EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT


     LMI AEROSPACE, INC., a Missouri corporation (the "Corporation"), and RONALD
S. SAKS ("Employee") hereby agree as follows:

     1.  Employment.  The  Corporation  hereby  employs  Employee,  and Employee
accepts  employment  from  the  Corporation,   upon  the  terms  and  conditions
hereinafter set forth. Any and all employment agreements heretofore entered into
between the  Corporation and Employee are hereby  terminated and cancelled,  and
each of the parties hereto  mutually  releases and discharges the other from any
and all  obligations  and  liabilities  heretofore  or now existing  under or by
virtue of any such employment agreements,  it being the intention of the parties
hereto that this  Agreement,  effective  immediately,  shall supersede and be in
lieu of any and all prior employment agreements between them.

     2. Term of Employment. The initial term of Employee's employment under this
Agreement  shall commence on January 1, 2004 and shall terminate on December 31,
2005; provided, however, that this Agreement shall be automatically extended for
additional  terms of one year each unless not later than  October 31 of any year
beginning in 2005,  either party has given written  notice to the other party of
its or his  intention  not to extend the term of this  Agreement;  and provided,
further,  that  the  term of  employment  may be  terminated  upon  the  earlier
occurrence of any of the following events:

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

          (b)  At  the  Corporation's  option,  in  the  event  the  Corporation
     determines  that  Employee  is not  performing  the duties  required of him
     hereunder to the satisfaction of the Corporation;

          (c) Upon the death of the Employee;

          (d) At the Corporation's  option, if Employee shall suffer a permanent
     disability;  (For the purposes of this  Agreement,  "permanent  disability"
     means any physical or mental  impairment  that renders the Employee  unable
     for a  period  of six (6)  months  or more to  perform  the  essential  job
     functions  of  his  position,  even  with  reasonable   accommodation,   as
     determined  by a  physician  selected  by  the  Corporation.  The  Employee
     acknowledges  and agrees that he shall  voluntarily  submit to a medical or
     psychological  examination  for the purpose of  determining  his  continued
     fitness  to  perform  the  essential  functions  of his  position  whenever
     requested  to do so by  the  Corporation.  If  the  Corporation  elects  to
     terminate the employment  relationship on this basis, the Corporation shall
     notify the Employee or his  representative  in writing and the  termination
     shall become effective on the date that such notification is given;

          (e) At the Corporation's  option, upon ten (10) calendar days' written
     notice to  Employee,  in the event of any breach or default by  Employee of
     any of the  terms  of this  Agreement  or of any of  Employee's  duties  or
     obligations hereunder. In lieu of providing ten (10) calendar days' advance
     written  notice,  the  Corporation,  at its sole option,  may terminate the
     Employee's services immediately and pay him an amount that is equivalent to
     ten (10) calendar days of his salary, less any deductions required by law;

          (f) At the  Corporation's  option,  without any advance notice, in the
     event that the  Employee  engages in conduct  which,  in the opinion of the
     Corporation,  (1) constitutes  dishonesty of any kind  (including,  but not
     limited to, any  misrepresentation of facts or falsification of records) in
     Employee's relations,  interactions or dealings with the Corporation or its
     customers; (2) constitutes a felony; (3) potentially may or will expose the
     Corporation to public  disrepute or disgrace,  or  potentially  may or will
     cause harm to the customer  relations,  operations or business prospects of
     the Corporation;  (4) constitutes  harassment or discrimination towards any
     person  associated  with the  Corporation,  whether an  employee,  agent or
     customer,  based upon that person's race, color, national origin, sex, age,
     disability, religion, or other protected status; (5) reflects disruptive or
     disorderly  conduct,  including  but not  limited  to,  acts  of  violence,
     fighting, intimidation or threats of violence against any person associated
     with the Corporation, whether an employee, agent or customer, or possessing
     a weapon while on the  Corporation's  premises or while acting on behalf of
     the Corporation;  (6) is indicative of abusive or illegal drug use while on
     the Corporation's  premises or while acting on the Corporation's behalf; or
     (7)  constitutes  a  willful   violation  of  any  governmental   rules  or
     regulations; or

          (g) At the Employee's option,  after providing the Corporation with at
     least thirty (30) calendar days advance  written notice of his intention to
     terminate the employment relationship.

