EMPLOYMENT AGREEMENT

         TEMPCO   ENGINEERING,   INC.,  f/k/a  METAL  CORPORATION,   a  Missouri
corporation (the "Corporation"), and Ernest R. Star ("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.

         2. Term of Employment.  The Employee's  employment under this Agreement
shall  commence on April 1, 2001 and shall  terminate  on December 31, 2003 (the
"Initial Term") unless sooner  terminated as herein set forth.  After expiration
of the Initial  Term,  and  subject to the  termination  provisions  hereinafter
contained,  this Agreement shall be automatically  renewed as of January 1, 2004
and each January 1 thereafter  (each such renewal period year being  hereinafter
referred to as a "Renewal Term");  provided that neither party has given written
notice to the other party of its election not to renew at least 60 days prior to
the renewal date.  (The Initial Term,  together with any and all renewal  Terms,
being  hereinafter  sometimes  collectively  referred  to as the  "Term  of this
Agreement").

         3. Termination of Employment.

         Employee's  employment  with  Corporation  may be  terminated  upon the
earlier occurrence of any of the following events:

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

         (b) Upon the death of the Employee;

         (c) 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  reasonably  and  in  good  faith  requested  to do so by the
Corporation's  Board  of  Directors.  Corporation  shall  ensure  that  Employee
promptly  receives a copy of all reports and opinions issued as a result of such
examination.  If the Corporation elects to terminate the employment relationship
on this basis, the Corporation  shall notify the Employee in writing  specifying
in detail the reason for the termination and  concurrently  provide Employee all
reports and opinions issued by medical and psychological  professionals  used as
the basis for the termination decision.  Such termination shall become effective
thirty (30) days after the date that such  notification  is given,  during which
time  Corporation's  Board of  Directors  shall  in good  faith  reconsider  the
termination based upon any information Employee may provide);

         (d) 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  material  terms  of  this  Agreement  or of any  of  Employee's  duties  or
obligations hereunder,  or in the event the Corporation determines that Employee
is not performing the duties  required of him hereunder to the  satisfaction  of
the  Corporation.  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;

         (e) At the  Corporation's  option,  without any advance notice,  in the
event that the Employee engages in material conduct which, in the opinion of the
Corporation's  Board  of  Directors  after  a  good  faith  investigation,   (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

         (f) 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.

Upon  termination  of employment  for any reason,  Employee shall be entitled to
receive only the Base Salary (as that term is hereinafter  defined)  accrued but
unpaid as of the date of  termination  and shall not be entitled  to  additional
compensation except as expressly provided in this Agreement.

         4. Duties of Employee.

         (A) Employee  shall serve as General  Manager of the  Corporation or in
such other positions of similar or higher stature and  responsibility  as may be
determined  by the Board of Directors  of the  Corporation,  and Employee  shall
perform such duties on behalf of the Corporation, 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.  Notwithstanding the foregoing, Employee shall not
be required  to work at or from a location  other than the  Burbank,  California
area for more than forty-five (45) days in any calendar year.

         (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  President  of  LMI  Aerospace,  Inc.,  the  Parent  Corporation  of the
Corporation  (hereinafter  "Parent  Corporation"),  which  consent  shall not be
unreasonably withheld or delayed.

         5. Compensation.

         (A) During the term of this Agreement the Corporation  shall compensate
Employee for  Employee's  services  rendered  hereunder by paying to Employee an
annual salary (the "Base  Salary") of One Hundred  Forty-Five  Thousand and Five
Hundred  Dollars   ($145,500.00),   less  any  authorized  or  required  payroll
deductions.  Beginning in January 1, 2003,  Employee's  Base Salary shall be One
Hundred  Fifty-Four  Thousand Five Hundred Dollars  ($154,500).  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 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 Net Income" (as that
term is hereinafter  defined) is above the baseline as shown below,  and/or (ii)
the Parent Corporation's Annual Net Income (including the Corporation's) is more
than the  baseline as shown below,  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)  3% of the  Corporation's  Annual  Net  Income  in excess of Three
               Million Dollars  ($3,000,000.00)  up to a maximum bonus amount of
               Forty-Eight Thousand Dollars  ($48,000.00),  except for year 2001
               for which the maximum bonus amount is Thirty-Six Thousand Dollars
               ($36,000.00).  In  year  2001  only,  Annual  Net  Income  of the
               Corporation will be based on the  Corporation's Net Income earned
               during the nine month period  beginning  April 1, 2001 and ending
               December 31, 2001,  annualized to 12 months and pro-rated at 75%.
               In subsequent years, the Corporation's  Annual Net Income will be
               based on the twelve month period beginning  January 1, and ending
               December 31;

