GENERAL TERMS AGREEMENT


                                     between


                               THE BOEING COMPANY


                                       and


                              LEONARD'S METAL, INC.


                                     Number
                                 BCA-65323-0221


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GENERAL TERMS AGREEMENT

                             GENERAL TERMS AGREEMENT
                                TABLE OF CONTENTS

SECTION                    TITLE
-------                    -----
1.0                        DEFINITIONS

2.0                        ISSUANCE OF PURCHASE ORDERS
                           AND APPLICABLE TERMS

2.1                        Issuance of Purchase Orders

2.2                        Acceptance of Purchase Orders

2.3                        Written Authorization to Proceed

2.4                        Rejection of Purchase Orders

3.0                        TITLE AND RISK OF LOSS

4.0                        DELIVERY

4.1                        Requirements
4.2                        Delay
4.3                        Notice of Labor Disputes

5.0                        ON-SITE REVIEW AND RESIDENT REPRESENTATIVES

5.1                        Review
5.2                        Resident Representatives

6.0                        INVOICE AND PAYMENT

7.0                        PACKING AND SHIPPING

8.0                        QUALITY ASSURANCE, INSPECTION
                           REJECTION AND ACCEPTANCE

8.1                        Controlling Document
8.2                        Seller's Inspection
8.3                        Boeing's Inspection and Rejection
8.4                        Federal Aviation Administration or
                           Equivalent Government Agency Inspection
8.5                        Retention of Records
8.6                        Source Inspection
8.7                        Language for Technical Information

9.0                        EXAMINATION OF RECORDS

10.0                       CHANGES

10.1                       General
10.2                       Model Mix

11.0                       PRODUCT ASSURANCE

12.0                       TERMINATION FOR CONVENIENCE

13.0                       EVENTS OF DEFAULT AND REMEDIES

14.0                       EXCUSABLE DELAY

15.0                       SUSPENSION OF WORK

16.0                       TERMINATION OR CANCELLATION: INDEMNITY AGAINST
                           SUBCONTRACTOR'S CLAIMS

17.0                       ASSURANCE OF PERFORMANCE

18.0                       RESPONSIBILITY FOR PROPERTY

19.0                       LIMITATION OF SELLER'S RIGHT TO ENCUMBER ASSETS

20.0                       PROPRIETARY INFORMATION AND ITEMS

21.0                       COMPLIANCE WITH LAWS

22.0                       INTEGRITY IN PROCUREMENT

23.0                       INFRINGEMENT

24.0                       BOEING'S RIGHTS IN SELLER'S, PATENTS COPYRIGHTS,
                           TRADE SECRETS AND TOOLING

<PAGE>

SECTION                    TITLE
-------                    -----

25.0                       NOTICES

25.1                       Addresses
25.2                       Effective Date
25.3                       Approval or Consent

26.0                       PUBLICITY

27.0                       PROPERTY INSURANCE

27.1                       Insurance
27.2                       Certificate of Insurance
27.3                       Notice of Damage or Loss

28.0                       RESPONSIBILITY FOR PERFORMANCE

28.1                       Subcontracting
28.2                       Reliance
28.3                       Assignment

29.0                       NON-WAIVER

30.0                       HEADINGS

31.0                       PARTIAL INVALIDITY

32.0                       APPLICABLE LAW

33.0                       AMENDMENT

34.0                       LIMITATION

35.0                       TAXES

35.1                       Inclusion of Taxes in Price
35.2                       Litigation
35.3                       Rebates

36.0                       FOREIGN PROCUREMENT OFFSET

37.0                       ENTIRE AGREEMENT/ORDER OF PRECEDENCE

37.1                       Entire Agreement
37.2                       Incorporated By Reference
37.3                       Order of Precedence
37.4                       Disclaimer


<PAGE>
                                    AMENDMENT

AMENDMENT
 NUMBER             DESCRIPTION                   DATE                APPROVAL
---------           -----------



<PAGE>

                             GENERAL TERMS AGREEMENT

                                   RELATING TO

                                 BOEING PRODUCTS


         THIS GENERAL TERMS AGREEMENT ("Agreement") is entered into as of August
______, 1998, by and between Leonard's Metal, Inc., a Missouri corporation, with
its  principal  office in St.  Charles,  Missouri,  ("Seller"),  and The  Boeing
Company, a Delaware corporation with its principal office in Seattle, Washington
acting  by and  through  its  division  the  Boeing  Commercial  Airplane  Group
("Boeing").

RECITALS

A.       Boeing produces commercial airplanes.

B.       Seller manufactures and sells certain goods and services for use in the
         production and support of such aircraft.

C.       Seller  desires  to sell and  Boeing  desires  to  purchase  certain of
         Seller's  goods and services in accordance  with the terms set forth in
         this Agreement.

         Now  therefore,  in  consideration  of the mutual  covenants  set forth
         herein, the parties agree as follows:

                                   AGREEMENTS

1.0      DEFINITIONS

         The  definitions  set forth below shall apply to the following terms as
         they are used in this  Agreements,  any Order,  or any related  Special
         Business- Provisions ("SBP"). Words importing the singular number shall
         also include the plural number and vice versa.

         (a)      "Customer"  means any owner,  operator or user of Products and
                  any other individual, partnership, corporation or entity which
                  has or acquires any interest in the Products from,  through or
                  under Boeing.

         (b)      "Derivative" means any new model airplane designated by Boeing
                  as a derivative of an existing Model  airplane and which:  (1)
                  has the same number of engines as the existing model airplane;
                  (2) utilizes  essentially the same  aerodynamic and propulsion
                  design, major assembly components, and systems as the existing
                  model   airplane   and  (3)   achieves   other   payload/range
                  combinations  by changes in body  length,  engine  thrust,  or
                  variations in certified gross weight.

         (c)      "Drawing"  means an automated or manual  depiction of graphics
                  or technical  information  representing  a Product or any part
                  thereof and which  includes the parts list and  specifications
                  relating thereto.

         (d)      "End Item Assembly"  means any Product which is described by a
                  single  part  number and which is  comprised  of more than one
                  component part.

         (e)      "FAA" means the United States Federal Aviation  Administration
                  or any successor agency thereto.

         (f)      "FAR" means the Federal  Acquisition  Regulations in effect on
                  the date of this Agreement.

         (g)      "Materiel Representative" means the individual designated from
                  time to time,  by Boeing as being  primarily  responsible  for
                  interacting  with  Seller  regarding  this  Agreement  and any
                  Order.

         (h)      "Order"  means  each  purchase  order  issued  by  Boeing  and
                  accepted  by Seller  under the terms of this  Agreement.  Each
                  Order is a contract between Boeing and Seller.

         (i)      "Product" means goods, including components and parts thereof,
                  services,  documents,  data, software,  software documentation
                  and other information or items furnished or to be furnished to
                  Boeing under any Order,  including Tooling except for Rotating
                  Use Tools.

         (j)      "Purchased on Assembly  Production  Detail Part (POA)" means a
                  component part of an End Item Assembly.

         (k)      "Shipset"  means the total  quantity of a given part number or
                  material necessary for production of one airplane.

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         (1)      "Spare"  means any Product,  regardless of whether the Product
                  is  an  End  Item  Assembly  or  a  Purchased  on  -  Assembly
                  Production Detail Part, which is intended for use or sale as a
                  spare part or a production replacement.

         (m)      "Tooling"  means all  tooling,  as defined in Boeing  Document
                  M31-24, "Boeing Suppliers Tooling Manual," and/or described on
                  any Order,  including but not limited to  Boeing-Use  Tooling,
                  Supplier-Use  Tooling  and  Common-Use  Tooling  as defined in
                  Boeing Document D649004,  "Operations General Requirements for
                  Suppliers,"  and  Rotating-Use  Tooling  as  defined in Boeing
                  Document M31-13,  "Accountability of Inplant/Outplant  Special
                  (Contract)  Tools."  For  purposes of this  Agreement,  in the
                  documents named in this  subparagraph,  the term "Supplier Use
                  Tooling" shall be changed to Seller Use Tooling.

2.0      ISSUANCE OF ORDERS AND APPLICABLE TERMS

2.1      Issuance of Orders

         Boeing may issue  Orders to Seller from time to time.  Each Order shall
         contain a  description  of the  Products  ordered,  a reference  to the
         applicable  specifications and Drawings, the quantities and prices, the
         delivery  schedule,  the terms and place of  delivery  and any  special
         conditions.

         Each Order which  incorporates  this Agreement shall be governed by and
         be deemed to include the provisions of this  Agreement.  Purchase Order
         Terms  and  Conditions,  Form  D14100-4045,  Form  P252T  and any other
         purchase  order  terms  and  conditions  which may  conflict  with this
         Agreement, do not apply to the Orders.

2.2      Acceptance of Orders

         Each Order is  Boeing's  offer to Seller  and  acceptance  is  strictly
         limited  to its  terms.  Boeing  will not be bound by and  specifically
         objects to any term or condition which is different from or in addition
         to the  provisions of the Order,  whether or not such term or condition
         will materially alter the Order.  Seller's  commencement of performance
         or  acceptance of the Order in any manner shall  conclusively  evidence
         Seller's  acceptance  of the Order as  written.  Boeing  may revoke any
         Order  prior to  Boeing's  receipt of Seller's  written  acceptance  or
         Seller's commencement of performance.

2.3      Written Authorization to Proceed

         Boeing's  Materiel  Representative  may give written  authorization  to
         Seller to commence performance before Boeing issues an Order. If Boeing
         in its written  authorization  specifies  that an Order will be issued,
         Boeing and Seller shall  proceed as if an Order had been  issued.  This
         Agreement,  the  applicable  SBP and the terms  stated  in the  written
         authorization  shall be deemed to be a part of  Boeing's  offer and the
         parties shall  promptly  agree on any open Order terms.  If Boeing does
         not specify in its written authorization that an Order shall be issued,
         Boeing's  obligation  is  strictly  limited to the terms of the written
         authorization.   For  purposes  of  this  Section  2.3  only,   written
         authorization includes electronic transmission chosen by Boeing.

         If Seller  commences  performance  before an Order is issued or without
         receiving  Boeing's prior  authorization  to proceed,  such performance
         shall be at Seller's expense.

2.4      Rejection of Purchase Order

         Any  rejection  by Seller of an Order  shall  specify  the  reasons for
         rejection  and any  changes  or  additions  that  would  make the Order
         acceptable to Seller; provided, however, that Seller may not reject any
         Order for reasons inconsistent with the provisions of this Agreement or
         the applicable SBP.

3.0      TITLE AND RISK OF LOSS

         Title to and risk of any loss of or damage to the  Products  shall pass
         from  Seller  to  Boeing  at  the  F.O.B.  point  as  specified  in the
         applicable  Order,  except for loss or damage  thereto  resulting  from
         Seller's  fault or  negligence.  Passage of title on delivery  does not
         constitute Boeing's acceptance of Products.

4.0      DELIVERY

4.1      Requirements

         Deliveries  shall be strictly in accordance  with the  quantities,  the
         schedule  and other  requirements  specified in the  applicable  Order.
         Seller may not make early or partial  deliveries without Boeing's prior
         written authorization. Deliveries which fail to meet Order requirements
         may be returned to Seller at Seller's expense.

<PAGE>

4.2      Delay

         Seller shall notify Boeing  immediately,  of any circumstances that may
         cause a delay in delivery,  stating the  estimated  period of delay and
         the  reasons  therefor.  If  requested  by  Boeing,  Seller  shall  use
         additional effort,  including premium effort, and shall ship via air or
         other  expedited  routing  to avoid or  minimize  delay to the  maximum
         extent  possible.  All  additional  costs  resulting  from such premium
         effort or  premium  transportation  shall be borne by  Seller  with the
         exception  of such costs  attributable  to delays  caused  directly  by
         Boeing.  Nothing  herein shall  prejudice any of the rights or remedies
         provided to Boeing in the applicable Order or by law.

4.3      Notice of Labor Disputes

         Seller shall immediately notify Boeing of any actual or potential labor
         dispute  that may disrupt the timely  performance  of an Order.  Seller
         shall  include  the  substance  of this  Section  4.3,  including  this
         sentence,  in any  subcontract  relating to an Order if a labor dispute
         involving  the  subcontractor  would  have the  potential  to delay the
         timely performance of such Order. Each  subcontractor,  however,  shall
         only be required to give the necessary  notice and  information  to its
         next higher-tier subcontractor.

5.0      ON-SITE REVIEW AND RESIDENT REPRESENTATIVES

5.1      Review

         At Boeing's request,  Seller shall provide at Boeing's facility or at a
         place  designated  by  Boeing,  a review  explaining  the status of the
         Order,  actions  taken or planned  relating  to the Order and any other
         relevant  information.  Nothing  herein may be construed as a waiver of
         Boeing's rights to proceed against Seller because of any delinquency.

         Boeing's  authorized  representatives  may enter  Seller's plant at all
         reasonable  times to conduct  preliminary  inspections and tests of the
         Products and work-in-process.  Seller shall include in its subcontracts
         issued in connection  with an Order a like provision  giving Boeing the
         right to enter the premises of Seller's subcontractors.  When requested
         by Boeing, Seller shall accompany Boeing to Seller's subcontractors.