          If  employment  is  terminated  for any of the  reasons  set  forth in
     paragraphs  (c) through (g) of this section,  Employee shall be entitled to
     receive only the Base Salary (as that term is hereinafter  defined) accrued
     but unpaid as of the date of the  termination  and shall be  ineligible  to
     receive any  additional  compensation  or  severance  pay. If, on the other
     hand,  employment is terminated by the Corporation  during the term of this
     Agreement  for any  reason  other than  those set forth in  paragraphs  (c)
     through (g) of this section, the Corporation shall provide severance pay to
     Employee  in  an  amount   based  upon  his  length  of  service  with  the
     Corporation.  Specifically, the Corporation shall provide Employee with six
     (6)  months of Base  Salary  if he has less than five (5) years of  service
     with the Corporation as of the date of his termination and with twelve (12)
     months of Base Salary if he has five (5) or more years of service  with the
     Corporation as of the date of his termination.  Such severance pay shall be
     paid in equal monthly installments, unless the Corporation, within its sole
     discretion,  elects to pay the present value of the severance pay in a lump
     sum within thirty (30) calendar days of the termination.

     If employment is terminated in conjunction  with a change in the control of
the  Corporation or in  conjunction  with the sale of  substantially  all of the
operating assets of the Corporation,  the Corporation will provide Employee with
severance pay under the circumstances  specified within this paragraph.  For the
purposes of this Agreement, a change in control is defined as the acquisition of
more than  fifty  percent  (50%) of the stock of the  Corporation  by a group of
shareholders  or  an  entity  which  acquires  control  of  the  Corporation  (a
"Purchaser").  If the change in control or the sale  results in the  involuntary
termination  of Employee or results in the Employee  electing to  terminate  his
employment  for a good  reason as  determined  by the  Corporation  (such as the
Purchaser refusing to offer full time employment to Employee on terms comparable
to those provided by the  Corporation  prior to the acquisition or the Purchaser
requiring  Employee to move to a new location),  the  Corporation  shall provide
Employee  with  severance pay in an amount that is equal to two times his annual
Base Salary and shall pay Employee any reasonably anticipated  Performance Bonus
for the fiscal year in which he was terminated on a prorated  basis. If Employee
voluntarily  terminates his  employment  without a good reason (as determined by
the  Corporation)  within  thirty  (30) days  after the change in control or the
sale, the Corporation  shall provide Employee with six (6) months of Base Salary
if he has less than five (5) years of  service  with the  Corporation  as of the
date of his  termination  and with  twelve  (12) months of Base Salary if he has
five (5) or more years of  service  with the  Corporation  as of the date of his
termination.  The severance pay provided for in this paragraph  shall be paid in
equal monthly installments,  unless the Corporation, within its sole discretion,
elects to pay the present value of the severance pay in a lump sum within thirty
(30) calendar days of the termination.

     Notwithstanding  anything  to the  contrary,  the amount of  severance  pay
provided  under  this  Agreement  shall not under any  circumstances  exceed the
limitations set forth in ss. 280G of the Internal Revenue Code of 1986.

     3. Compensation.

        (A) During the period from  January 1, 2004 to December  31,  2005,  the
Corporation shall compensate Employee for Employee's services rendered hereunder
by paying to Employee an annual salary (the "Base  Salary") of Two Hundred Forty
Thousand  Dollars  ($240,000.00),   less  any  authorized  or  required  payroll
deductions.  Payment of this salary will be made in accordance  with the payroll
policies of the Corporation in effect from time to time.

        (B) With respect to each complete fiscal year of the Corporation  during
which (i) the Employee is employed  under the terms of this  Agreement as of the
last day of such fiscal year, and (ii) the Corporation's "Annual Net Income" (as
that  term  is   hereinafter   defined)  is  more  than  Two   Million   Dollars
($2,000,000.00),  the Corporation shall pay to Employee, in addition to the Base
Salary,  an annual  "Performance  Bonus".  The amount of the annual  Performance
Bonus (if any) shall be equal to:

     (1)  one and five tenths of one percent (1.50%) of the Corporation's Annual
          Net Income  that is between Two Million  Dollars  ($2,000,000.00)  and
          Eight Million, Dollars ($8,000,000.00).

