Exhibit 10.3


                                    AGREEMENT

         This agreement dated March 26, 2007 (the "Agreement"),  is made between
TAT Technologies Ltd.(`TAT"), a company organized under the laws of the State of
Israel, and Limco Piedmont Inc. ("Limco"), a Delaware corporation, and as of the
date hereof, a wholly owned subsidiary of TAT.

                                   WITNESSETH:

         WHEREAS,  the board of directors of TAT has approved the initial public
offering (the "IPO") by Limco of its shares of common stock,  par value $.01 per
share (the "Common Stock") in a registered  offering under the Securities Act of
1933, as amended;

         WHEREAS,   it  is  appropriate  and  desirable  to  set  forth  certain
agreements  that will,  following the  consummation  of the IPO,  govern certain
matters  relating to the IPO and the  relationship  of TAT and Limco and Limco's
wholly-owned subsidiaries;

         WHEREAS,  the terms and  conditions  set forth herein have not resulted
from arms-length  negotiations  between the parties because of TAT's and Limco's
parent-subsidiary  relationship, and, accordingly, such terms and conditions may
be in some  respects  less  favorable  to Limco than those it could  obtain from
unaffiliated third parties.

         NOW, THEREFORE,  in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  and intending to be
legally bound hereby, the parties hereby agree as follows:

         1.       THE IPO

         The IPO will be a  primary  offering  of  Common  Stock by Limco  and a
secondary  offering  of Limco  shares  held by TAT.  Limco shall (a) consult and
cooperate in all respects with TAT in connection  with the pricing of the Common
Stock to be offered in the IPO; (b) at the direction of TAT, execute and deliver
an underwriting  agreement (the "Underwriting  Agreement") in form and substance
reasonably  satisfactory to TAT; and (c) at the direction of TAT,  promptly take
any and all actions necessary or desirable to consummate the IPO as contemplated
by the registration  statement on Form S-1 (the "Registration  Statement") filed
by Limco  with the  Securities  and  Exchange  Commission  (the  "SEC")  and the
Underwriting Agreement.

         2.       INTERCOMPANY NOTES.

         Limco shall use a portion of the net cash  proceeds of the IPO to repay
the remaining $4 million  outstanding  balance on the intercompany notes payable
to TAT and the accrued interest thereon.

         3.       RESCISSION.

         NOTWITHSTANDING  ANYTHING TO THE CONTRARY SET FORTH IN THIS  AGREEMENT,
IF DELIVERY OF THE FIRM PUBLIC OFFERING COMMON STOCK TO

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THE  UNDERWRITERS  AGAINST  PAYMENT  THEREFORE IS NOT  COMPLETE  WITHIN FOUR (4)
BUSINESS  DAYS  AFTER THE  EFFECTIVE  DATE OF THE  REGISTRATION  STATEMENT,  ALL
TRANSACTIONS THERETOFORE COMPLETED UNDER THIS AGREEMENT OR ANY OF THE AGREEMENTS
EXECUTED  IN  CONNECTION  WITH  THIS  AGREEMENT  OR THE IPO  (COLLECTIVELY,  THE
"TRANSACTION DOCUMENTS") SHALL IMMEDIATELY BE RESCINDED IN ALL RESPECTS AND THIS
AGREEMENT AND ALL OF THE TRANSACTION DOCUMENTS SHALL TERMINATE.

         4.       FINANCIAL AND OTHER INFORMATION.

         (a)      FINANCIAL  INFORMATION.  Limco agrees that, for so long as TAT
is  required  to either  consolidate  the results of  operations  and  financial
position of Limco with the results of operations  and financial  position of TAT
or to account for its  investment in Limco under the equity method of accounting
(determined  in accordance  with U.S generally  accepted  accounting  principles
("GAAP") and consistent with SEC reporting requirements):

                  (i)      DISCLOSURE   OF   FINANCIAL   CONTROLS.   Limco  will
maintain,  as of and after the  closing  date of the IPO (the  "Closing  Date"),
disclosure controls and procedures and internal control over financial reporting
as defined in Securities  Exchange Act of 1934, as amended (the "Exchange  Act")
Rule 13a-15  promulgated  under the Exchange  Act.  Limco will cause each of its
principal  executive  and  principal  financial  officers  to sign  and  deliver
certifications  to Limco's periodic reports and will include the  certifications
in Limco's periodic reports,  as and when required pursuant to Exchange Act Rule
13a-14  and Item 601 of  Regulation  S-K.  Limco will  cause its  management  to
evaluate  Limco's  disclosure  controls and procedures and internal control over
financial  reporting  (including  any change in internal  control over financial
reporting) as and when required pursuant to Exchange Act Rule 13a-15. Limco will
disclose  in its  periodic  reports  filed with the SEC  information  concerning
Limco's  management's  responsibilities for and evaluation of Limco's disclosure
controls  and   procedures  and  internal   control  over  financial   reporting
(including,  without  limitation,  the annual  management report and attestation
report  of  Limco's   independent   certified  public  accountants  (the  "Limco
Auditors")  relating to internal  control over financial  reporting) as and when
required  under Items 307 and 308 of  Regulation  S-K and other  applicable  SEC
rules.