5.2      Resident Representatives

         Boeing may in its discretion and for such periods as it deems necessary
         assign resident personnel at Seller's facilities. Seller shall furnish,
         free of  charge,  all  office  space,  secretarial  service  and  other
         facilities   and   assistance    reasonably    required   by   Boeing's
         representatives  at Seller's  plant.  The resident  team will  function
         under the guidance of Boeing's manager.  The resident team will provide
         communication  and  coordination  to ensure timely  performance  of the
         Order.  Boeing's  resident  team  shall be  allowed  access to all work
         areas,  Order status reports and management  review necessary to assure
         timely performance and conformance with the requirements of each Order.
         Notwithstanding such assistance,  Seller remains solely responsible for
         performing in accordance with each Order.

6.0      INVOICE AND PAYMENT

         Unless  otherwise  provided  in the  applicable  Order,  invoicing  and
         payment shall be in accordance with SBP Section 7.0.

7.0      PACKING AND SHIPPING

         Seller shall (a) prepare for shipment and suitably pack all Products to
         prevent damage or deterioration,  (b) where Boeing has not identified a
         carrier,  secure  lowest  transportation  rates,  (c)  comply  with the
         appropriate carrier tariff for the mode of transportation  specified by
         Boeing  and (d)  comply  with any  special  instructions  stated in the
         applicable Order. Boeing shall pay no charges for preparation, packing,
         crating  or  cartage  unless  stated in the  applicable  Order.  Unless
         otherwise directed by Boeing, all standard routing shipments  forwarded
         on one day must be  consolidated.  Each container must be consecutively
         numbered and marked as set forth  below.  Container  and Order  numbers
         must be indicated on the applicable  bill of lading.  Two copies of the
         packing sheets must be attached to the No. 1 container of each shipment
         and one copy in each individual container. Each pack sheet must include
         as a minimum the following: a) Seller's name, address and phone number;
         b) Order  and item  number;  c) ship  date for the  Products;  d) total
         quantity  shipped and quantity in each  container,  if  applicable;  e)
         legible pack slip number; f) nomenclature;  g) unit of measure; h) ship
         to if  other  than  Boeing;  i)  warranty  data and  certification,  as
         applicable;  j) rejection tag, if applicable; k) Seller's certification
         that Products comply with Order requirements; and, l) identification of

<PAGE>

         optional  material used, if applicable.  Products sold F.O.B.  place of
         shipment must be forwarded collect. Seller may not make any declaration
         concerning the value of the Products shipped,  except on Products where
         the tariff  rating or rate depends on the  released or declared  value,
         and in such  event the  value  shall be  released  or  declared  at the
         maximum value for the lowest-tariff rating or rate.

         The following  markings  shall be included on each unit  container:  a)
         Seller's name; b) Seller's part number,  if applicable;  c) Boeing part
         number,  if  applicable;  d) part  nomenclature;  e) Order  number;  f)
         quantity  of  Products  in  container;  g) unit of  measure;  h) serial
         number, if applicable; i) date (quarter/year) identified as assembly or
         rubber cure date, if applicable; j) precautionary handling instructions
         or marking as required.

         In addition,  the following  markings/labels  shall be included on each
         shipping  container:  a) Name and  address  of  consignee;  b) Name and
         address of consignor;  c) Order number;  d) Part number as shown on the
         Order; e) Quantity of Products in container; f) Unit of measure; g) Box
         number;  h) Total  number of boxes in shipment;  and, i)  Precautionary
         handling, labeling or marking as required.

8.0      QUALITY ASSURANCE, INSPECTION, REJECTION, & ACCEPTANCE

8.1      Controlling Document

         The controlling  quality assurance  document for Orders shall be as set
         forth in the SBP Section 4.0.

8.2      Seller's Inspection

         Seller  shall  inspect  or  otherwise  verify  that  all  Products  and
         components  thereof,  including  those  procured  from or  furnished by
         subcontractors  or Boeing,  comply with the  requirements  of the Order
         prior to shipment to Boeing or Customer.  Seller  shall be  responsible
         for all tests and inspections of the Product and any component  thereof
         during  receiving,  manufacture and Seller's final  inspection.  Seller
         shall include on each packing sheet a  certification  that the Products
         comply with the requirements of the Order.

8.2.1    Seller's Disclosure

         Seller will  immediately  notify Boeing when  discrepancies in Seller's
         processes or Product are  discovered or suspected  for Products  Seller
         has delivered.

8.3      Boeing's Inspection and Rejection

         Unless  otherwise  specified on an Order,  Products shall be subject to
         final   inspection   and   acceptance   by   Boeing   at   destination,
         notwithstanding any payment or prior inspection.  Boeing may reject any
         Product  which does not  strictly  conform to the  requirements  of the
         applicable  Order.  Boeing  shall  by  notice,  rejection  tag or other
         communication  notify  Seller  of such  rejection.  Whenever  possible,
         Boeing may coordinate  with Seller prior to disposition of the rejected
         Product(s),  however,  Boeing shall retain final disposition  authority
         with respect to all rejections.  At Seller's risk and expense, all such
         Products will be returned to Seller for immediate  repair,  replacement
         or other correction and redelivery to Boeing;  provided,  however, that
         with respect to any or all of such  Products  and at Boeing's  election
         and at Seller's  risk and  expense,  Boeing may: (a) hold,  retain,  or
         return such Products  without  permitting  any repair,  replacement  or
         other correction by Seller; (b) hold or retain such Products for repair
         by Seller or, at  Boeing's  election,  for  repair by Boeing  with such
         assistance  from Seller as Boeing may require;  (c) hold such  Products
         until Seller has delivered  conforming  replacements for such Products;
         (d) hold such Products until conforming  replacements are obtained from
         a third party; (e) return such Products with  instructions to Seller as
         to whether the  Products  shall be  repaired or replaced  and as to the
         manner of redelivery or (f) return such Products with instructions that
         they  be  scrapped.   Upon  final   disposition   by  Boeing  that  the
         non-conforming  Product(s)  are not  subject to repair and prior to the
         Products being scrapped,  Seller shall render the Product(s)  unusable.
         Seller shall also maintain, pursuant to their quality assurance system,
         records  certifying  destruction  of  the  applicable  Products.   Said
         certification  shall  state  the  method  and  date of  mutilation  and
         destruction of the subject  Product(s).  Boeing shall have the right to
         review  and  inspect  these  records  at any time it  deems  necessary.
         Failure to comply with these requirements shall be a material breach of
         this  Agreement  and grounds for default  pursuant to GTA Section 13.0.
         All repair,  replacement and other  corrections and redelivery shall be
         completed  within  such  time as  Boeing  may  require.  All  costs and
         expenses,  loss of value and any other damages  incurred as a result of
         or in connection with  nonconformance and repair,  replacement or other
         correction  may  be  recovered  from  Seller  by  an  equitable   price
         reduction,  set-off or credit  against any amounts  that may be owed to
         Seller under the applicable Order or otherwise.


<PAGE>

         Boeing may  revoke its  acceptance  of any  Products  and have the same
         rights with  regard to the  Products  involved as if it had  originally
         rejected them.

8.4      Federal  Aviation  Administration   or  Equivalent   Government  Agency
         Inspection

         Representatives of Boeing, the FAA or any equivalent  government agency
         may inspect and evaluate Seller's plant including,  but not limited to,
         Seller's and  subcontractor's  facilities,  systems,  data,  equipment,
         inventory  holding  areas,  procedures,  personnel,  testing,  and  all
         work-in-process  and completed  Products.  For purposes of this Section
         8.4,  equivalent   government  agency  shall  mean  those  governmental
         agencies so designated by the FAA or those agencies  within  individual
         countries   which  maintain   responsibility   for  assuring   aircraft
         airworthiness.

8.5      Retention of Records

         Quality  assurance  records  shall be  maintained  on file at  Seller's
         facility and available to Boeing's authorized  representatives.  Seller
         shall retain such records for a period of not less than seven (7) years
         from the date of final payment under the applicable Order.

8.6      Source Inspection

         If an Order  contains  a notation  that " 100%  Source  Inspection"  is
         required, the Products shall not be packed for shipment until they have
         been  submitted  to  Boeing's  quality  assurance   representative  for
         inspection.  Both the packing  list and  Seller's  invoice must reflect
         evidence of this inspection.

8.7      Language for Technical Information

         All reports,  drawings  and other  technical  information  submitted to
         Boeing for review or approval  shall be in English and shall employ the
         units of -measure customarily used by Boeing in the U.S.A.

9.0      EXAMINATION OF RECORDS

         Seller shall maintain  complete and accurate  records showing the sales
         volume of all  Products.  Such  records  shall  support  all   services
         performed,  allowances  claimed  and  costs  incurred  by Seller in the
         performance  of each Order,  including but not limited to those factors
         which  comprise or affect  direct  labor  hours,  direct  labor  rates,
         material costs,  burden rates and subcontracts.  Such records and other
         data shall be capable of  verification  through  audit and  analysis by
         Boeing and be  available  to Boeing at Seller's  facility  for Boeing's
         examination  and  audit at all  reasonable  times  from the date of the
         applicable  Order until three (3) years after final  payment under such
         Order.  Seller  shall  provide  assistance  to  interpret  such data if
         requested  by  Boeing.  Such  examination  shall  provide  Boeing  with
         complete  information  regarding Seller's  performance for use in price
         negotiations  with Seller  relating  to  existing or future  orders for
         Products,  including  but  not  limited  to  negotiation  of  equitable
         adjustments for changes and termination/obsolescence claims pursuant to
         GTA Section 10.0.  Boeing shall treat all  information  disclosed under
         this Section as confidential.

10.0     CHANGES

10.1     General

         Boeing's  Materiel  Representative  may at any time by  written  change
         order make changes  within the general  scope of an Order in any one or
         more of the following:  drawings,  designs,  specifications,  shipping,
         packing,  place of  inspection,  place of delivery place of acceptance,
         adjustments in quantities,  adjustments in delivery  schedules,  or the
         amount of Boeing furnished  material.  Seller shall proceed immediately
         to perform the Order as changed.  If any such change causes an increase
         or decrease in the cost of or the time required for the  performance of
         any part of the work,  whether  changed  or not  changed  by the change
         order,  an  equitable  adjustment  shall be made in the price of or the
         delivery schedule for those Products affected, and the applicable Order
         shall be  modified  in  writing  accordingly.  Any claim by Seller  for
         adjustment  under  this  Section  10. 1 must be  received  by Boeing in
         writing  no later  than (60) days from the date of receipt by Seller of
         the written change order or within such further time as the parties may
         agree in writing or such claim shall be deemed waived.  Nothing in this
         Section  10.1 shall  excuse  Seller  from  proceeding  with an Order as
         changed, including failure of the parties to agree on any adjustment to
         be made under this Section 10.1.

<PAGE>

         If Seller  considers that the conduct of any of Boeing's  employees has
         constituted  a  change  hereunder,   Seller  shall  immediately  notify
         Boeing's  Materiel  Representative  in writing as to the nature of such
         conduct and its effect on Seller's performance.  Pending direction from
         Boeing's  Materiel  Representative,  Seller  shall  take no  action  to
         implement any such change.

10.2     Model Mix

         In the event any Derivative aircraft(s) is introduced by Boeing, Boeing
         may (but is not  obligated  to) direct  Seller  within the scope of the
         applicable  Order and in accordance  with the provisions of GTA Section
         10.0 to supply Boeing's  requirements  for Products for such Derivative
         aircraft(s) which correspond to those Products being produced under the
         applicable Order.

11.0     PRODUCT ASSURANCE

         Boeing's  acceptance  of any  Product  does  not  alter or  affect  the
         obligations  of Seller or the rights of Boeing and its customers  under
         the document referenced in the SBP Section 6.0 or as provided by law.

12.0     TERMINATION FOR CONVENIENCE

12.1     Basis for Termination; Notice

         Boeing  may,  from  time  to  time  and at  Boeing's  sole  discretion,
         terminate all or part of any Order issued hereunder,  by written notice
         to Seller.  Any such written  notice of  termination  shall specify the
         effective date and the extent of any such termination.

 12.2    Termination Instructions

         On receipt of a written notice of  termination  pursuant to GTA Section
         12.1, unless otherwise directed by Boeing, Seller shall:

         A.  Immediately stop work as specified in the notice;

         B.  Immediately terminate its subcontracts and purchase orders relating
             to work terminated;

         C.  Settle  any  termination  claims  made  by  its  subcontractors  or
             suppliers;  provided, that Boeing shall have approved the amount of
             such termination claims prior to such settlement;

         D.  Preserve and protect all terminated inventory and Products;

         E.  At Boeing's  request,  transfer title (to the extent not previously
             transferred)  and  deliver  to  Boeing  or  Boeing's  designee  all
             supplies and materials, work-in-process,  Tooling and manufacturing
             drawings   and  data   produced  or  acquired  by  Seller  for  the
             performance of this Agreement and any Order, all in accordance with
             the terms of such request;

         F.  Take all reasonable steps required to return, or at Boeing's option
             and with prior written approval to destroy,  all Boeing Proprietary
             Information  and Items in the  possession,  custody  or  control of
             Seller;

         G.  Take such other action as, in Boeing's reasonable  opinion,  may be
             necessary,  and as Boeing  shall direct in writing,  to  facilitate
             termination of this Order; and

         H.  Complete performance of the work not terminated.

12.3     Seller's Claim

         If Boeing  terminates  an Order in whole or in part pursuant to Section
         12.1 above, Seller shall have the right to submit a written termination
         claim to Boeing in accordance with the terms of this Section 12.3. Such
         termination  claim shall be  submitted to Boeing not later than six (6)
         months after Seller's receipt of the termination notice and shall be in
         the form  prescribed  by Boeing.  Such claim  must  contain  sufficient
         detail to explain  the amount  claimed,  including  detailed  inventory
         schedules and a detailed  breakdown of all costs claimed separated into
         categories  (e.g.,  materials,  purchased parts,  finished  components,
         labor, burden,  general and  administrative),  and to explain the basis
         for  allocation  of all other  costs.  Seller  shall be  entitled to be
         compensated  in  accordance  with and to the extent  allowed  under the
         terms of FAR 52-249-2(e)-(m) excluding (i), (as published in 48 CFR ss.
         52.249-2)  which  is  incorporated  herein  by  this  reference  except
         "Government" and "Contracting Officer" shall mean Boeing,  "Contractor"
         shall mean Seller and "Contract" shall mean Order.