     In the event the Corporation's  Annual Net Income for any given fiscal year
is less than Two Million  Dollars  ($2,000,000.00),  the  Employee  shall not be
entitled  to  a   Performance   Bonus  with   respect  to  such   fiscal   year.
Notwithstanding  anything contained herein to the contrary, in the event the sum
of the  Employee's  Performance  Bonus with  respect  to a fiscal  year plus the
Employee's  benefit under all  performance/production  incentive programs of the
Corporation in which the Employee is entitled to a bonus  ("Incentive  Benefit")
for such fiscal year exceeds Ninety Thousand Dollars ($90,000.00), the amount of
the Employee's  Performance Bonus for such year shall be reduced so that the sum
of the  Performance  Bonus and the  Incentive  Benefit  equals  Ninety  Thousand
Dollars ($90,000.00).

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

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

        (D) The Corporation  retains the right to modify or adjust the manner in
which the  Performance  Bonus is  calculated  in the event that the  Corporation
either acquires the assets of another entity,  or any portion thereof,  or sells
its assets, or any portion thereof, to another entity.

      4. Duties of Employee.

        (A) Employee shall serve as President and Chief Executive Officer of the
Corporation  or in such other  positions  as may be  determined  by the Board of
Directors of the  Corporation,  and Employee shall perform such duties on behalf
of the Corporation and its subsidiaries by such means, at such locations, and in
such manner as may be  specified  from time to time by the  officers or Board of
Directors of the Corporation.

        (B) Employee agrees to abide by and conform to all rules  established by
the Corporation applicable to its employees.

        (C)  Employee  acknowledges  that he is being  employed  as a  full-time
employee,  and  Employee  agrees to devote so much of  Employee's  entire  time,
attention  and energies to the business of the  Corporation  as is necessary for
the successful  operation of the  Corporation and shall endeavor at all times to
improve the business of the Corporation.  Employee shall not accept any business
commitments other than with the Corporation  without the advance written consent
of the Corporation's President.

      5.  Expenses.  During  the  period  of  Employee's  employment,  except as
otherwise  specifically  provided in this Agreement,  the  Corporation  will pay
directly,  or reimburse  Employee  for, all items of  reasonable  and  necessary
business  expenses  approved in advance by the  Corporation if such expenses are
incurred by Employee in the  interest of the  business of the  Corporation.  The
Corporation  shall also reimburse  Employee for automobile  expenses incurred by
Employee in the performance of Employee's duties  hereunder.  The amount of such
reimbursement  shall be in accordance with the automobile expense  reimbursement
policy  adopted  (and  as  it  may  be  modified  from  time  to  time)  by  the
Corporation's  Board of  Directors.  All such  expenses paid by Employee will be
reimbursed by the Corporation upon  presentation by Employee,  from time to time
(but not less than quarterly),  of an itemized  account of such  expenditures in
accordance with the Corporation's policy for verifying such expenditures.

      6. Fringe Benefits.

        (A) Employee shall be entitled to  participate  in any health,  accident
and  life  insurance  program  and  other  benefits  which  have  been or may be
established by the Corporation for salaried employees of the Corporation.

        (B)  Employee  shall be entitled to an annual  vacation  without loss of
compensation  for such period as may be  determined by the Board of Directors of
the Corporation.

        (C) The Corporation shall furnish to the Employee during the term of his
employment an automobile  selected by the Corporation to aid the Employee in the
performance of his duties.  Upon agreement of the  Corporation and the Employee,
the Corporation may, in lieu of the automobile, provide the Employee with a Five
Thousand Dollar ($5,000.00) annual automobile allowance.

      7. Covenants of Employee.

        (A) During the term of Employee's  employment  with the  Corporation and
for all time thereafter  Employee covenants and agrees that Employee will not in
any manner  directly or indirectly,  except as required in Employee's  duties to
the  Corporation,  disclose  or divulge to any person,  entity,  firm or company
whatsoever,  or use for  Employee's  own  benefit  or the  benefit  of any other
person, entity, firm or company, directly or indirectly, any knowledge, devices,
information,  techniques, customer lists, business plans or other data belonging
to the Corporation or developed by Employee on behalf of the Corporation  during
his  employment  with the  Corporation,  without  regard to  whether  all of the
foregoing  matters  will be deemed  confidential,  material  or  important,  the
parties  hereto  stipulating,  as  between  them,  that the same are  important,
material,  confidential and the property of the Corporation,  that disclosure of
the  same to or use of the  same by  third  parties  would  greatly  affect  the
effective  and  successful  conduct of the business of the  Corporation  and the
goodwill  of the  Corporation,  and  that  any  breach  of  the  terms  of  this
subparagraph (A) shall be a material breach of this Agreement.