               plus

          (2)  1% of the Parent's  Annual Net Income  (including  the Annual Net
               Income of the  Corporation)  that is in  excess  of Five  Million
               Dollars   ($5,000,000.00)   up  to  a  maximum  bonus  amount  of
               Twenty-Four Thousand Dollars  ($24,000.00),  except for year 2001
               for which the maximum bonus amount is Eighteen  Thousand  Dollars
               ($18,000). In 2001 only, the Annual Net Income of the Parent will
               be based on the Parent's Net Income  earned during the nine month
               period  beginning  April 1, 2001 and ending  December  31,  2001,
               annualized to 12 months and prorated at 75%. In subsequent years,
               the Parent's  Annual Net Income will be based on the twelve month
               period beginning January 1, and ending December 31.

In the event the  Corporation's  Annual Net Income for any given  fiscal year is
less than Three  Million  Dollars  ($3,000,000.00),  the  Employee  shall not be
entitled to a Corporation Performance Bonus with respect to such fiscal year. In
the event the Parent's  Annual Net Income for any given fiscal year is less than
Five Million  Dollars  ($5,000,000.00),  the Employee shall not be entitled to a
Parent  Performance  Bonus with  respect to such  fiscal  year.  Notwithstanding
anything  contained  herein  to  the  contrary,  in  the  event  the  sum of the
Employee's Corporation  Performance Bonus plus the Employee's Parent Performance
Bonus  with  respect  to a fiscal  year plus the  Employee's  benefit  under all
performance/production  incentive  programs  of the  Corporation  in  which  the
Employee  is  entitled  to a bonus  ("Incentive  Benefit")  for such fiscal year
exceeds Seventy-Two Thousand Dollars ($72,000.00),  the amount of the Employee's
Performance  Bonus  for  such  year  shall  be  reduced  so that  the sum of the
Performance Bonus and the Incentive Benefit equals Seventy-Two  Thousand Dollars
($72,000.00). For year 2001 only, the amount of the Employee's Performance Bonus
for such year shall be reduced so that the sum of the Performance  Bonus and the
Incentive Benefit equals Fifty-Four Thousand Dollars ($54,000.00).

For purposes of the  calculation of the  Performance  Bonus,  the  Corporation's
"Annual Net Income" means the consolidated net profit of the Corporation,  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 formula bonuses paid pursuant to employment contracts, and (b)
federal  and  state  income  tax.  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.

For purposes of the calculation of the Performance  Bonus,  the Parent's "Annual
Net  Income"  means  the   consolidated   net  profit  of  the  Parent  and  its
subsidiaries,  for a given fiscal year, as determined by the firm of independent
certified public accountants  providing  auditing services to the Parent,  using
generally accepted accounting  principles  consistently  applied, and calculated
without  regard to (a) any bonus paid to the Parent's  Chairman of the Board and
any formula bonuses paid pursuant to employment  contracts,  and (b) federal and
state income tax. The Corporation  shall pay to Employee any  Performance  Bonus
due the Employee hereunder not later than fifteen (15) days after the receipt by
the Parent of its annual audited financial statements,  which the Parent expects
to receive  within  ninety  (90) days after the end of each  fiscal  year of the
Parent.

Any  Performance  Bonus due the  Employee  hereunder  shall be deemed  earned if
Employee is employed  as of  December  31 of the fiscal year  notwithstanding  a
later termination of employment.

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

         6.  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.  All
such  expenses  paid by Employee  will be  reimbursed  by the  Corporation  upon
presentation  by  Employee  of an  itemized  account  of  such  expenditures  in
accordance  with the  Corporation's  policy  for  verifying  such  expenditures.
Employee  shall  retain  for his own  personal  use any  benefits  earned  while
traveling for business as frequent flier miles and frequent hotel stay programs.

         7. 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 on the same basis as other salaried  employees of
the  Corporation  at the  same  or  similar  level  as  Employee  so long as the
Corporation continues to provide such programs and benefits to such employees at
the same or similar  level.  Employee  acknowledges  that such  programs and the
benefits  offered  thereunder  may be  changed,  replaced or  eliminated  by the
Corporation in the future, consistent with changes, replacements or eliminations
made in such programs to other  salaried  employees at the same or similar level
of the Corporation.