<PAGE>

12.4     Failure to Submit a Claim

         Notwithstanding  any other  provision of this Section  12.0,  if Seller
         fails to submit a  termination  claim  within the time period set forth
         above,  Seller shall be barred from submitting a claim and Boeing shall
         have no obligation for payment to Seller under this Section 12.0 except
         for those Products previously delivered and accepted by Boeing.

12.5     Partial Termination

         Any partial termination of an Order shall not alter or affect the terms
         and  conditions  of the Order or any Order with respect to Products not
         terminated.

12.6     Product Price

         Termination  under any of the above  paragraphs shall not result in any
         change to unit prices for Products not terminated.

12.7     Exclusions or Deductions

         The  following  items  shall be  excluded  or  deducted  from any claim
         submitted by Seller:

         A.  All  unliquidated  advances  or other  payments  made by  Boeing to
             Seller pursuant to a terminated Order;

         B.  Any claim which Boeing has against Seller;

         C.  The agreed price for scrap allowance;

         D.  Except for normal  spoilage and any risk of loss assumed by Boeing,
             the agreed fair value of property that is lost,  destroyed,  stolen
             or damaged.

12.8     Partial Payment/Payment

         Payment,  if any,  to be paid  under  this  Section  12.0 shall be made
         thirty (30) days after  settlement  between the parties or as otherwise
         agreed to between the  parties.  Boeing may make  partial  payments and
         payments against costs incurred by Seller for the terminated portion of
         the Order,  if the total of such payments does not exceed the amount to
         which Seller would be otherwise entitled.  If the total payments exceed
         the final amount determined to be due, Seller shall repay the excess to
         Boeing upon demand.

12.9     Seller's Accounting Practices

         Boeing and Seller agree that  Seller's  "normal  accounting  practices"
         used in developing  the price of the  Product(s)  shall also be used in
         determining the allocable  costs at  termination.  For purposes of this
         Section 12.9, Seller's "normal accounting practices" refers to Seller's
         method of charging costs as either a direct charge,  overhead  expense,
         general administrative expense, etc.

12.10    Records

         Unless  otherwise  provided in this  Agreement or by law,  Seller shall
         maintain all records and documents  relating to the terminated  portion
         of the Order for three (3) years  after  final  settlement  of Seller's
         termination claim.

13.0     EVENTS OF DEFAULT AND REMEDIES

13.1     Events of Default

         The  occurrence  of any  one or  more  of the  following  events  shall
         constitute an "Event of Default":

         A.  Any  failure by Seller to  deliver,  when and as  required  by this
             Agreement  or any Order,  any  Product,  except as  provided in GTA
             Section 14.0; or

         B.  Any  failure  by Seller  to  provide  an  acceptable  Assurance  of
             Performance  within the time  specified  in GTA  Section  17.0,  or
             otherwise in accordance with applicable law; or,

         C.  Any failure by Seller to perform or comply with any  obligation set
             forth in GTA Section 20.0; or

         D.  Seller is or has participated in the sale,  purchase or manufacture
             of airplane parts without the required approval of the FAA.

         E.  Any  failure  by Seller to perform  or comply  with any  obligation
             (other than as described in the foregoing Sections 13.1.A,  13.1.B,
             13.1.C and 13.1.D)  set forth in this  Agreement  and such  failure
             shall continue  unremedied for a period of thirty (30) days or more
             following  receipt by Seller of notice from Boeing  specifying such
             failure; or
<PAGE>

         F.  (a) the suspension, dissolution or winding-up of Seller's business,
             (b) Seller's  insolvency,  or its  inability  to pay debts,  or its
             nonpayment  of debts,  as they become due, (c) the  institution  of
             reorganization, liquidation or other such proceedings by or against
             Seller or the  appointment  of a  custodian,  trustee,  receiver or
             similar  Person  for  Seller's  properties  or  business,   (d)  an
             assignment by Seller for the benefit of its  creditors,  or (e) any
             action of Seller for the purpose of effecting or  facilitating  any
             of the foregoing.

13.2     Remedies

         If any Event of Default shall occur:

         A.  Cancellation

             Boeing may, by giving written notice to Seller,  immediately cancel
             this  Agreement  and/or any Order,  in whole or in part, and Boeing
             shall not be  required  after  such  notice to accept the tender by
             Seller of any Products  with respect to which Boeing has elected to
             cancel this Agreement.

         B.  Cover

             Boeing may manufacture, produce or provide, or may engage any other
             persons  to  manufacture,  produce  or  provide,  any  Products  in
             substitution for the Products to be delivered or provided by Seller
             hereunder  with  respect to which this  Agreement  or any Order has
             been  canceled  and, in  addition to any other  remedies or damages
             available to Boeing  hereunder  or at law or in equity,  Boeing may
             recover from Seller the difference  between the price for each such
             Product and the aggregate expense,  including,  without limitation,
             administrative and other indirect costs, paid or incurred by Boeing
             to  manufacture,  produce or provide,  or engage  other  persons to
             manufacture, produce or provide, each such Product.

         C.  Rework or Repair

             Boeing  may rework or repair any  Product  in  accordance  with GTA
             Section 8.3;

         D.  Setoff

             Boeing shall, at its option,  have the right to set off against and
             apply to the  payment  or  performance  of any  obligation,  sum or
             amount  owing at any time to Boeing  hereunder  or under any Order,
             all deposits, amounts or balances held by Boeing for the account of
             Seller  and any  amounts  owed by Boeing to Seller,  regardless  of
             whether  any such  deposit,  amount,  balance  or other  amount  or
             payment is then due and owing.

         E.  Tooling and other Materials

             As compensation for the additional costs which Boeing will incur as
             a result of the actual physical transfer of production capabilities
             from Seller to Boeing or Boeing's  designee,  Seller shall upon the
             request  of Boeing,  transfer  and  deliver  to Boeing or  Boeing's
             designee  title to any or all (i)  Tooling,  (ii)  Boeing-furnished
             material, (iii) raw materials, parts,  work-in-process,  incomplete
             or completed assemblies, and all other Products or parts thereof in
             the  possession or under the effective  control of Seller or any of
             its  subcontractors  (iv) Proprietary  Information and Materials of
             Boeing including  without  limitation  planning data,  drawings and
             other Proprietary Information and Materials relating to the design,
             production,   maintenance,  repair  and  use  of  Tooling,  in  the
             possession or under the  effective  control of Seller or any of its
             subcontractors, in each case free and clear of all liens, claims or
             other rights of any person.

             Seller  shall  be  entitled  to  receive  from  Boeing   reasonable
             compensation  for any  item  accepted  by  Boeing  which  has  been
             transferred  to Boeing  pursuant to this Section 13.2.E (except for
             any item the price of which shall have been paid to Seller prior to
             such transfer); provided, however, that such compensation shall not
             be paid directly to Seller,  but shall be accounted for as a setoff
             against any damages  payable by Seller to Boeing as a result of any
             Event of Default.

<PAGE>

         F.  Remedies Generally

             No failure on the part of Boeing in exercising  any right or remedy
             hereunder,  or as  provided  by law  or in  equity,  shall  impair,
             prejudice or  constitute  a waiver of any such right or remedy,  or
             shall be  construed  as a waiver of any Event of  Default  or as an
             acquiescence  therein.  No single or partial  exercise  of any such
             right or  remedy  shall  preclude  any  other or  further  exercise
             thereof or the exercise of any other right or remedy. No acceptance
             of partial  payment or performance  of any of Seller's  obligations
             hereunder  shall  constitute  a waiver of any Event of Default or a
             waiver or release of  payment or  performance  in fall by Seller of
             any such  obligation.  All rights and remedies of Boeing  hereunder
             and at law and in  equity  shall  be  cumulative  and not  mutually
             exclusive  and the  exercise of one shall not be deemed a waiver of
             the  right  to  exercise  any  other.  Nothing  contained  in  this
             Agreement shall be construed to limit any right or remedy of Boeing
             now or hereafter existing at law or in equity.

14.0     EXCUSABLE DELAY

         If delivery of any  Product is delayed by  unforeseeable  circumstances
         beyond the control and without the fault or  negligence of Seller or of
         its  suppliers  or  subcontractors  (any such delay  being  hereinafter
         referred to as "Excusable  Delay"),  the delivery of such Product shall
         be extended for a period to be determined by Boeing after an assessment
         by Boeing of alternate work methods.  Excusable Delays may include, but
         are not limited to, acts of God, war, riots, acts of government, fires,
         floods, epidemics, quarantine restrictions,  freight embargoes, strikes
         or unusually severe weather,  but shall exclude Seller's  noncompliance
         with any rule,  regulation  or order  promulgated  by any  governmental
         agency for or with respect to environmental  protection.  However,  the
         above  notwithstanding,  Boeing expects Seller to continue  production,
         recover lost time and support all schedules as  established  under this
         Agreement or any Order. Therefore, it is understood and agreed that (i)
         delays of less than two (2) days'  duration  shall not be considered to
         be Excusable  Delays  unless such delays shall occur within thirty (30)
         days  preceding the scheduled  delivery date of any Product and (ii) if
         delay in  delivery  of any  Product is caused by the  default of any of
         Seller's   subcontractors  or  suppliers,   such  delay  shall  not  be
         considered  an  Excusable  Delay  unless the supplies or services to be
         provided by such  subcontractor  or supplier  are not  obtainable  from
         other  sources  in  sufficient  time to  permit,  Seller  to  meet  the
         applicable delivery schedules. If delivery of any Product is delayed by
         any Excusable Delay for more than three (3) months, Boeing may, without
         any additional extension,  cancel all or part of any Order with respect
         to the delayed Products, and exercise any of its remedies in accordance
         with GTA  Section  13.2  provided  however,  that  Boeing  shall not be
         entitled to  monetary  damages or  specific  performance  to the extent
         Seller's breach is the result of an Excusable Delay.

15.0     SUSPENSION OF WORK

         Boeing may at any time, by written order to Seller,  require  Seller to
         stop all or any part of the work called for by this Agreement hereafter
         referred to as a "Stop Work  Order"  issued  pursuant  to this  Section
         15.0.  On receipt of a Stop Work Order,  Seller shall  promptly  comply
         with its terms and take all reasonable steps to minimize the occurrence
         of costs  arising  from the work  covered by the Stop Work Order during
         the period of work stoppage. Within the period covered by the Stop Work
         Order (including any extension  thereof) Boeing shall either (i) cancel
         the Stop Work Order or (ii) terminate or cancel the work covered by the
         Stop Work Order in accordance  with the  provisions of GTA Section 12.0
         or 13.0.  In the event the Stop Work Order is canceled by Boeing or the
         period  of the  Stop  Work  Order  (including  any  extension  thereof)
         expires, Seller shall promptly resume work in accordance with the terms
         of this Agreement or any applicable Order.

16.0     TERMINATION OR CANCELLATION AND INDEMNITY AGAINST SUBCONTRACTOR CLAIMS

         Boeing  shall not be liable for any loss or damage  resulting  from any
         termination  pursuant to GTA Section 12.1, except as expressly provided
         in GTA Section 12.3 or any  cancellation  under GTA Section 13.0 except
         to the extent  that such  cancellation  shall have been  determined  by
         Boeing and Seller to have been  wrongful,  in which case such  wrongful
         cancellation shall be deemed a termination pursuant to GTA Section 12.1
         and  therefore  shall be limited to the payment to Seller of the amount
         or amounts identified in GTA Section 12.3. As subcontractor  claims are
         included in Seller's  termination  claim  pursuant to GTA Section 12.3,
         Seller shall indemnify Boeing and hold Boeing harmless from and against
         (i) any and all claims,  suits and  proceedings  against  Boeing by any
         subcontractor  or supplier of Seller in respect of any such termination
         and (ii) and any and all costs,  expenses,  losses and damages incurred
         by Boeing in connection with any such claim, suit or proceeding.

<PAGE>

17.0     ASSURANCE OF PERFORMANCE

         A.  Seller to Provide Assurance

             If Boeing determines,  at any time or from time to time, that it is
             not  sufficiently  assured of Seller's fall,  timely and continuing
             performance  hereunder,  or if for  any  other  reason  Boeing  has
             reasonable grounds for insecurity, Boeing may request, by notice to
             Seller, written assurance (hereafter an "Assurance of Performance")
             with respect to any specific matters affecting Seller's performance
             hereunder,  that  Seller is able to perform  all of its  respective
             obligations under this Agreement when and as specified herein. Each
             Assurance of Performance  shall be delivered by Seller to Boeing as
             promptly  as  possible,  but in any event no later than 15 calendar
             days  following  Boeing's  request  therefore and each Assurance of
             Performance  shall be  accompanied by any  information,  reports or
             other  materials,  prepared  by Seller,  as Boeing  may  reasonably
             request. Boeing may suspend all or any part of Boeing's performance
             hereunder  until Boeing  receives an Assurance of Performance  from
             Seller satisfactory in form and substance to Boeing.

