Exhibit 10.2

                          RELOCATION EXPENSES AGREEMENT


                  This Executive Employment Agreement (this "Agreement") is
dated as of May 11, 2007 between Aerospace Products International, Inc., a
Delaware corporation, 3778 Distriplex Drive North, Memphis, TN 38118 (the
"Company" or "API"), and Ahmed Metwalli, an individual, U.S. citizen, residing
at 10071 NW 7th Street, Plantation, FL 33324 ("you").

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

     1. API will reimburse you up to a maximum total of Sixty-Five Thousand
Dollars ($65,000) for the following reasonable, documented expenses of
relocation from Florida to the Memphis area:

         a.   House-hunting trips from Florida to the vicinity of Memphis for
              you and your spouse, for the purpose of the selection of a
              personal residence;

         b.   Relocation Services of your choosing to assist you with your
              relocation and house hunting needs

         c.   Moving of your family's personal property, and temporary storage
              in the Memphis area

         d.   Transportation of your family;

         e.   Closing costs, real estate commissions, and expenses for the sale
              of your residence in Florida and closing costs for the purchase of
              your residence in Memphis;

         f.   Licenses, fees, and other out-of-pocket expenses, not otherwise
              reimbursed, directly related to your and your family's relocation
              to Memphis.

Each such reimbursement will be paid only in accordance with API's regular
policies, guidelines, and procedures for such expenses.

     2. In addition to the above, API will reimburse you up to a maximum total
of Twenty Thousand Dollars ($20,000) for the following Temporary Living Expense
Reimbursement in the Memphis vicinity, for yourself and your spouse only, for
the earlier of either one hundred eighty (180) days or until your family's
relocation is completed. Such reimbursement shall include your reasonable
expenses of furnished apartment, airfare, car rental, meals, laundry, and other
items, and shall be paid only in accordance with API's regular policies and
procedures for Temporary Living Expense Reimbursement.


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     3. You will repay to API the full gross amount of any and all expenses paid
on your behalf or reimbursed to you by API pursuant to Section 1 of this
Agreement if within eighteen (18) months of your hire/transfer date (as
indicated in records maintained in Human Resources), your employment with API is
terminated for any of the following reasons:

         a. You fail for any reason under your control to commence employment at
         API by July 1, 2007; or.

         b. You for any reason voluntarily cause your employment with API to be
         terminated without Cause pursuant to Section IV.4(a) of your Executive
         Employment Agreement with API; or

         c. You are discharged for Cause, pursuant to Sections IV.2(a) and
         IV.1(a) of your Executive Employment Agreement with API.

     4. If any repayment is required pursuant to Section 3 above, API may elect
to deduct any amount due to be repaid from any final wages, vacation pay,
commissions, bonus, or other compensation or payment due to you, unless
otherwise prohibited by law. If there is further repayment required, you shall
upon request elect in writing one of the following repayment options:

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

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

     5. In the event of any delinquency in repayment which continues for more
than thirty days, API may declare the entire repayments balance to be due and
owing immediately. Thereafter, the balance of your repayment obligations to API
shall bear interest from the initial due date, at the rate of 1.5% per calendar
month, for all principal and interest which remains due and unpaid, until paid
in full. You further agree to pay all the expenses, costs, and reasonable
attorney fees of collection of your repayment obligations. You understand and
agree that your failure to make repayments as provided herein and related tax
liability will be reported to credit reporting agencies and may have a negative
effect on your credit rating.

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


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

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

AEROSPACE PRODUCTS INTERNATIONAL INC.
a Delaware corporation


By:   /s/ Aaron Hollander
      -------------------
Title:  President



AHMED METWALLI, an individual


/s/ Ahmed Metwalli
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