         (B)  Employee  is expected to work as many hours as required to perform
his job and to the extent his duties are satisfied,  he may be permitted to take
up to four (4) weeks vacation  subject to the consent of the President of Parent
Corporation.  Starting on January 1, 2002,  and on each  January 1st  thereafter
that Employee remains employed by the Corporation  pursuant to the terms of this
Agreement,  Employee  shall be entitled  to receive an amount  equal to four (4)
weeks of his then Base Salary as vacation pay.  During  calendar year 2002,  and
during each calendar year thereafter in which Employee  remains  employed by the
Corporation pursuant to this Agreement,  Employee's Base Salary shall be reduced
by an amount equal to the Employee's Base Salary divided by 365 days,  times the
number of days of the four (4) weeks of vacation  Employee takes as permitted by
this Section 7(B). Any adjustment made to the Employee's Base Salary pursuant to
this  section  shall be made in  accordance  with the  payroll  policies  of the
Corporation in effect from time to time.

         (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.

         8.  Documents.   Upon  cessation  of  Employee's  employment  with  the
Corporation,  for whatever  reason,  all company  property,  including,  but not
limited to, all  documents,  records  (including  without  limitation,  customer
records), books, notebooks,  records, personal notes, list of customers, and all
reproductions,  duplicates,  contracts  and  correspondence  pertaining  to  the
Corporation and/or Parent's customers,  statements or correspondence,  including
copies thereof,  relating to the business of the Corporation  and/or Parent 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 addition to any other remedies that it may have in law
or equity,  each of the parties may require an  accounting  and repayment of all
profits,  compensation,  remuneration  or other benefits  realized,  directly or
indirectly,  as a result of any breach of this Agreement. 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 a party shall not  constitute  a waiver of the right to pursue
other available remedies.

         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,  shall  continue in full force and
effect and shall be interpreted as if such invalid  agreements or covenants were
not contained herein.

         11. Entire Agreement.  This Agreement  constitutes the entire agreement
between the  Corporation  and the Employee  with  respect to the subject  matter
hereof  and  supersedes  all  prior  proposals,  negotiations,  representations,
communications,  writings,  outlines and agreements  between the Corporation and
the Employee with respect to the subject matter hereof, whether oral or written,
which shall be of no further force and effect.  No amendments to this Agreement,
except as expressly  provided  herein to the  contrary,  may be made except by a
writing signed by both parties.

         12. 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 a party 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 the other party shall not be
construed as a waiver of such breach nor prevent the other party from thereafter
enforcing strict compliance with any and all of the terms and conditions hereof.

         13.  Assignability.  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.

         14.  Successors.  Subject  to the  provisions  of  paragraph  13,  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.

         15.  Arbitration.  Except  as  otherwise  expressly  provided  in  this
Agreement, any controversy or claim arising out of or relating to this Agreement
or any other agreement contemplated  hereunder,  or the interpretation or breach
hereof or thereof, or any employment-related claim or controversy ("Claims") for
which there is a legal cause of action (whether or not statutorily  based) shall
be submitted to binding arbitration before the American Arbitration  Association
("AAA") in Los Angeles, California in accordance with the National Rules for the
Resolution  of  Employment  Disputes of the AAA and as  authorized by California
Code of Civil Procedure Section 1280 et seq.

The Claims covered by this paragraph include,  but are not limited to, claims of
wrongful or constructive discharge,  claims for wages or other compensation due,
claims for any breach of  contract or covenant  (express or  implied),  all tort
claims, claims for discrimination or harassment (including,  but not limited to,
race, sex,  pregnancy,  religion,  national  origin,  age,  marital  status,  or
disability), claims for benefits (except where a collectively bargained employee
benefit plan specifies that its claims  procedure  shall  culminate in an appeal
procedure  different  from this one),  and claims for  violation of any federal,
state,  or other  governmental  law,  statute,  regulation,  or ordinance.  This
includes the federal Age Discrimination In Employment Act, as amended, Title VII
of the Civil Rights Act of 1964 as amended,  the Americans with Disabilities Act
of  1990,  and  the  Equal  Pay Act of  1963,  as  amended,  among  other  anti-
discrimination statutes.

This provision does not restrict the Employee from filing a claim or charge with
any state or federal  agency,  for  example,  the Equal  Employment  Opportunity
Commission,  state  unemployment  agency,  state  workers'  compensation,  where
applicable.   In  addition,   claims  for  breach  of  written   non-competition
agreements,  non-solicitation  agreements or confidentiality  agreements are not
covered by this policy.