         B.  Meetings and Information

             Boeing may request one or more meetings  with senior  management or
             other employees of Seller for the purpose of discussing any request
             by  Boeing  for  Assurance  of  Performance  or  any  Assurance  of
             Performance  provided  by Seller.  Seller  shall make such  persons
             available to meet with  representatives of Boeing as soon as may be
             practicable  following a request for any such meeting by Boeing and
             Seller shall make available to Boeing any  additional  information,
             reports or other  materials in  connection  therewith as Boeing may
             reasonably request.

18.0     RESPONSIBILITY FOR PROPERTY

         On  delivery  to  Seller or  manufacture  or  acquisition  by it of any
         materials,  parts, Tooling or other property,  title to any of which is
         in Boeing, Seller shall assume the risk of and shall be responsible for
         any loss thereof or damage  thereto.  In accordance with the provisions
         of an  Order,  but in any event on  completion  thereof,  Seller  shall
         return  such  property  to  Boeing  in the  condition  in  which it was
         received  except for reasonable  wear and tear and except to the extent
         that such property has been  incorporated  in Products  delivered under
         such Order or has been consumed in the normal performance of work under
         such Order.

19.0     LIMITATION OF SELLER'S RIGHT TO ENCUMBER ASSETS

         Seller  warrants  to Boeing  that it has good  title to all  inventory,
         work-in-process,  tooling and materials to be supplied by Seller in the
         performance of its obligations under any Order ("Inventory"),  and that
         pursuant to the  provisions  of such Order,  it will transfer to Boeing
         title to such Inventory,  whether transferred  separately or as part of
         any  Product  delivered  under the Order,  free of any liens,  charges,
         encumbrances or rights of others.

20.0     PROPRIETARY INFORMATION AND ITEMS

         Boeing  and  Seller  shall  each keep  confidential  and  protect  from
         disclosure  all (a)  confidential,  proprietary,  and/or  trade  secret
         information;  (b) tangible items  containing,  conveying,  or embodying
         such information; and (c) tooling obtained from and/or belonging to the
         other in  connection  with this  Agreement  or any Order  (collectively
         referred to as "Proprietary  Information and  Materials").  Boeing and
         Seller  shall each use  Proprietary  Information  and  Materials of the
         other only in the  performance of and for the purpose of this Agreement
         and/or any Order. Provided, however, that despite any other obligations
         or  restrictions  imposed by this Section  20.0,  Boeing shall have the
         right to use and  disclose  of  Seller's  Proprietary  Information  and
         Materials  for the purposes of testing,  certification,  use,  sale, or
         support of any item delivered  under this  Agreement,  an Order, or any
         airplane  including  such an item;  and any such  disclosure  by Boeing
         shall, whenever  appropriate,  include a restrictive legend suitable to
         the particular circumstances.  The restrictions on disclosure or use of
         Proprietary  Information  and  Materials  by Seller  shall apply to all
         materials  derived  by  Seller  or  others  from  Boeing's  Proprietary
         Information  and Materials.  Upon Boeing's  request at any time, and in
         any event upon the  completion,  termination  or  cancellation  of this
         Agreement,  Seller shall return all of Boeing's Proprietary Information
         and  Materials,  and all materials  derived from  Boeing's  Proprietary
         Information  and  Materials  to  Boeing  unless  specifically  directed
         otherwise  in writing by Boeing.  Seller  shall not,  without the prior
         written authorization of Boeing, sell or otherwise dispose of (as scrap
         or  otherwise)  any  parts or other  materials  containing,  conveying,
         embodying,   or  made  in  accordance  with  or  by  reference  to  any
         
<PAGE>

         Proprietary  Information and Materials of Boeing. Prior to disposing of
         such parts or  materials as scrap,  Seller shall render them  unusable.
         Boeing  shall  have the right to audit  Seller's  compliance  with this
         Section 20.0. Seller may disclose Proprietary Information and Materials
         of Boeing to its  subcontractors  as required for the performance of an
         Order,  provided that each such subcontractor first assumes, by written
         agreement,  the same obligations imposed upon Seller under this Section
         20.0 relating to  Proprietary  Information  and  Materials;  and Seller
         shall be liable to Boeing  for any  breach of such  obligation  by such
         subcontractor.  The  provisions  of this Section 20.0 are  effective in
         lieu of, and will apply notwithstanding the absence of, any restrictive
         legends or notices  applied to Proprietary  Information  and Materials;
         and the provisions of this Section 20.0 shall survive the  performance,
         completion, termination or cancellation of this Agreement or any Order.
         This  Section  20.0  supersedes  and  replaces  any and all other prior
         agreements  or  understandings  between  the parties to the extent that
         such  agreements  or  understandings  relate  to  Boeing's  obligations
         relative to confidential, proprietary, and/or trade secret information,
         or tangible items containing, conveying, or embodying such information,
         obtained from Seller and related to any Product,  regardless of whether
         disclosed to the receiving  party before or after the effective date of
         this Agreement.

21.0     COMPLIANCE WITH LAWS

21.1     Seller's Obligation

         Seller shall be responsible for complying with all laws, including, but
         not limited to, any statute, rule, regulation, judgment, decree, order,
         or permit  applicable to its performance  under this Agreement.  Seller
         further  agrees  (1) to notify  Boeing  of any  obligation  under  this
         Agreement which is prohibited  under applicable  environmental  law, at
         the earliest  opportunity but in all events  sufficiently in advance of
         Seller's   performance   of  such   obligation  so  as  to  enable  the
         identification of alternative methods of performance, and (2) to notify
         Boeing  at the  earliest  possible  opportunity  of any  aspect  of its
         performance   which  becomes   subject  to   additional   environmental
         regulation or which Seller  reasonably  believes will become subject to
         additional regulation during the performance of this Agreement.

21.2     Government Requirements

         If any of the work to be performed under this Agreement is performed in
         the United States, Seller shall, via invoice or other form satisfactory
         to Boeing, certify that the Products covered by the Order were produced
         in compliance  with  Sections 6, 7, and 12 of the Fair Labor  Standards
         Act (29 U. S. C. 201-291),  as amended,  and the regulations and orders
         of the U. S. Department of Labor issued  thereunder.  In addition,  the
         following Federal  Acquisition  Regulations are incorporated  herein by
         this reference except "Contractor" shall mean "Seller":

         FAR 52.222-26 "Equal Opportunity"

         FAR 52.222-35  "Affirmative Action for Special Disabled and Vietnam Era
         Veterans"

         FAR 52.222-36 "Affirmative Action for Handicapped Workers".

22.0     INTEGRITY IN PROCUREMENT

         Boeing's   policy  is  to  maintain  high  standards  of  integrity  in
         procurement. Boeing's employees must ensure that no favorable treatment
         compromises their impartiality in the procurement process. Accordingly,
         Boeing's  employees must strictly  refrain from soliciting or accepting
         any  payment,  gift,  favor or thing of value  which  could  improperly
         influence  their  judgment  with  respect to either  issuing a Order or
         administering  this  Agreement.  Consistent  with this  policy,  Seller
         agrees not to provide or offer to provide any  employees  of Boeing any
         payment,  gift,  favor or thing of value for the purposes of improperly
         obtaining or rewarding favorable treatment in connection with any Order
         or this Agreement.  Seller shall conduct its own procurement  practices
         and shall ensure that its suppliers conduct their procurement practices
         consistent with these  standards.  If Seller has reasonable  grounds to
         believe  that  this  policy  may  have  been  violated,   Seller  shall
         immediately report such possible violation to the appropriate  Director
         of Materiel or Ethics Advisor of Boeing.

<PAGE>

23.0     INFRINGEMENT

         Seller shall indemnify,  defend, and save Boeing and Customers harmless
         from all claims, suits,  actions,  awards (including but not limited to
         awards based on intentional  infringement of patents known to Seller at
         the  time  of  such  infringement,  exceeding  actual  damages,  and/or
         including attorneys' fees and/or costs),  liabilities,  damages,  costs
         and attorneys'  fees related to the actual or alleged  infringement  of
         any United States or foreign intellectual property right (including but
         not limited to any right in a patent,  copyright,  industrial design or
         semiconductor mask work, or based on  misappropriation  or wrongful use
         of information or documents) and arising out of the  manufacture,  sale
         or use of  Products by Boeing or  Customers.  Boeing  and/or  Customers
         shall duly notify Seller of any such claim, suit or action;  and Seller
         shall, at its own expense,  fully defend such claim,  suit or action on
         behalf of Boeing  and/or  Customers.  Seller  shall have no  obligation
         under this Section 23.0 with regard to any  infringement  arising from:
         (i) Seller's  compliance  with formal  specifications  issued by Boeing
         where  infringement  could  not  be  avoided  in  complying  with  such
         specifications  or (ii) use or sale of  Products  in  combination  with
         other items when such infringement would not have occurred from the use
         or sale of those  Products  solely for the  purpose for which they were
         designed or sold by Seller. For purposes of this Section 23.0 only, the
         term Customer shall not include the United States  Government;  and the
         term Boeing shall  include The Boeing  Company  (Boeing) and all Boeing
         subsidiaries and all officers,  agents,  and employees of Boeing or any
         Boeing subsidiary.

24.0     BOEING'S  RIGHTS IN  SELLER'S PATENTS, COPYRIGHTS, TRADE  SECRETS,  AND
         TOOLING

         Seller hereby grants to Boeing an  irrevocable,  nonexclusive,  paid-up
         worldwide  license  to  practice  and/or  use,  and  license  others to
         practice  and/or  use on  Boeing's  behalf,  all of  Seller's  patents,
         copyrights,  trade secrets  (including,  without  limitation,  designs,
         processes,  drawings, technical data and tooling),  industrial designs,
         semiconductor  mask  works,  and  tooling   (collectively   hereinafter
         referred  to  as  "Licensed  Property")  related  to  the  development,
         production, maintenance or repair of Products. Boeing hereafter retains
         all of the  aforementioned  license  rights in Licensed  Property,  but
         Boeing  hereby   covenants  not  to  exercise  such  rights  except  in
         connection with the making,  having made, using and selling of Products
         or products of the same kind,  and then only in the event of any of the
         following:

         a.  Seller   discontinues  or  suspends  business   operations  or  the
             production of any or all of the Products;

         b.  Seller is  acquired  by or  transfers  any or all of its  rights to
             manufacture any Product to any third party, whether or not related;

         c.  Boeing  cancels this  Agreement or any Order for cause  pursuant to
             GTA Section 13.0 herein;

         d.  in Boeing's judgment it becomes  necessary,  in order for Seller to
             comply with the terms of this Agreement or any Order, for Boeing to
             provide support to Seller (in the form of design, manufacturing, or
             on-site personnel assistance) substantially in excess of that which
             Boeing normally provides to its suppliers;

         e.  Seller's  trustee in bankruptcy (or Seller as debtor in possession)
             fails to assume this Agreement and all Orders by formal entry of an
             order in the bankruptcy court within sixty (60) days after entry of
             an order for relief in a bankruptcy  case of the Seller,  or Boeing
             elects  to  retain  its  rights  to  Licensed  Property  under  the
             bankruptcy laws;

         f.  Seller is at any time insolvent  (whether  measured under a balance
             sheet test or by the  failure to pay debts as they come due) or the
             subject of any insolvency or debt assignment proceeding under state
             or non-bankruptcy law; or

         g.  Seller  voluntarily  becomes a debtor in any case under  bankruptcy
             law or, in the event an  involuntary  bankruptcy  petition is filed
             against Seller,  such petition is not dismissed  within thirty (30)
             days.

         As a part of the license granted under this Section 24.0, Seller shall,
         at the written a request of Boeing and at no additional cost to Boeing,
         promptly deliver to Boeing any and all Licensed Property  considered by
         Boeing to be necessary to satisfy  Boeing's  requirements  for Products
         and their substitutes.

<PAGE>

25.0     NOTICES

25.1     Addresses

         Notices and other  communications shall be given in writing by personal
         delivery, mail, telex, teletype,  telegram,  facsimile,  cable or other
         electronic  transmission addressed to the respective party as set forth
         in the SBP Section 9.0.

25.2     Effective Date

         The date on which any such  communication  is received by the addressee
         is the effective date of such communication.

25.3     Approval or Consent

         With  respect  to all  matters  subject to the  approval  or consent of
         either  party,  such  approval or consent shall be requested in writing
         and is not effective until given in writing.  With  respect to  Boeing,
         authority to grant approval or consent is limited to Boeing's  Materiel
         Representative.

26.0     PUBLICITY

         Seller will not, and will require that its subcontractors and suppliers
         of any tier will not, (i) cause or permit to be released any publicity,
         advertisement,   news  release,  public  announcement,   or  denial  or
         confirmation  of the same,  in whatever  form,  regarding  any Order or
         Products,  or the  program to which they may  pertain,  or (ii) use, or
         cause or permit to be used, the Boeing name or any Boeing  trademark in
         any form of promotion  or  publicity  without  Boeing's  prior  written
         approval.