        (B) During the term of Employee's  employment  with the  Corporation and
for a period of two (2) years or one (1) year with respect to subparagraph  (iv)
below  (the  "Covenant  Term")  after  cessation  for  whatever  reason  of such
employment (except as hereinafter provided in subparagraph (C) of this paragraph
7), Employee  covenants and agrees that Employee will not in any manner directly
or indirectly:

            (i)  solicit,  divert,  take  away  or  interfere  with  any  of the
      customers  (or  their   respective   affiliates  or   successors)  of  the
      Corporation;

            (ii)  engage  directly or  indirectly,  either  personally  or as an
      employee,  partner,  associate partner,  officer, manager, agent, advisor,
      consultant or  otherwise,  or by means of any corporate or other entity or
      device,  in any  business  which is  competitive  with the business of the
      Corporation.  For  purposes  of this  covenant a  business  will be deemed
      competitive  if it is conducted in whole or in part within any  geographic
      area wherein the Corporation is engaged in marketing its products,  and if
      it involves the manufacture of component parts for the aerospace  industry
      or any other business which is in any manner  competitive,  as of the date
      of  cessation  of  Employee's  employment,  with any  business  then being
      conducted  by the  Corporation  or as to which  the  Corporation  has then
      formulated definitive plans to enter;

            (iii)  induce any  salesman,  distributor,  supplier,  manufacturer,
      representative,  agent,  jobber or other person transacting  business with
      the Corporation to terminate their  relationship with the Corporation,  or
      to represent,  distribute or sell products in competition with products of
      the Corporation; or

            (iv) induce or cause any  employee of the  Corporation  to leave the
      employ of the Corporation.

        (C) The  parties  agree  that  the  Covenant  Term  provided  for in the
preceding subparagraph (B) shall be:

            (i)  reduced  to six (6)  months in the  event all of the  operating
      assets or all of the common stock of the Corporation is sold to any entity
      or  individuals  unaffiliated  with the  Corporation,  its  successors  or
      assigns; or

            (ii)   eliminated  if  the  business   currently   operated  by  the
      Corporation  is  terminated  and  the  assets  of  the   Corporation   are
      liquidated.

        (D) All the covenants of Employee contained in this paragraph 7 shall be
construed as agreements  independent of any other  provision of this  Agreement,
and the  existence  of any claim or cause of  action  against  the  Corporation,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Corporation of these covenants.

        (E) It is the  intention  of the parties to restrict the  activities  of
Employee under this paragraph 7 only to the extent  necessary for the protection
of  legitimate   business   interests  of  the  Corporation,   and  the  parties
specifically  covenant  and agree that  should any of the  provisions  set forth
therein,  under any set of  circumstances  not now foreseen by the  parties,  be
deemed too broad for such purpose,  said provisions  will  nevertheless be valid
and enforceable to the extent necessary for such protection.

      8.   Documents.   Upon  cessation  of  Employee's   employment   with  the
Corporation,  for whatever reason,  all documents,  records  (including  without
limitation,    customer   records),    notebooks,    invoices,   statements   or
correspondence,  including  copies  thereof,  relating  to the  business  of the
Corporation  then in  Employee's  possession,  whether  prepared  by Employee or
others, will be delivered to and left with the Corporation,  and Employee agrees
not to retain copies of the foregoing  documents  without the written consent of
the Corporation.

      9. Remedies. In the event of the breach by Employee of any of the terms of
this  Agreement,  notwithstanding  anything to the  contrary  contained  in this
Agreement,   the  Corporation  may  terminate  the  employment  of  Employee  in
accordance with the provisions of paragraph 2 of this  Agreement.  It is further
agreed  that any  breach or  evasion  of any of the terms of this  Agreement  by
Employee will result in immediate and irreparable  injury to the Corporation and
will authorize recourse to injunction and/or specific  performance as well as to
other legal or equitable  remedies to which the Corporation may be entitled.  In
addition  to any  other  remedies  that  it may  have  in  law  or  equity,  the
Corporation  also may  require  an  accounting  and  repayment  of all  profits,
compensation,  remuneration or other benefits realized,  directly or indirectly,
as a result of such  breaches  by the  Employee  or by a  competitor's  business
controlled,  directly or indirectly, by the Employee. No remedy conferred by any
of the specific  provisions of this Agreement is intended to be exclusive of any
other  remedy and each and every  remedy  given  hereunder  or now or  hereafter
existing at law or in equity by statute or otherwise. The election of any one or
more remedies by the  Corporation  shall not constitute a waiver of the right to
pursue other available remedies. Employee expressly agrees to pay all reasonable
costs and  attorneys'  fees incurred by the  Corporation in order to enforce the
Employee's obligations under this Agreement, regardless of whether litigation is
commenced or prosecuted to a judgment.