A single  arbitrator  shall  decide  the case and  shall in  writing  state  the
essential  findings of fact and  conclusions of law supporting any award. If the
parties cannot agree on selection of the arbitrator  within fifteen (15) days of
the date of a written  request  for  arbitration,  the  selection  shall be made
pursuant  to the AAA rules from the AAA's  panel of  arbitrators  familiar  with
employment disputes.

The parties  incorporate by this reference  California  Code of Civil  Procedure
Section 1283.05,  which gives the parties certain discovery rights.  Corporation
shall pay the arbitrator's fees and expenses,  AAA administrative  charges,  and
hearing room charges (if any) in connection with any such arbitration.

Either Party may obtain a copy of the  transcript  of the  proceedings  at their
expense or may tape  record the  proceedings.  In case of  conflict  between any
Party's tape recording and the official  transcript or the arbitrator's own tape
recording, the official transcript or, if none, the arbitrator's recording shall
be the only  legally  controlling  record.  Any  Party  shall  have the right to
request the arbitrator to correct the official transcript.

The arbitrator  will be empowered to apply any  applicable  statute and to award
damages, reinstatement and any other relief (s)he deems just and proper which is
provided in any statute applicable to the claim, including attorney's fees.

Each party shall have the right to file a post-hearing  brief. A judgment of any
court having jurisdiction may be entered on the arbitration award.

Both the  Employee  and the  Corporation  may be,  but are not  required  to be,
represented  by legal  counsel at the  arbitration.  Each party must  advise the
other in writing whether or not they intend to be represented by counsel and the
name of the counsel at least thirty (30) days in advance of the  commencement of
hearing.  If a party fails to provide  timely notice of the party's intent to be
represented  by  counsel,  the  other  party may move for a  continuance  of the
arbitration to seek legal  representation.  The failure to provide timely notice
shall  not  result in a loss of a party's  right to have a full  hearing  on the
merits.

The Parties specifically covenant and agree that should any of the provisions of
this  paragraph 15 be deemed too broad for such purpose,  said  provisions  will
nevertheless  be valid and  enforceable  to the extent  necessary  to effect the
parties' intention to submit their disputes to arbitration.

         16. 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 or mailed 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:

             Ernest R. Star
             11120 Eton Ave
             Chatsworth, California 91311

or to such other  address as may be  specified  by either of the  parties in the
manner provided under this paragraph 16.

         17. Choice of Law;  Jurisdiction  and Venue.  This  Agreement  shall be
governed  by and  interpreted  and  enforced  in  accordance  with the  internal
substantive laws of the State of California,  without regard to its conflicts of
law provisions or  interpretations  and  notwithstanding  the place of execution
hereof  or the  performance  of any  acts  under  this  Agreement  in any  other
jurisdiction.  Each party consents to the personal jurisdiction of the state and
federal  courts  located  in the State of  California  for  purpose of any suit,
action or other  proceeding  arising out of this Agreement,  waives any argument
that venue in any such forum is not  convenient and agrees that the venue of any
litigation  initiated by either of them in connection  with this Agreement shall
be in either the Superior Court of Los Angeles County, California, or the United
States  District  Court,  the  Western  Division  of  the  Central  District  of
California.

         18. Disclosure of Existence of Agreement.  To preserve their respective
rights  under this  Agreement,  the  parties  may advise any third  party of the
existence of this Agreement and its terms, and each party specifically  releases
and agrees to indemnify and hold the other party harmless from any liability for
doing so.

         19.  Opportunity to Review.  The Parties  hereby  represent and warrant
that they have had an  opportunity  to review this  Agreement  and consult their
respective attorneys about the Agreement,  and understand the meaning and effect
of each paragraph of this Agreement.

               THIS AGREEMENT  CONTAINS  A  BINDING  ARBITRATION  PROVISION.  BY
               SIGNING  THIS,  EMPLOYEE AGREES  TO ARBITRATE,  RATHER THAN GO TO
               COURT, TO ENFORCE  ANY EMPLOYMENT RIGHTS THAT EMPLOYEE MAY  HAVE.

         The parties have executed this Agreement as of April 2, 2001.


                                               TEMPCO ENGINEERING, INC. f/k/a
                                               METAL CORPORATION
                                               ("Corporation")

                                                By:  /s/ Ronald S. Saks
                                                     ---------------------------
                                                     Ronald S. Saks, President

                                                 /s/ Ernie R. Star
                                                -------------------------------
                                                Ernie R. Star  ("Employee")