27.0     PROPERTY INSURANCE

27.1     Insurance

         Seller  shall  maintain  continuously  in effect a  property  insurance
         policy  covering  loss or  destruction  of or damage to all property in
         which Boeing does or could have an insurable  interest pursuant to this
         Agreement,  including  but not  limited  to  Tooling,  Boeing-furnished
         property,  raw  materials,   parts,  work-in  process,   incomplete  or
         completed  assemblies and all other products or parts thereof,  and all
         drawings,  specifications,  data and other materials relating to any of
         the foregoing in each case to the extent in the possession or under the
         effective  care,  custody or  control of Seller,  in the amount of full
         replacement  value  thereof  providing  protection  against  all perils
         normally covered in an "all risk" property  insurance policy (including
         without limitation fire, windstorm,  explosion,  riot, civil commotion,
         aircraft,  earthquake,  flood or other  acts of God).  Any such  policy
         shall be in the form and with  insurers  acceptable to Boeing and shall
         (i) provide for payment of loss thereunder to Boeing, as loss payee, as
         its  interests  may appear  and (ii)  contain a waiver of any rights of
         subrogation  against Boeing,  its  subsidiaries,  and their  respective
         directors, officers, employees and agents.

27.2     Certificate of Insurance

         Prior to  commencement  of this  Agreement,  Seller  shall  provide  to
         Boeing's  Materiel  Representative,  for Boeing's  review and approval,
         certificates   of  insurance   reflecting   full  compliance  with  the
         requirements set forth in GTA Section 27. 1. Such certificates shall be
         kept current and in compliance throughout the -period of this Agreement
         and shall  provide  for thirty  (30) days  advanced  written  notice to
         Boeing's   Material   Representative  in  the  event  of  cancellation,
         non-renewal  or material  change  adversely  affecting the interests of
         Boeing.

27.3     Notice of Damage or Loss

         Seller  shall  give  prompt   written   notice  to  Boeing's   Materiel
         Representative  of the occurrence of any damage or loss to any property
         required to be insured herein. If any such property shall be damaged or
         destroyed,  in whole or in part, by an insured peril or otherwise,  and
         if no Event of Default  shall have  occurred  and be  continuing,  then
         Seller  may,  upon  written  notice  to  Boeing,   settle,  adjust,  or
         compromise any and all such loss or damage not in excess of Two Hundred
         Fifty  Thousand  Dollars  ($250,000)  in any one  -occurrence  and Five
         Hundred  Thousand  Dollars  ($500,000)  in the  aggregate.  Seller  may
         settle,  adjust or  compromise  any other  claim by Seller  only  after
         Boeing  has  given  written  approval,  which  approval  shall  not  be
         unreasonably withheld.

28.0     RESPONSIBILITY FOR PERFORMANCE

         Seller shall be responsible for the  requirements of this Agreement and
         any Order  referencing  this Agreement.  Seller shall bear all risks of
         providing  adequate  facilities  and equipment to perform each Order in
         accordance with the terms thereof.  Seller shall include as part of its
         subcontracts  those  elements of the Agreement  which protect  Boeing's
         rights  including  but  not  limited  to  right  of  entry  provisions,
         proprietary  information  and rights  provisions  and  quality  control
         provisions.  In addition,  Seller shall  provide to its  subcontractors
         sufficient   information  to  clearly  document  that  the  work  being
         performed by Seller's  subcontractor is to facilitate performance under
         this Agreement or any Order.  Sufficient information may include but is
         not  limited  to Order  number,  GTA  number  or the  name of  Boeing's
         Materiel  Representative.  No  subcontracting  by Seller shall  relieve
         Seller of its obligation under the applicable Order.

28.1     Subcontracting

         Seller may not procure any Product, as defined in the applicable Order,
         from a third party in a completed  or a  substantially  completed  form
         without  Boeing's  prior  written   consent.   Where  required  by  the
         requirements of the Order, no raw material and/or material  process may
         be incorporated in a Product unless: (a) Seller uses an approved source
         or (b) Boeing has surveyed and qualified Seller's receiving  inspection
         personnel and  laboratories  to test the specified raw materials  an/or
         material process.  No waiver of survey and  qualification  requirements
         will be effective  unless granted by Boeing's  Engineering  and Quality
         Control  Departments.  Utilization  of a  Boeing-approved  raw material
         source does not constitute a waiver of Seller's  responsibility to meet
         all specification requirements.

28.2     Reliance

         Boeing's  entering  into this  Agreement is in part based upon Boeing's
         reliance on Seller's  ability,  expertise and awareness of the intended
         use of the Products.  Seller agrees that Boeing and Boeing's  customers
         may  rely on  Seller  as an  expert,  and  Seller  will  not  deny  any
         responsibility or obligation  hereunder to Boeing or Boeing's customers
         on  the   grounds   that   Boeing  or   Boeing's   customers   provided
         recommendations  or  assistance  in any phase of the work  involved  in
         producing or  supporting  the  Products,  including  but not limited to
         Boeing's acceptance of specifications, test data or the Products.

28.3     Assignment

         Each Order  shall inure to the benefit of and be binding on each of the
         parties hereto and their  respective  successors and assigns,  provided
         however,  that no  assignment of any rights or delegation of any duties
         under such Order is binding on Boeing unless  Boeing's  written consent
         has first been obtained.  Notwithstanding  the above, Seller may assign
         claims for monies  due or to become due under any Order  provided  that
         Boeing may recoup or setoff any amounts  covered by any such assignment
         against any indebtedness of Seller to Boeing, whether arising before or
         after the date of the  assignment  or the date of this  Agreement,  and
         whether  arising out of any such Order or any other  agreement  between
         the  parties.  Boeing may settle all claims  arising  out of any Order,
         including   termination  claims,   directly  with  Seller.  Boeing  may
         unilaterally  assign any rights or title to property under the Order to
         any wholly-owned subsidiary of The Boeing Company.


29.0     NON-WAIVER

         Boeing's  failure at any time to enforce any provision of an Order does
         not constitute a waiver of such  provision or prejudice  Boeing's right
         to enforce such provision at any subsequent time.

30.0     HEADINGS

         Section  headings used in this Agreement are for  convenient  reference
         only and do not affect the interpretation of the Agreement.

31.0     PARTIAL INVALIDITY

         If any  provision of any Order is or becomes void or  unenforceable  by
         force or operation of law, the other  provisions shall remain valid and
         enforceable.

32.0     APPLICABLE LAW, JURISDICTION

         Each  Order,  including  all  matters  of  construction,  validity  and
         performance,  shall in all respects be governed by, and  construed  and
         enforced in accordance with, the law as set forth in SBP Section 5.0.

33.0     AMENDMENT

         Oral statements and understandings are not valid or binding.  Except as
         otherwise  provided in GTA Section 10.0 and SBP Section  12.0, no Order
         may be changed  or  modified  except by a writing  signed by Seller and
         Boeing's Materiel Representative.

34.0     LIMITATION

         Seller may not (except to provide an  inventory  of Products to support
         delivery acceleration and to satisfy reasonable  replacement and Spares
         requirements) manufacture or fabricate Products or procure any goods in
         advance  of the  reasonable  flow  time  required  to  comply  with the
         delivery  schedule in the applicable Order.  Notwithstanding  any other
         provision  of an  Order,  Seller  is  not  entitled  to  any  equitable
         adjustment  or other  modification  of such Order for any  manufacture,
         fabrication,  or  procurement  of Products not in  conformity  with the
         requirements of the Order,  unless  Boeing's  written consent has first
         been  obtained.  Nothing in this  Section  34.0 shall be  construed  as
         relieving Seller of any of its obligations under the Order.

35.0     TAXES

35.1     Inclusion of Taxes in Price

         All taxes, including but not limited to federal, state and local income
         taxes,  value added taxes,  gross receipt taxes,  property  taxes,  and
         custom  duties  taxes are  deemed to be  included  in the Order  price,
         except applicable sales or use taxes on sales to Boeing ("Sales Taxes")
         for which  Boeing has not  supplied a valid  exemption  certificate  or
         unless  otherwise   indicated  on  the  applicable   Order.  Any  taxes
         applicable  to tooling  acquired by Buyer under this Order will be paid
         by Seller to the appropriate government taxing authority. Additionally,
         Buyer shall reimburse Seller for all personal property taxes applicable
         to the  Tooling  after  receipt by Buyer of  Seller's  invoice for such
         taxes  for the  amount  of tax  imposed  by the  state or local  taxing
         authority.

35.2     Litigation

         In the event  that any  taxing  authority  has  claimed  or does  claim
         payment for Sales  Taxes,  Seller shall  promptly  notify  Boeing,  and
         Seller  shall  take such  action as Boeing may direct to pay or protest
         such  taxes or to defend  against  such  claim.  The  actual and direct
         expenses,  without the addition of profit and overhead, of such defense
         and the  amount  of such  taxes  as  ultimately  determined  as due and
         payable shall be paid  directly by Boeing or  reimbursed to Seller.  If
         Seller or Boeing is successful in defending  such claim,  the amount of
         such taxes  recovered  by  Seller,  which had  previously  been paid by
         Seller and  reimbursed by Boeing or paid  directly by Boeing,  shall be
         immediately refunded to Boeing.

35.3     Rebates

         If any taxes  paid by Boeing are  subject  to rebate or  reimbursement,
         Seller  shall  take the  necessary  actions to secure  such  rebates or
         reimbursement and shall promptly refund to Boeing any amount recovered.

36.0     FOREIGN PROCUREMENT OFFSET

         With  respect to work  covered by the Order,  Seller shall use its best
         efforts to  cooperate  with  Boeing in the  fulfillment  of any foreign
         offset program  obligation that Boeing may have accepted as a condition
         of the sale of Boeing's  products.  In the event that  Seller  solicits
         bids or  proposals  for,  or procures or offers to procure any goods or
         services  relating  to the work  covered  by an Order  from any  source
         outside  of  the  United  States,  Boeing  shall  be  entitled,  to the
         exclusion of all others, to all industrial  benefits and other "offset"
         credits  which may  result  from such  solicitations,  procurements  or
         offers  to  procure.  Seller  agrees  to take any  actions  that may be
         required on its part to assure that Boeing receives such credits.

37.0     ENTIRE AGREEMENT ORDER OF PRECEDENCE

37.1     Entire Agreement

         The Order sets forth the entire  agreement,  and supersedes any and all
         other prior agreements understandings and communications between Boeing
         and Seller  related to the subject  matter of an Order.  The rights and
         remedies afforded to Boeing or Customers  pursuant to any provisions of
         an Order are in addition to any other rights and  remedies  afforded by
         any other provisions of this Order, by law or otherwise.

37.2     Incorporated by Reference

         In  addition  to  the  documents  previously   incorporated  herein  by
         reference, the documents listed below are by this reference made a part
         of this Agreement:

         A.  Engineering  Drawing by Part Number and Related Outside  Production
             Specification Plan (OPSP).

         B.  Any other  exhibits or  documents  agreed to by the parties to be a
             part of this Agreement.

37.3     Order of Precedence

         In the event of a conflict or inconsistency between any of the terms of
         the  following  documents,  the  following  order of  precedence  shall
         control:

         A.  SBP (excluding the Administrative Agreement identified in E below)

         B.  This General Terms Agreement (excluding the documents identified in
             D and F below)

         C.  Order (excluding the documents identified in A and B above)

         D.  Engineering  Drawing by Part  Number and,  if  applicable,  related
             Outside Production Specification Plan (OPSP).

         E.  Administrative Agreement (If Applicable)

         F.  Any other  exhibits or documents the parties agree shall be part of
             the Agreement.

37.4     Disclaimer

         Unless  otherwise  specified on the face of the applicable  Order,  any
         CATIA  Dataset or  translation  thereof  (each or  collectively  "Data)
         furnished by Boeing is furnished as an accommodation  to Seller.  It is
         the Seller's  responsibility to compare such Data to the comparable two
         dimensional  computer  aided design  drawing to confirm the accuracy of
         the Data.

         BOEING HEREBY DISCLAIMS,  AND SELLER HEREBY WAIVES,  ALL WARRANTIES AND
         LIABILITIES OF BOEING AND ALL CLAIMS AND REMEDIES OF SELLER, EXPRESS OR
         IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT IN ANY
         CATIA DATASET OR TRANSLATION  THEREOF,  INCLUDING,  WITHOUT LIMITATION,
         ANY (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A
         PARTICULAR  PURPOSE,  (B) ANY IMPLIED  WARRANTY  ARISING FROM COURSE OF
         DEALING OR PERFORMANCE OR USAGE OF TRADE, (C) RECOVERY BASED UPON TORT,
         WHETHER OR NOT ARISING FROM BOEING'S  NEGLIGENCE,  AND (D) ANY RECOVERY
         BASED UPON DAMAGED PROPERTY,  OR OTHERWISE BASED UPON DAMAGED PROPERTY,
         OR OTHERWISE  BASED UPON LOSS OF USE OR PROFIT OR OTHER  INCIDENTAL  OR
         CONSEQUENTIAL DAMAGES.

         EXECUTED in  duplicate as of the date and year first  written  above by
the duly authorized representatives of the parties.

THE BOEING COMPANY                        Leonard's Metal, Inc.
By and Through its Division
Boeing Commercial Airplane Group


_________________________________         ______________________________________
Signature                                 Signature


_________________________________         ______________________________________
Name:                                     Name:


_________________________________         ______________________________________
Title:                                    Title:


_________________________________         ______________________________________
Date:                                     Date:

<PAGE>
                                       POP

                           SPECIAL BUSINESS PROVISIONS

                                     between

                               THE BOEING COMPANY

                                       and

                              LEONARD'S METAL, INC.


