective as of November 30 2001, by and among LMI  AEROSPACE,
INC.,  formerly  known as Leonard's  Metal,  Inc., a Missouri  corporation,  LMI
FINISHING, INC., an Oklahoma corporation,  LEONARD'S METAL, INC., formerly known
as LMI Acquisition,  Inc., a Missouri  corporation,  PRECISE MACHINE COMPANY,  a
Missouri  corporation,  and TEMPCO  ENGINEERING,  INC., a Missouri  corporation,
formerly  known  as  Metal  Corporation  and  doing  business  in the  state  of
California as Metal  Corporation of Sun Valley,  as co-obligors and co-borrowers
and not as accommodation  parties (said corporations being jointly and severally
referred to herein as  "Borrower"),  and UNION PLANTERS  BANK,  N.A., a national
banking association, successor to Magna Bank, National Association ("Lender").

                                   WITNESSETH:

          WHEREAS,  Borrower and Bank have heretofore  entered into that certain
Loan Agreement  dated August 15, 1996 as amended by that certain First Amendment
to Loan Agreement dated January 15, 1997, that certain Second  Amendment to Loan
Agreement dated November 1, 1997, that certain Third Amendment to Loan Agreement
dated March 30, 2000,  that certain  Fourth  Amendment to Loan  Agreement  dated
October 30,  2000,  that certain  Fifth  Amendment  to and  Restatement  of Loan
Agreement  dated  April  2,  2001,  and that  certain  Sixth  Amendment  to Loan
Agreement dated October 30, 2001 (the "Loan Agreement"); and

          WHEREAS,  Borrower  and  Lender  desire  to  further  amend  the  Loan
Agreement in the manner hereinafter set forth;

          NOW,  THEREFORE,  in  consideration of the premises and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

          1. The definition of "Revolving  Credit Period" set forth in Section 2
of the Loan  Agreement  hereby is  deleted  in its  entirety  and the  following
substituted in lieu thereof:

               Revolving Credit Period shall mean the period commencing on March
          30, 1998 and ending May 31, 2003.

          2.  Borrower  hereby  agrees to  reimburse  Lender upon demand for all
out-of-pocket  costs and expenses  (including,  without  limitation,  reasonable
attorneys' fees and expenses) incurred by Lender in the preparation, negotiation
and  execution of this  Amendment and any and all other  agreements,  documents,
instruments and/or certificates relating to the amendment of Borrower's existing
credit facilities with Lender  (collectively,  the "Loan  Documents").  Borrower
further  agrees to pay or  reimburse  Lender  for (a) any  stamp or other  taxes
(excluding  income or gross receipts taxes) which may be payable with respect to
the execution,  delivery,  filing and/or recording of the Loan Documents and (b)
the cost of any filings and searches,  including,  without  limitation,  Uniform
Commercial  Code filings and searches.  All of the obligations of Borrower under
this paragraph  shall survive the payment of the Borrower's  Obligations and the
termination of the Loan Agreement.

          3. All  references in the Loan  Agreement to "this  Agreement" and any
other  references of similar import shall  henceforth mean the Loan Agreement as
amended by this Amendment.

          4. Except to the extent specifically amended by this Amendment, all of
the terms,  provisions,  conditions,  covenants,  representations and warranties
contained in the Loan Agreement shall be and remain in full force and effect and
the same are hereby  ratified and confirmed.  This amendment is an amendment and
continuation  of the Loan  Agreement  and is not a novation  thereof  nor of any
obligations of Borrower outstanding thereunder on the date hereof.

          5. This  Amendment  shall be binding  upon and inure to the benefit of
Borrower and Lender and their  respective  successors  and assigns,  except that
Borrower may not assign,  transfer or delegate any of its rights or  obligations
under the Loan Agreement, as amended by this Amendment.

