Ex. 10.1 - Memorandum of Understanding dated 11/1/05 between LMI Aerospace
      and Gulfstream Aerospace Corporation


    EXHIBIT
      10.1

    


    Memorandum
      of Understanding

    November
      1, 2005

    
 

    This
      Memorandum of Understanding is an acknowledgement by LMI Aerospace, Inc. and
      Gulfstream Aerospace Corporation, for the following negotiated agreed to items.
      It is LMI and Gulfstream’s intent to incorporate these items into a Memorandum
      of Agreement at a future date. The period of performance for this agreement
      shall be November 1, 2005 to January 31, 2006.

    


    The
      following conditions have been agreed to by both represented
      parties:

    


    
      	1)  	
              Pricing
                on all products manufactured and delivered by LMI to include but
                not
                limited to: Skin Kits, Leading Edges, and other details as agreed
                upon
                between GAC and LMI per attachment “A”. Pricing has been established from
                the period of January, 2006 through December, 2010. * Kit
                detail
                components will be re-priced to align unit pricing of components
                with the
                escalation in raw material prices. The total kit price will reflect
                the
                price change indicated in attachment
“A.”

            


    

     

    
      	2)  	
              * LMI
                has the ability to utilize all contracts in place by GAC for raw
                material
                support. * LMI has agreed to assist GAC and it’s sub-tiers with over
                wide material distribution when
                applicable.

            


    

     

    
      	3)  	
              LMI
                and GAC have agreed to establish documentation in the MOA for bonding
                pricing protection, due to past and present failure rates of this
                process.

            


    

     

    
      	4)  	
              GAC
                and LMI has agreed to work together to establish a process for tool
                maintenance that will benefit both parties and meet all GAC quality
                requirements.

            


    

     

    
      	5)  	
              *

            


    

     

    
      	6)  	
              Responsibility
                for freight cost will remain the same as business today, *. * It
                is
                LMI’s responsibility to have personnel available to unload kit details
                off
                this truck.

            


    

     

    
      	7)  	
              GAC
                and LMI agreed to openly negotiate research and development cost
                associated with transitioning from side pull to end pull for GAC
                skins and
                doublers currently manufactured at
                Versaform/LMI.

            


    

     

    
      	8)  	
              GAC
                agrees to modify the late delivery penalty clauses in the MOA regarding
                over wide material. Only when manufacture (mill) fails to provide
                over
                wide material in a timely manner that would cause LMI to deliver
                late
                product to schedule. GAC reserves the right to verify all purchase
                order
                released to the mill to verify adequate lead time was given. LMI
                must
                communicate with GAC any and all potential late deliveries from the
                mill.

            


    

     

    
      	9)  	
              GAC
                and LMI will work together to bring closure for all other items proposed
                by LMI in document dated 10/31/05 LMI/GAC Open Issues
                .

            


    

     

    
      	10)  	
              GAC
                and LMI will review on an individual basis out of production spares
                requirements to determine if any of the requirements warrant current
                production unit pricing.

            


    

     

    
      	11)  	
              LMI
                will provide GAC with a list of inactive tooling for removal from
                LMI
                facilities.

            


    

     

    
      	12)  	
              LMI
                reserves the right with GAC to explore the effect of the min max
                pilot
                program to determine if (16) manufactured lead time weeks will be
                adequate.

            


    

     

     

    
      
        
          *
            The text
            noted by asterisks has been redacted in connection with a request to
            the
            Securities and Exchange Commission for confidential treatment of such
            text
            pursuant to Rule 24b-2. A copy of this Agreement including the redacted
            information has been submitted to the Securities and Exchange Commission
            as part
            of such request.

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	13)  	
              By
                the end of 2006, at least 80% of all components on order with the
                exception of leading edges and kitting program will be placed on
                the min
                max system. This goal will be based on LMI delivery performance to
                the
                established min max levels and
                process.

            


    

     

    
      	14)  	
              LMI
                and GAC will work together on determining a fair and equitable adjustment
                on pricing for part configuration changes. If a fair price cannot
                be
                reached then it is understood that GAC will quote the rolled part
                number
                to other suppliers.

            


    

     

    
      	15)  	
              Pricing
                for new end pull components to commence July 1, 2006. Based on burn
                down
                of current over wide material inventory at LMI and GAC contract
                distributors.

            


    

     


    
      
        
          *
            The text
            noted by asterisks has been redacted in connection with a request to
            the
            Securities and Exchange Commission for confidential treatment of such
            text
            pursuant to Rule 24b-2. A copy of this Agreement including the redacted
            information has been submitted to the Securities and Exchange Commission
            as part
            of such request.

        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Signatures:

     

    


    

      
        	 	 	 
	
                Larry
                  Nelson

                Procurement
                  Manager

                Gulfstream

              	 	
                Ron
                  Saks

                President

                LMI,
                  Inc.

              
	 	 	 
	 	 	 
	
                Dianne
                  Lantz

              	 	
                Ron
                  Llopis

              
	
                Sr.
                  Buyer

                Gulfstream

              	 	
                Southeast
                  Region field

                Representative

                LMI,
                  Inc.

              
	 	 	 
	 	 	 
	
                Jessica
                  Steptoe

                Buyer

                Gulfstream

              	 	 
	 	 	 
	 	 	 
	
                Brian
                  Fromond

                Supplier
                  Cost Analyst

                Gulfstream

              	 	 
	 	 	 
	 	 	 
	
                Larry
                  Oeltze

                Traffic
                  Manager

                Gulfstream

              	 	 


      

    

     

     

     

     

    
      *
        The text
        noted by asterisks has been redacted in connection with a request to the
        Securities and Exchange Commission for confidential treatment of such text
        pursuant to Rule 24b-2. A copy of this Agreement including the redacted
        information has been submitted to the Securities and Exchange Commission
        as part
        of such request.