                                     Number

                                 POP-65323-0235

<PAGE>

                           SPECIAL BUSINESS PROVISIONS

                                TABLE OF CONTENTS

Section              Item
-------              ----

1.0                  DEFINITIONS
2.0                  PURCHASE ORDER NOTE
3.0                  PRICES
3.1                  Product Pricing
3.2                  Manufacturing Configuration Baseline
3.3                  Packaging
4.0                  GOVERNING QUALITY ASSURANCE REQUIREMENT
5.0                  APPLICABLE LAW/JURISDICTION
6.0                  PRODUCT ASSURANCE
7.0                  PAYMENT
7.1                  Recurring Cost
7.2                  Non-Recurring Cost
8.0                  ACCEL/DECEL AT NO COST
9.0                  NOTICES
9.1                  Addresses
10.0                 OBLIGATION TO PURCHASE AND SELL
11.0                 COST AND FINANCIAL PERFORMANCE VISIBILITY
12.0                 CHANGES
12.1                 Changes to the Statement of Work
12.2                 Computation of Equitable Adjustment
12.3                 Obsolescence
12.4                 Change Absorption
12.5                 Planning Schedule
12.6                 Value Engineering
12.7                 Reduction in Quantity to be Delivered
13.0                 SPARES AND OTHER PRICING
13.1                 Spares
13.2                 Short Flow Production Requirements
13.3                 Tooling
13.4                 Pricing of Boeing's Supporting Requirements
13.5                 Pricing of Requirements for Modification or Retrofit
13.6                 Similar to Pricing
14.0                 STATUS REPORTS/REVIEWS
15.0                 FOREIGN PROCUREMENT REPORT
16.0                 SUPPLIER FURNISHED MATERIEL
17.0                 ASSIGNMENT
18.0                 INVENTORY AT CONTRACT COMPLETION
19.0                 OWNERSHIP OF INTELLECTUAL PROPERTY
19.1                 Technical Work Product
19.2                 Inventions and Patents
19.3                 Works of Authorship and Copyrights
19.4                 Pre-Existing Inventions and Works of Authorship
20.0                 ADMINISTRATIVE AGREEMENT
21.0                 GUARANTEED WEIGHT REQUIREMENTS
22.0                 SUPPLIER DATA REQUIREMENTS
23.0                 DEFERRED PAYMENT TERMS
24.0                 SOFTWARE PROPRIETARY INFORMATION RIGHTS

Attachment I         Work Statement and Pricing
Attachment 2         Foreign Procurement Report
Attachment 3         Rates and Factors
Attachment 4         Boeing AOG Coverage
Attachment 5         Boeing AOG/Critical Shipping Notification

<PAGE>

                                   AMENDMENTS

AMENDMENT
 NUMBER               DESCRIPTION                  DATE               APPROVAL
---------             -----------                  ----               --------



<PAGE>

                          SPECIAL BUSINESS PROVISIONS


THESE SPECIAL BUSINESS  PROVISIONS are entered into as of August _____,  1998 by
and between  Leonard's  Metal,  Inc., a Missouri  corporation with its principal
office in St Charles,  Missouri  ("Seller"),  and The Boeing Company, a Delaware
corporation  with an office in  Seattle,  Washington  acting by and  through its
division the Boeing Commercial Airplane Group ("Boeing").

                                    RECITALS

A.       Boeing  and  Seller  entered  into  a  General  Terms  Agreement  GTA #
         BCA-65323-0221,   dated  August __, 1998  (the  "Agreement")  which  is
         incorporated  herein and made a part hereof by this reference,  for the
         sale by Seller and purchase by Boeing of Products.

B.       Boeing and Seller desire to include these Special  Business  Provisions
         ("SBP")  relating  to the sale by  Seller  and  purchase  by  Boeing of
         Products.

Now, therefore, in consideration.  of the mutual covenants set forth herein, the
parties agree as follows:

                                   PROVISIONS

1.0      DEFINITIONS

         The definitions used herein shall be the same as used in the Agreement.

2.0      PURCHASE ORDER NOTE

         The  following  note shall be contained in any Order to which these SBP
         are applicable:

         This  Order  is  subject  to and  incorporates  by this  reference  SBP
         POP-65323-0235 between The Boeing Company and LMI Aerospace, Inc. dated
         August ___, 1998.

         Each  Order  bearing  such note shall be  governed  by and be deemed to
         include the provisions of these SBP.

3.0      PRICES

3.1      Product Pricing

         The prices and applicable  period of performance of Products  scheduled
         for delivery  under this SBP are set forth in  Attachment 1. Prices are
         in  United  States  dollars,  F.O.B.  St.  Charles,  Missouri;  Auburn,
         Washington or Wichita, Kansas, as appropriate.

3.1.1    Option Pricing

         NOT APPLICABLE

3.1.2    Exercise of Option

         NOT APPLICABLE

3.2      Manufacturing Configuration Baseline

         Unit pricing for each  Product or part number shown in  Attachment I is
         based  on  the  latest   revisions  of  the  engineering   drawings  or
         specifications at the time of the signing of this SBP.

3.3      Packaging

         The  prices  shown in  Attachment  I  include  packaging  costs and all
         materials  and  labor  required  to  package  Products   identified  in
         Attachment 1. Packaging  shall be furnished by the Seller in accordance
         with Document  M6-1025,  Volume II, "Supplier Part Protection Guide" or
         Document D200-10038-2 "Supplier Packaging  Requirements" as applicable.
         In the case of Products to be shipped  directly  to  Customers,  A.T.A.
         Specification  300  "Specification  for Packaging of Airline  Supplies"
         shall apply unless otherwise directed by Boeing.

4.0      GOVERNING QUALITY ASSURANCE REQUIREMENT

         All work  performed  under  this SBP  shall be in  accordance  with the
         following document which is incorporated  herein and made a part hereof
         by this reference:

         Document D1-9000,  "Advanced  Quality System for Boeing  Suppliers," as
         amended from time to time.

5.0      APPLICABLE LAW JURISDICTION

         Each  Order,  including  all  matters  of  construction,  validity  and
         performance,  shall in all respects be governed by, and  construed  and
         enforced in accordance  only with the law of the State of Washington as
         applicable to contracts  entered into and to be performed wholly within
         such State  between  citizens of such State,  without  reference to any
         rules governing conflicts of law. Seller hereby irrevocably consents to
         and submits itself  exclusively to the  jurisdiction  of the applicable
         courts of the State and the federal  courts  therein for the purpose of
         any  suit,  action  or  other  judicial  proceeding  arising  out of or
         connected with any Order or the  performance or subject matter thereof.
         Seller  hereby  waives and agrees not to assert by way of motion,  as a
         defense,  or otherwise,  in any such suit,  action or  proceeding,  any
         claim that (a) Seller is not personally  subject to the jurisdiction of
         the above-named  courts,  (b) the suit, action or proceeding is brought
         in an  inconvenient  forum or (c) the  venue  of the  suit,  action  or
         proceeding is improper.

6.0      PRODUCT ASSURANCE

6.1      Governing Document

         Seller  acknowledges  that Boeing and Customers must be able to rely on
         each Product  performing  as specified and that Seller will provide all
         required support. Accordingly, the following provisions and document(s)
         are incorporated herein and made a part hereof:

         "Boeing  Designed,   Sub-Contracted  Products  Manufacturers  Warranty"
         Boeing Document M6-1124-3.

7.0      PAYMENT

7.1      Recurring Price

         Unless  otherwise  provided  in the  applicable  Order,  payment of the
         recurring price shall be made in accordance with Form X-27981 "Pay From
         Receipt -  Additional  Terms and  Conditions  Regarding  Invoicing  and
         Payment".  Payment  terms  shall be net  thirty  (30)  days  except  as
         otherwise  agreed  to by the  parties.  All  payments  are  subject  to
         adjustment for shortages, credits and rejections.

7.2      Non-Recurring Price/Special Charges

         Unless otherwise  provided in the applicable  Order, any  non-recurring
         price  payable by Boeing  under  Attachment  1 shall be paid within the
         term discount  period or thirty (30) calendar days (whichever is later)
         after  receipt  by Boeing  of both  acceptable  Products  and a correct
         invoice.

8.0      ACCELERATION/DECELERATION AT NO COST

         Notwithstanding  GTA Section 10.0, and subject to the provisions of SBP
         Section 13.2,  Boeing may make changes in the delivery schedule without
         additional  cost or change to the unit price  stated in the  applicable
         Order if (a) the delivery date of the Product under such Order is on or
         before  the  last  date of  contract,  if  applicable,  and (b)  Boeing
         provides Seller with written notice of such changes.

         Upon  receipt of written  notice of the change,  Seller  shall make its
         best  effort to  implement  the change as soon as  possible,  but in no
         event shall the change be implemented  later than eight (8) weeks after
         notification of a schedule acceleration.

9.0      NOTICES

9.1      Addresses

         Notices and other  communications shall be given in writing by personal
         delivery,  United States mail, telex,  teletype,  telegram,  facsimile,
         cable or electronic  transmission  addressed to the respective party as
         follows:

          To Boeing:      Attention: Buyer: Gil Joynt   M/S 38-KX
                          BOEING COMMERCIAL AIRPLANE GROUP
                          MATERIEL DIVISION
                          P.O. Box 3707
                          Seattle, Washington 98124-2207

          To Seller:      Attention: Marie Edmondson
                          Leonard's Metals, Inc.
                          P.O. Box 900
                          St. Charles, Missouri 63302-0900

10.0     OBLIGATION TO PURCHASE AND SELL

         Boeing and Seller agree that in  consideration  of the prices set forth
         under Attachment 1, Boeing shall issue Orders for Products from time to
         time to  Seller  for  Boeing's  requirements.  Such  Products  shall be
         shipped at any scheduled rate of delivery, as determined by Boeing, and
         Seller shall sell to Boeing  Boeing's  requirements  of such  Products,
         provided  that,  without  limitation on Boeing's right to determine its
         requirements, Boeing shall not be obligated to issue any Orders for any
         given Product if:

         A.       Any of Boeing's customers specify an alternate product;

         B.       Such  Product  is,  in  Boeing's  reasonable   judgment,   not
                  technologically competitive at any time, for reasons including
                  but not limited to the availability of significant  changes in
                  technology,    design,    materials,     specifications,    or
                  manufacturing  processes  which  result in a reduced  price or
                  weight or improved appearance, functionality,  maintainability
                  or reliability;

         C.       Boeing gives reasonable notice to Seller of a change in any of
                  Boeing's  aircraft  which  will  result  in  Boeing  no longer
                  requiring such Product for such aircraft;

         D.       Seller  has  materially  defaulted  in any of its  obligations
                  under any Order,  whether or not Boeing has issued a notice of
                  default to Seller pursuant to GTA Section 13.0; or,

         E.       Boeing  reasonably   determines  that  Seller  cannot  support
                  Boeing's  requirements  for Products in the amounts and within
                  the delivery schedules Boeing requires.

11.0     COST AND FINANCIAL PERFORMANCE VISIBILITY

         Seller shall provide all necessary cost support data,  source documents
         for direct and indirect costs, and assistance at the Seller's  facility
         for cost performance reviews performed by Boeing pursuant to any Order.

         Furthermore, Seller shall provide financial data, on a quarterly basis,
         or as  requested,  to Boeing's  Credit  Office for credit and financial
         condition  reviews.  Said data  shall  include  but not be  limited  to
         balance  sheets,  schedule of accounts  payable and  receivable,  major
         lines of credit,  creditors,  income statements (profit and loss), cash
         flow statements, firm backlog, and headcounts.  Copies of such data are
         to be made available  within 72 hours of any written request by Boeing.
         This data is required in addition to the cost data provided pursuant to
         GTA Section 9.0. All such information  shall be treated as confidential
         in accordance with GTA Section 20.0.

12.0     CHANGES

12.1     Changes to the Statement of Work

         Boeing may direct Seller within the scope of the  applicable  Order and
         in accordance  with the  provisions of GTA Section 10.0, to increase or
         decrease the work to be performed by the Seller in the  manufacture  of
         any Product.

12.2     Computation of Equitable Adjustment

         The  Rates  and  Factors  set  forth  in  Attachment  3,  which by this
         reference  is  incorporated  herein,  shall  be used to  determine  the
         equitable adjustment, if any, (including equitable adjustments, if any,
         in the prices of Products to be incorporated  in Derivative  Aircraft),
         to be paid by Boeing  pursuant to SBP Section 12.1 and GTA Section 10.0
         for each individual change.

12.3     Obsolescence

         Claims for obsolete or surplus material and work-in-process  created by
         change orders  issued  pursuant to this Section shall be subject to the
         procedures  set forth in GTA Section  12.0,  except that Seller may not
         submit a claim for  obsolete  or  surplus  material  resulting  from an
         individual  change  order that has a total claim value of Two  Thousand
         Five  Hundred  Dollars  ($2,500.00)  or less.  Payment for  obsolete or
         surplus  materials shall be made by check deposited as first class mail
         to the address designated by Seller in SBP Section 9.1. Payment will be
         made on the tenth  (10th) day of the month  following  the month of the
         obsolescence claim settlement.