      10.  Severability.  All  agreements  and  covenants  contained  herein are
severable, and in the event any of them shall be held to be invalid by any court
of competent jurisdiction,  this Agreement, subject to subparagraph 7(E) hereof,
shall  continue  in full force and effect  and shall be  interpreted  as if such
invalid agreements or covenants were not contained herein.

      11. Waiver or Modification. No waiver or modification of this Agreement or
of any covenant, condition or limitation herein shall be valid unless in writing
and duly executed by the party to be charged  therewith,  and no evidence of any
waiver  or  modification  shall  be  offered  or  received  in  evidence  in any
proceeding,  arbitration or litigation between the parties hereto arising out of
or  affecting  this  Agreement,  or the  rights or  obligations  of the  parties
hereunder,  unless such waiver or modification  is in writing,  duly executed as
aforesaid,  and the parties  further agree that the provisions of this Paragraph
may not be waived  except as herein set forth.  Failure  of the  Corporation  to
exercise or  otherwise  act with  respect to any of its rights  hereunder in the
event of a breach of any of the terms or conditions hereof by Employee shall not
be  construed  as a waiver of such  breach  nor  prevent  the  Corporation  from
thereafter  enforcing  strict  compliance  with  any  and all of the  terms  and
conditions hereof.

      12. Assignability.  The services to be performed by Employee hereunder are
personal in nature and,  therefore,  Employee shall not assign Employee's rights
or delegate  Employee's  obligations under this Agreement,  and any attempted or
purported assignment or delegation not herein permitted shall be null and void.

      13. Successors.  Subject to the provisions of paragraph 12, this Agreement
shall be binding  upon and shall  inure to the  benefit of the  Corporation  and
Employee  and  their  respective   heirs,   executors,   administrators,   legal
administrators, successors and assigns.

      14.  Notices.  Any notice or other  communication  required  or  permitted
hereunder  shall  be in  writing  and  shall be  deemed  to have  been  given if
delivered personally, by over-night courier, or by certified or registered mail,
return receipt requested, if to the Corporation, to:

                  Joseph Burstein, Chairman of the Board
                  LMI AEROSPACE, INC.
                  P.O. Box 900
                  St. Charles, MO 63302-0900

and, if to Employee, to:

                  Ronald S. Saks

or to such other  address as may be  specified  by either of the  parties in the
manner provided under this paragraph 14.

      15. Construction.  This Agreement shall be deemed for all purposes to have
been made in the State of Missouri  and shall be governed  by and  construed  in
accordance  with the laws of the State of Missouri,  notwithstanding  either the
place  of  execution  hereof,  nor the  performance  of any  acts in  connection
herewith or hereunder in any other jurisdiction.

      16. Venue.  The parties hereto agree that any suit filed arising out of or
in  connection  with this  Agreement  shall be brought only in the United States
District  Court for the Eastern  District of  Missouri,  unless that court lacks
jurisdiction,  in which case such  action  shall be brought  only in the Circuit
Court for St. Louis County, Missouri.

      17.  Disclosure of Existence of Agreement.  To preserve the  Corporation's
rights under this  Agreement,  the Corporation may advise any third party of the
existence  of this  Agreement  and its  terms,  and  the  Employee  specifically
releases  and agrees to indemnify  and hold the  Corporation  harmless  from any
liability for doing so.

      18. Opportunity to Review. Employee hereby represents and warrants that he
has had an  opportunity  to  review  this  Agreement  and  ask  the  Corporation
questions  about the Agreement,  and  understands the meaning and effect of each
paragraph of this Agreement.

      The parties have executed this Agreement as of January 1, 2004.


                                          LMI AEROSPACE, INC.

                                          ("Corporation")

                                     By:  ______________________________________
                                          Joseph Burstein, Chairman of the Board


                                          -------------------------------
                                                   Ronald S. Saks
                                                    ("Employee")