          6. Each Borrower hereby represents and warrants to Lender that:

               (a) the execution,  delivery and  performance by such Borrower of
          this Amendment are within the corporate powers of such Borrower,  have
          been duly authorized by all corporate  action and require no action by
          or in  respect  o,  consent  of  or  filing  or  recording  with,  any
          governmental  or  regulatory  body,  agency or  official  or any other
          Person;

               (b) the execution,  delivery and  performance by such Borrower of
          this  Amendment  do not  conflict  with,  or result in a breach of the
          terms,  conditions or provisions  of, or constitute a default under or
          result in any violation of, the terms of the Articles of Incorporation
          or By-Laws of such  Borrower,  any applicable  law, rule,  regulation,
          order,  writ,  judgment  or  decree of any  court or  governmental  or
          regulatory  agency or  instrumentality  or any agreement,  document or
          instrument to which such Borrower is a party or by which such Borrower
          or any of its Property or assets is bound or to which such Borrower or
          its Property or assets is subject;

               (c) this  Amendment  has been duly executed and delivered by such
          Borrower and  constitutes the legal,  valid and binding  obligation of
          such Borrower enforceable against such Borrower in accordance with its
          terms, except as such  enforceability  maybe limited by (i) applicable
          bankruptcy,  insolvency or similar laws  affecting the  enforcement of
          creditors'  rights  generally  and (ii) general  principles  of equity
          (regardless  of  whether  such   enforceability  is  considered  in  a
          proceeding in equity or at law); and

               (d) as of the date of this Amendment,  all of the representations
          and  warranties  of Borrower set forth in the Loan  Agreement  and the
          Transaction  Documents  are true and correct in all material  respects
          and no Default or Event of Default  under or within the meaning of the
          Loan Agreement has occurred and is continuing.

          7.  In the  event  of  any  inconsistency  or  conflict  between  this
Amendment and the Loan Agreement, the terms, provisions and conditions contained
in this Amendment shall govern and control.

          8. This  Amendment  shall be governed by and  construed in  accordance
with  the  substantive  laws of the  State of  Missouri  (without  reference  to
conflict of law principles).

          9. ORAL  AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT OR TO
FORBEAR  FROM  ENFORCING  REPAYMENT OF A DEBT,  INCLUDING  PROMISES TO EXTEND OR
RENEW SUCH  DEBT,  ARE NOT  ENFORCEABLE.  TO PROTECT  BORROWER  AND LENDER  FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  REACHED BY BORROWER  AND
LENDER  COVERING SUCH MATTERS ARE CONTAINED IN THE LOAN  AGREEMENT AS AMENDED BY
THIS AMENDMENT AND THE OTHER AGREEMENTS, WHICH LOAN AGREEMENT AS AMENDED BY THIS
AMENDMENT AND OTHER  AGREEMENTS  ARE A COMPLETE AND  EXCLUSIVE  STATEMENT OF THE
AGREEMENTS BETWEEN BORROWER AND LENDER,  EXCEPT AS BORROWER AND LENDER MAY LATER
AGREE IN WRITING TO MODIFY THEM.


                       [SIGNATURE PAGE FOLLOWS THIS PAGE]


          IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Seventh
Amendment to Loan Agreement as of the date first written above.

                                  LMI AEROSPACE, INC. (formerly known as
                                  Leonard's Metal, Inc.)

                                  By:  /s/ Lawrence E. Dickinson
                                     -------------------------------------------
                                  Title: Chief Financial Officer
                                        ----------------------------------------

                                  LMI FINISHING, INC.

                                  By:  /s/ Lawrence E. Dickinson
                                     -------------------------------------------
                                  Title: Vice President
                                        ----------------------------------------

                                  LEONARD'S METAL, INC. (formerly known as
                                  LMI Acquisition, Inc.

                                  By:  /s/ Lawrence E. Dickinson
                                     -------------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------

                                  PRECISE MACHINE COMPANY

                                  By:  /s/ Lawrence E. Dickinson
                                     -------------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------

                                  TEMPCO ENGINEERING, INC. (formerly known as
                                  Metal Corporation)

                                  By:  /s/ Lawrence E. Dickinson
                                     -------------------------------------------
                                  Title:  Vice President
                                        ----------------------------------------


                                  UNION PLANTERS BANK, N.A.

                                  By:  /s/ Patricia A. O'Herin
                                     -------------------------------------------
                                  Title:  Executive Vice President
                                        ----------------------------------------