12.4     Change Absorption

12.4.1   Prior to 100% Engineering Release (Drawing Revision Level New)

12.4.1.1 Generally

         Notwithstanding  the  provisions  of GTA  Section  10.0 and SBP Section
         12.1,  no equitable  adjustment in the prices or schedules of any Order
         shall be made for any change initiated by Boeing made prior to the date
         on  which  all   engineering   drawings   that  change  the   technical
         requirements, descriptions,  specifications, statement of work, drawing
         or designs ("Technical  Change(s)") have been released by Boeing ("100%
         Engineering  Release") provided,  that an equitable adjustment shall be
         made for:

             a. Any  Technical  Change  which is a change  between raw  material
         classifications  such as a change from aluminum to steel or titanium to
         plastic.  Not  included  as a  Technical  Change for  purposes  of this
         Section  are changes  within a raw  material  classification  such as a
         change from 7050 Aluminum to 7075 Aluminum;

             b.  Any   Technical   Change   which  adds  or  deletes  a  process
         specification  including  but  not  limited  to  chem  milling,  chrome
         plating, anodizing, painting, priming and heat treating.

12.4.1.2 Claims

         Claims  for  equitable   adjustment  for  Technical  Changes  shall  be
         submitted in writing  within  thirty (3 0) days after 100%  Engineering
         Release.

12.4.2   Subsequent to 100% Engineering Release

12.4.2.1 Generally

         Notwithstanding  the  provisions  of GTA  Section  10.0 and SBP Section
         12.1,  no  equitable  adjustment  shall  be  made to the  recurring  or
         non-recurring prices after the date of 100% Engineering Release for any
         change  initiated by Boeing  unless the value of such change  (debit or
         credit)  is  greater  than or  equal  to two  percent  (2%) of the then
         current  unit price for the Product  (recurring)  or is greater than or
         equal to two percent (2%) of the total then current non-recurring price
         as set forth in Attachment  1. For purposes of this  Section,  the then
         current  unit  price or total  non-recurring  price  shall be the price
         identified in Attachment I plus any and all price adjustments agreed to
         previously by the parties.

12.4.2.2 Claims

         Claims shall be made individually for each Product and for each change.
         Each claim shall be considered  separately  for  application of the two
         percent (2%) threshold. Changes may not be combined for the purposes of
         exceeding the two percent (2%) threshold set forth herein.

12.5     Planning Schedule

         Any planning  schedule or quantity estimate provided by Boeing shall be
         used solely for production  planning.  Boeing may purchase  Products in
         different  quantities and specify different delivery dates as necessary
         to meet  Boeing's  requirements.  Such  planning  schedule and quantity
         estimate  shall be subject to  adjustment  from time to time.  Any such
         adjustment is not a change under GTA Section 10.0.

12.6     Value Engineering

         Seller  may from  time to time  submit  proposals  to  Boeing to change
         drawings, designs, specifications or other requirements that:

         a.       decrease Seller's performance costs; or

         b.       produce a net reduction in the cost to Boeing of installation,
                  operation, maintenance or production of the Product.

         Provided,  that such change shall not impair any essential functions or
         characteristics of the Products or Tooling.

12.6.1   Submission of Proposal

         Proposals  shall be  submitted  to  Boeing's  Materiel  Representative.
         Boeing  shall not be liable  for any delay in acting  upon a  proposal.
         Boeing's  decision to accept or reject any proposal shall be final.  If
         there is a delay and the net result in savings no longer  justifies the
         investment,  Seller will not be  obligated  to proceed with the change.
         Seller has the right to withdraw, in whole or in part, any proposal not
         accepted by Boeing  within the time period  specified in the  proposal.
         Seller shall submit, as a minimum,  the following  information with the
         proposal:

         a.       description of the difference between the existing requirement
                  and the  proposed change, and  the comparative advantages  and
                  disadvantages of each;

         b.       the  specific  requirements  which  must  be  changed  if  the
                  proposal is adopted;

         c.       the cost savings and Seller's implementation costs;

         d.       Each  proposal  shall  include the need dates for  engineering
                  release  and the time by which a proposal  must be approved so
                  as to obtain the maximum cost reduction.

12.6.2   Acceptance and Cost Sharing

         Boeing  may  accept,  in whole or in part,  any  proposal  by issuing a
         change  order.  Until such change has been issued,  Seller shall remain
         obligated to perform in accordance  with the terms and  requirements of
         the  original  Order as  written.  Boeing  and Seller  shall  share the
         savings as follows:

                  (50%) savings to Boeing; (50%) savings to Seller.

         Seller shall  include with each  proposal  verifiable  cost records and
         other data as required by Boeing for proposal review and analysis.

         Each  party  shall be  responsible  for its own  implementation  costs,
         including but not limited to non-recurring costs.

12.6.3   Cost Savings Computation

         A change  order  shall be issued by Boeing and the unit price  shall be
         reduced  in an amount  equal to the  savings  portion  attributable  to
         Boeing as set forth above.  The  applicable  unit price as set forth in
         Attachment 1 Statement of Work shall be amended to reflect such change.

                  EXAMPLE:

                  Current Price:                     $600.00
                  Proposed Cost Savings:             $ 1 00.00/unit
                  Boeing's Percentage:               50.0%
                  Seller's Percentage:               50.0%

                  Step by Step Computation:

                  1.       $100.00 unit savings x 50.0% Boeing's percentage of 
                           savings = $50.00 Boeing savings.

                  2.       $100.00 unit savings x 50.0% Seller's percentage of 
                           savings = $50.00 Seller savings.

                  3.       Net affect to the unit cost = $50.00

                           New Unit Price For Units = $550.00

12.6.4   Weight Reduction Proposals

         Seller is  encouraged  to submit  proposals  to Boeing  that reduce the
         Product's   weight  without   impairing  any  essential   functions  or
         characteristics of the Product.

         Seller  shall  submit such  proposals  in  accordance  with SBP Section
         12.6.1  above.  The amount of any costs or savings  that  result from a
         weight reduction proposal shall be agreed by Boeing and Seller.  Seller
         shall include with each proposal verifiable cost records and other data
         as required by Boeing for proposal review and analysis.

         Boeing may accept in whole or in part,  any such  proposal by issuing a
         change order to the applicable Order.

12.6.5   Process Improvement

         Boeing  and  Seller  agree  to  work  together  to  identify  areas  of
         improvement  which affect the  manufacturing  and  assembly  process at
         Seller's  facility,  Seller's  subcontractor's  facilities and Boeing's
         facilities.  Manufacturing  and assembly  processes include but are not
         limited to  inventory  turn rates,  lead time  reductions,  contracting
         strategies, setup reductions and lot size reductions. Boeing and Seller
         agree to use the following metrics to evaluate improvement:

                  1.       Inventory Turns - defined as annual Costs of Goods 
                           Sold/Inventory value.

                  2.       Productivity - defined as Annual Sales/Average 
                           Employee Count

                  3.       Asset Utilization - defined as Total Assets/Annual 
                           Sales

         Additional  metrics  may be added  and  evaluated  as  agreed to by the
         parties. Where Boeing and Seller can identify areas of improvement, the
         parties will determine the amount of savings which will result from the
         improvements and share the savings as set forth in 12.6.2 above.  Where
         a savings is identified and documented, the parties agree to reduce the
         Product unit price by that amount  apportioned  to Boeing as identified
         above.

12.6.6   Raw Material Cost Improvement

         Boeing is  currently  in the process of  reviewing  raw  material  lead
         times, costs and their impact on the subcontractor  base. Seller agrees
         to support  Boeing in its  efforts  to  identify  areas of  improvement
         involving  raw  materials.  When  requested  by  Boeing,  Seller  shall
         identify usage, lead time, contractual  impediments or any other factor
         which may affect  Boeing's  ability to implement  raw material  program
         improvements.  Boeing's  program to improve lead time and price for raw
         material  is  intended  to  support  all  divisions,  subsidiaries  and
         affiliates of The Boeing Company.

<PAGE>

         Where Boeing is able to implement a program and savings are  identified
         and documented, the parties agree to reduce the Product's unit price by
         the  corresponding  reduction in raw material price plus the applicable
         reduction  in the  corresponding  markups.  These  reductions  shall be
         incorporated  on the first  delivery  of  applicable  Product(s)  which
         incorporate  the revised pricing for raw material or as otherwise agree
         to by the parties in writing.

         The   implementation   of  these   programs  by  Boeing  and   Seller's
         participation in these programs shall not impair,  prejudice or relieve
         Seller of its obligations under any applicable Order.

12.7     Reduction in Quantity to be Delivered

         NOT APPLICABLE

13.0     SPARES AND OTHER PRICING

13.1     Spares

         For purposes of this Section, the following definitions shall apply:

         A.       AIRCRAFT ON GROUND (AOG) - means the highest Spares  priority.
                  Seller  will  expend  best  efforts  to provide  the  earliest
                  possible delivery of any Spare designated AOG by Boeing.  Such
                  effort includes but is not limited to working twenty-four (24)
                  hours  a  day,   seven   days  a  week  and  use  of   premium
                  transportation.  Seller shall  specify the  delivery  date and
                  time of any such AOG Spare  within two (2) hours of receipt of
                  an AOG Spare request.

         B.       CRITICAL - means an imminent  AOG work  stoppage.  Seller will
                  expend best efforts to provide the earliest  possible delivery
                  of any  Spare  designated  Critical  by  Boeing.  Such  effort
                  includes  but is not  limited to working two (2) shifts a day,
                  five (5) days a week and use of premium transportation. Seller
                  shall  specify the delivery date and time of any such Critical
                  Spare  within  the same  working  day of receipt of a Critical
                  Spare request.

         C.       EXPEDITE  (CLASS  1) -  means a Spare  required  in less  than
                  Seller's normal lead time.  Seller will expend best efforts to
                  meet the requested  delivery date. Such effort includes but is
                  not   limited   to  working   overtime   and  use  of  premium
                  transportation.

         D.       ROUTINE  (CLASS  III) - means  a  Spare  required  in Seller's
                  normal lead time.

         E.       POA REQUIREMENT  (POA) - means any detail  component needed to
                  replace  a  component  on an End Item  Assembly  currently  in
                  Boeing's assembly line process.

                  Seller  shall  expend  best  efforts  feasible  to provide the
                  earliest  possible  delivery of any Spare designated as POA by
                  Boeing.  Such  effort  includes  but is not limited to working
                  twenty-four  (24)  hours a day,  seven  days a week and use of
                  premium transportation. Seller shall specify the delivery date
                  and time of any such POA  within two (2) hours of an AOG Spare
                  request.

         F.       IN-PRODUCTION  - means any Spare  with a  designation  of AOG,
                  Critical, Expedite, Routine, POA or End Item Assembly which is
                  in the current  engineering  configuration for the Product and
                  is used on a model aircraft  currently  being  manufactured by
                  Boeing.

         G.       NON-PRODUCTION   REQUIREMENTS   -  means  any  Spare   with  a
                  designation   of   AOG,   Critical,   Expedite   and   Routine
                  requirements  which is used on model  aircraft no longer being
                  manufactured   by  Boeing  (Post   Production)   or  is  in  a
                  non-current engineering  configuration for the Product (Out of
                  Production).

         H.       BOEING   PROPRIETARY   SPARE  -  means  any  Spare   which  is
                  manufactured  (i) by  Boeing,  or  (ii) to  Boeing's  detailed
                  designs with  Boeing's  authorization  or (iii) in whole or in
                  part using Boeing's Proprietary Materials.

13.1.1   Spares Support

         Seller  shall  provide  Boeing with a written  Spares  support  process
         describing  Seller's plan for supporting  AOG and Critical  commitments
         and  manufacturing  support.  The process must provide  Boeing with the
         name and number of a twenty-four  (24) hour contact for coordination of
         AOG and Critical requirements.  Such contact shall be equivalent to the
         coverage  provided by Boeing to its Customers as outlined in Attachment
         4 "Boeing AOG Coverage"  which is  incorporated  herein and made a part
         hereof by this reference.

<PAGE>

         Seller shall notify Boeing as soon as possible via fax, telecon,  or as
         otherwise agreed to by the parties of each AOG and Critical requirement
         shipment  using the form  identified  in  Attachment  5 "Boeing AOG and
         Critical Shipping  Notification".  Such notification shall include time
         and date  shipped,  quantity  shipped,  Order,  pack  slip,  method  of
         transportation  and air bill if  applicable.  Seller  shall also notify
         Boeing  immediately upon the discovery of any delays in shipment of any
         requirement and identify the earliest revised shipment possible.

13.1.2   Reclassification or Re-exercises

         Boeing may on occasion,  instruct Seller to re-prioritize or reclassify
         an existing  requirement  in order to improve or  otherwise  change the
         established shipping schedule.  Seller shall expend the effort required
         to meet the revised  requirement as set forth above in the  definitions
         of the requirements.  Seller's  commitment of a delivery schedule shall
         be given in  accordance  with that set forth  above for the  applicable
         classification  but in no case shall it exceed  twenty-four  (24) hours
         from notification by Boeing.

13.1.3   Spare Pricing

         Except as set forth in  subsections  13.1.3.1 and 13.1.3.2  below,  the
         price  for  {{Boeing  Proprietary}}  Spare(s)  shall be the same as the
         production  price for the Products as listed on Attachment 1, in effect
         at the time the Spare(s) are ordered. POA parts shall be priced so that
         the sum of the prices for all POA parts of an End Item Assembly  equals
         the applicable recurring portion of the End Item Assembly.

13.1.3.1 Aircraft On Ground (AOG), Critical Spares and POA Requirements

         The price for AOG,  Critical Spares and POA  requirements  shall be the
         price for such  Products  listed on  Attachment  I in effect  when such
         Spares are ordered, multiplied by a factor of 1.07 when the date of the
         Order is four weeks or less before the scheduled delivery date.

13.1.3.2 Expedite Spares (Class 1)

         The  price for  Expedite  Spares  shall be the price for such  Products
         listed  on  Attachment  I in  effect  when  such  Spares  are  ordered,
         multiplied  by a factor of 1.05  when the date of the Order is  between
         eight weeks and four weeks before the scheduled delivery date.

13.1.4   Special Handling

         The price for all effort  associated  with the handling and delivery of
         Spare(s)  is deemed  to be  included  in the  price for such  Spare(s).
         Provided,  that if Boeing directs delivery of Spares to an F.O.B. point
         other than Seller's plant,  Boeing shall reimburse  Seller for shipping
         charges,  including  insurance,  paid by  Seller  from the plant to the
         designated F.O.B.  point. Such charges shall be shown separately on all
         invoices.

13.2     Short Flow Production Requirements

         Expedite  charges,  if  any,  to be  paid  for  short  flow  production
         requirements  shall not exceed the amount  payable  under SBP  Sections
         13.1.3.1  and  13.1.3.2  above for that  portion of the Order  which is
         released short flow except as otherwise agreed to in writing by Boeing.
         In the event Boeing agrees to pay an amount in excess of that set forth
         in SBP Section  13.1.3.1  above,  Seller  shall  provide data to verify
         expedite  charges  requested.  If  Seller  fails to meet  the  required
         delivery, Boeing shall not be obligated to pay the agreed upon amount.

13.3     Tooling

13.3.1   Responsible Party

         Where  Boeing  agrees to pay to  Seller  for  Tooling  to  support  the
         manufacture and delivery of applicable  Product(s)  identified  herein,
         the amount shall be set forth in  Attachment  1. The costs of necessary
         repair and  maintenance  to the Tooling is included in such amount.  In
         addition to the  requirements set forth in SBP Section 7.2 of this SBP,
         the Seller shall comply with the Terms and Conditions applicable to the
         Blanket  Tooling  Purchase  Control Order  established  with Seller who
         possess  or  controls  Tooling.  Furthermore,  Seller  must  include  a
         properly prepared  certified tool list, where applicable,  as specified
         in the M31-24 Document,  "Boeing  Supplier  Tooling  Manual."  Invoices
         received with incorrect,  improperly  prepared or incomplete  certified
         tool lists will be returned for correction  prior to payment.  Invoices
         shall be dated  concurrent  with,  or  subsequent  to,  shipment of the
         Products.

<PAGE>

13.3.2   Boeing Furnished Tooling

         In the event Boeing furnishes Tooling to Seller to support the d6livery
         of  Product(s),  Seller  shall  comply  with the Terms  and  Conditions
         applicable to the Blanket Tooling  Purchase  Control Order  established
         with Seller who possess or controls Tooling. No repair,  replacement or
         rework  required  shall be performed  without  Boeing's  prior  written
         consent.  Boeing shall notify  Seller of, what if any,  action shall be
         required for all discrepant Tooling.

13.4     Pricing of Boeing's Supporting Requirements

         Any  Products  required  to assist  Boeing's  supporting  requirements,
         including  but not  limited to  requirements  for color and  appearance
         samples,  Boeing-owned simulators, test requirements,  factory support,
         flight test spares  will be provided  for not more than the  applicable
         price as set forth in Attachment 1.

13.5     Pricing of Requirements for Modification or Retrofit

         Any Products  required by Boeing to support a modification  or retrofit
         program shall be provided for not more than the applicable price as set
         forth in Attachment 1.

13.6     Similar Pricing

         New  Products  ordered by Boeing that are similar to or within  Product
         families of Products  currently  being  manufactured by Seller shall be
         priced  using the same  methodology  or basis as that used to price the
         existing Product(s).

14.0     STATUS REPORTS/REVIEWS

         When requested by Boeing, Seller shall update and submit, as a minimum,
         monthly  status  reports  on data  requested  by Boeing  using a method
         mutually agreed upon by Boeing and Seller.

         When   requested  by  Boeing,   Seller   shall   provide  to  Boeing  a
         manufacturing   milestone  chart   identifying  the  major  purchasing,
         planning and manufacturing operations for the applicable Product(s).

         Upon  request  by Boeing,  a program  review  may be held  between  the
         parties. The location of such review shall be mutually agreed to by the
         parties.  The  purpose of the review is to  improve  communication  and
         understanding between the parties to ensure program success.

 15.0    PROVISIONS FOR OFFSET/BUSINESS STRATEGIES FOREIGN PROCUREMENT REPORT

         Seller  agrees  to  cooperate  with  Boeing  in  identifying   possible
         subcontractors for work under any Order that support Boeing's offset or
         business  strategies.  Prior to releasing any request for proposal to a
         subcontractor to support Boeing's offset or business  strategy,  Seller
         shall coordinate with Boeing.

         Seller  shall  document  on  Attachment  2 all offers to  contract  and
         executed  contracts  with such  subcontractors  including  the  dollars
         contracted.  Seller  shall  provide to Boeing  with an updated  copy of
         Attachment 2 for the six-month  periods  ending June 30 and December 31
         of each year.  The reports  shall be submitted on the 1st of August and
         the 1st of February respectively.

         Furthermore,  Boeing  and  Seller  agree  that in the event it  becomes
         necessary  for Boeing to  purchase  Products  from a third  party(s) to
         facilitate an offset commitment or business strategy, Boeing and Seller
         agree to work  together to develop and implement a plan for the removal
         of such  Product or Products  from this SBP.  Upon  settlement  of this
         plan, Boeing shall not be obligated to buy from Seller and Seller shall
         not  be  obligated  to  sell  to  Boeing  the   applicable   Product(s)
         notwithstanding SBP Section 10.0.

16.0     BOEING FURNISHED MATERIAL

         Material, including but not limited to raw material,  standards, detail
         components  and  assemblies,  furnished  to Seller  by Boeing  shall be
         administered  in  accordance  with a bonded  stores  agreement  between
         Boeing and Seller.

         Seller  shall  provide  Boeing  with  required  on-dock  dates  for all
         material.  Seller's notice shall provide Boeing with sufficient time to
         competitively bid the material if, in its sole and absolute discretion,
         it desires to do so.

<PAGE>

17.0     ASSIGNMENT

         Boeing and Seller agree that Boeing may, in its discretion,  assign, in
         part or in whole, its purchasing obligations under the Agreement or any
         Order,  as applicable,  at the prices set forth in Attachment I thereof
         Boeing reserves the right to rescind its assignment at anytime.

         Boeing's  assignment  of  purchasing  obligation  includes  scheduling,
         issuance of Order(s), receipt and inspection of Products, acceptance or
         rejection of  Products,  payment for  accepted  Products,  and ensuring
         conformance to the quality assurance system requirements.

         Boeing shall retain all other  rights and  obligations  pursuant to the
         applicable  terms and  conditions.  In  addition,  Boeing  reserves the
         right,  where necessary,  to coordinate with and mediate between Seller
         and any assignee regarding such assignment.

18.0     INVENTORY AT CONTRACT COMPLETION

         Subsequent  to Seller's  last delivery of  Product(s),  Products  which
         contain,  convey,  embody or were manufactured in accordance with or by
         reference to Boeing's  Proprietary  Materials including but not limited
         to finished goods,  work-in-process  and detail  components  (hereafter
         "Inventory")  which  are in  excess  of  Order  quantity  shall be made
         available  to Boeing for  purchase.  In the event  Boeing,  in its sole
         discretion,  elects not to purchase the Inventory, Seller may scrap the
         Inventory.  Prior to scrapping  the  Inventory,  Seller shall  mutilate
         and/or  render it unusable.  Seller shall  maintain,  pursuant to their
         quality  assurance  system,   records  certifying  destruction  of  the
         applicable  Inventory.  Said  certification  shall state the method and
         date of mutilation  and  destruction of the subject  Inventory.  Boeing
         shall have the right to review and inspect these records at any time it
         deems necessary.  In the event Seller elects to maintain the Inventory,
         Seller  shall not sell or  provide  the  Inventory  to any third  party
         without prior specific written  authorization  from Boeing.  Failure to
         comply with these  requirements  shall be a material breach and grounds
         for default pursuant to GTA Section 13.0.

19.0     OWNERSHIP OF INTELLECTUAL PROPERTY

19.1     Technical Work Product

         NOT APPLICABLE

19.2     Inventions and Patents

         NOT APPLICABLE

19.3     Works of Authorship and Copyrights

         NOT APPLICABLE

19.4    Pre-Existing, Inventions and Works of Authorship

         NOT APPLICABLE

20.0     ADMINISTRATIVE AGREEMENTS

         NOT APPLICABLE

21.0    GUARANTEED WEIGHT REQUIREMENTS NOT APPLICABLE

22.0     SUPPLIER DATA REQUIREMENTS

         NOT APPLICABLE

23.0     DEFERRED PAYMENT

         NOT APPLICABLE

24.0     SOFTWARE PROPRIETARY INFORMATION RIGHTS

         NOT APPLICABLE


<PAGE>

EXECUTED in  duplicate as of the date and year first set forth above by the duly
authorized representatives of the parties.

THE BOEING COMPANY                      Leonard's Metal, Inc.
By and Through its Division
Boeing Commercial Airplane Group


________________________________         ______________________________________
Signature                                Signature


________________________________         ______________________________________
Name:                                    Name:


________________________________         ______________________________________
Title:                                   Title:


________________________________         ______________________________________
Date:                                    Date:

<PAGE>

  
                                                                 ATTACHMENT 1 TO
                                                     SPECIAL BUSINESS PROVISIONS

                           WORK STATEMENT AND PRICING

The price for Products to be  delivered on or before  December 31, 2003 shall be
as follows:

  PART NUMBER         MODEL               NOMENCLATURE             UNIT PRICE
  -----------         -----               ------------             ----------


                             [See attached listing.]


<PAGE>

                                                                 ATTACHMENT 2 TO
                                                     SPECIAL BUSINESS PROVISIONS

                         FOREIGN PROCUREMENT REPORT FORM

                               (Seller to Submit)

                            (Reference Section 15.0)


                                    COMMODITY/          BID           CONTRACTED
 SUPPLIER NAME     COUNTRY         NOMENCLATURE       DOLLARS          DOLLARS
 -------------     -------         ------------       -------         ----------


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                                                                 ATTACHMENT 3 TO
                                                     SPECIAL BUSINESS PROVISIONS

                                RATES AND FACTORS

The following  Rates and Factors shall be used on all price change  negotiations
during the period of performance of these SBP:

                                                                Tool Fabrication
                                        Production                 And Rework
                                        ----------              ----------------
Direct Labor Rate                        $10.00/hr.                 $15.50/hr.
Manufacturing Burden                      32.00                      32.00
G&A (Gen. Admin. Expense)                  9.00                       9.00
Profit                                     6.00                       6.50
                                         ---------                  ---------
                  TOTAL                  $57.00/hr.                 $63.00/hr.


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                                                                 ATTACHMENT 4 TO
                                                     SPECIAL BUSINESS PROVISIONS

                               BOEING AOG COVERAGE

      NORMAL HOURS BOEING'S MATERIEL REPRESENTATIVE (MATERIEL DIVISION)

          Approximately 6:30 a.m. - 4:00 p.m. (Seattle time)
          Performs most functions of procurement process.
          Manages formal communication with Seller.

      SECOND SHIFT - AOG PROCUREMENT SUPPORT (MATERIEL DIVISION)
          3:00 p.m. - 11:00 p.m.

          May place order and assist with  commitment and shipping  information,
          working with several suppliers on a priority basis.
          Provides a communication link between Seller and Boeing.

      24  HOUR  AOG  SERVICE  - AOG  CUSTOMER  REPRESENTATIVE (CUSTOMER  SERVICE
          DIVISION)  544-9000 Support commitment  information  particularly with
          urgent orders.

          Customer  Service  Representative  needs (if  available):  

               Part Number
               Boeing Purchase Order 
               Airline Customer & customer purchase order number 
               Boeing S.I.S.

If Seller is unable to contact  any of the above,  please  provide  AOG/Critical
shipping  information  notification via FAX using Boeing  AOG/Critical  shipping
notification form (Attachment 5).

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                                                                 ATTACHMENT 5 TO
                                                     SPECIAL BUSINESS PROVISIONS

                                     BOEING

                                  AOG/CRITICAL

                              SHIPPING NOTIFICATION

--------------------------------------------------------------------------------


To:    FAX:    (206) 544-9261 or 544-9262        Phone:   (206) 544-9296
               -------------------------------            ----------------------
Buyer Name:                                      Phone:
               -------------------------------            ----------------------
From:                                            Today's Date:
               -------------------------------                ------------------

--------------------------------------------------------------------------------

Part Number:                                     Customer PO:
                ----------------------------                  ------------------
Customer:                                        Ship Date:
                ----------------------------                  ------------------
Qty Shipped:                                     *SIS Number:
                ----------------------------                  ------------------
Boeing PO:                                       Pack Sheet
                ----------------------------                  ------------------
*Airway Bill:                                    or Invoice:
                ----------------------------                  ------------------
Carrier:                                         *Flight #:
                ----------------------------                  ------------------
Freight
Forwarder:      
                ----------------------------

*If Applicable

Shipped To: (Check One)    Boeing
                                                      ----------
                           Direct Ship to Customer  
                                                      ----------
                           Direct Ship to Supplier
                                                      ----------
Remarks:
            --------------------------------------------------------------------

            --------------------------------------------------------------------


                           IF UNABLE TO CONTACT BUYER,
                PLEASE USE THIS FORM TO FAX SHIPPING INFORMATION.