                  (ii)     FISCAL YEAR.  Limco will  maintain a fiscal year that
commences  and ends on the same  calendar  days upon  which  TAT's  fiscal  year
commences and ends and will maintain  monthly  accounting  periods that commence
and end on the same calendar days upon which TAT's  monthly  accounting  periods
commence and end.

                  (iii)    QUARTERLY   FINANCIAL   STATEMENTS.    As   soon   as
practicable, and in any event no later than the earlier of (A) ten (10) business
days prior to the date on which  Limco is  required to file a Form 10-Q or other
document containing  quarterly financial statements with the SEC for each of the
first  three (3) fiscal  quarters  in each fiscal year of Limco and (B) five (5)
business  days  prior to the date on which  Limco has  notified  TAT that  Limco
intends to file its Form 10-Q or other document  containing  quarterly financial
statements  with  the  SEC,  Limco  will  deliver  to  TAT  drafts  of  (X)  the
consolidated  financial statements of Limco (and notes thereto) for such periods
and for the period from the  beginning of the current  fiscal year to the end of
such  quarter,  setting  forth in each  case in  comparative  form for each such
fiscal quarter of

<PAGE>

Limco the consolidated figures (and notes thereto) for the corresponding quarter
and  periods  of the  previous  fiscal  year and all in  reasonable  detail  and
prepared in  accordance  with Article 10 of Regulation  S-X and GAAP,  and (Y) a
discussion and analysis by Limco's management of Limco's financial condition and
results of operations for such fiscal period, including,  without limitation, an
explanation of any material  period-to-period  change and any off-balance  sheet
transactions,  all in  reasonable  detail and prepared in  accordance  with Item
303(b) of Regulation S-K.

                  (iv)     ANNUAL FINANCIAL STATEMENTS.  As soon as practicable,
and in any event no later than the earlier of (A) ten (10)  business  days prior
to the date on which  Limco is  required  to file a Form 10-K or other  document
containing  its  annual  financial  statements  with  the SEC and (B)  five  (5)
business  days  prior to the date on which  Limco has  notified  TAT that  Limco
intends  to file its Form 10-K or other  document  containing  annual  financial
statements  with  the  SEC,  Limco  will  deliver  to  TAT  drafts  of  (X)  the
consolidated  financial  statements of Limco (and notes  thereto) for such year,
setting forth in each case in  comparative  form the  consolidated  figures (and
notes  thereto) for the previous  fiscal year and all in  reasonable  detail and
prepared in accordance  with  Regulation  S-X and GAAP, and (Y) a discussion and
analysis by Limco's  management  of Limco's  financial  condition and results of
operations for such year, including,  without limitation,  an explanation of any
material period-to-period change and any off-balance sheet transactions,  all in
reasonable detail and prepared in accordance with Item 303(a) of Regulation S-K.
Limco  will  deliver  to TAT all  revisions  to such  drafts as soon as any such
revisions  are prepared or made.  No later than the earlier of five (5) business
days prior to (aa) the date on which Limco publicly  files the annual  financial
statements  with the SEC and (bb) the date Limco  otherwise  makes  such  annual
financial  statements  publicly  available,  Limco will deliver to TAT the final
form of the Limco annual financial statements and certifications  thereof by the
principal  executive and financial officers of Limco in the forms required under
SEC rules for periodic reports;  PROVIDED,  HOWEVER,  that Limco may continue to
revise such annual financial  statements prior to the filing thereof in order to
make  corrections and  non-substantive  changes,  PROVIDED,  FURTHER,  that such
corrections  and  changes  will  be  delivered  by  Limco  to  TAT  as  soon  as
practicable.

                  (v)      BUDGETS AND  FINANCIAL  PROJECTIONS.  Limco will,  as
promptly as  practicable,  deliver to TAT copies of all annual and other budgets
and financial projections relating to the Limco on a consolidated basis and will
provide TAT an  opportunity  to meet with  management  of Limco to discuss  such
budgets and projections.

                  (vi)     OTHER INFORMATION.  With reasonable promptness, Limco
will deliver to TAT such  additional  financial and other  information  and data
with respect to it and its business, properties, financial positions, results of
operations  and  prospects as from time to time may be  reasonably  requested by
TAT.

                  (vii)    PRESS RELEASES AND SIMILAR INFORMATION. Limco and TAT
will  consult  with each  other as to the timing of their  annual and  quarterly
earnings  releases  and any interim  financial  guidance for a current or future
period  and will  give each  other the  opportunity  to review  the  information
therein  relating  to Limco and to  comment  thereon.  TAT and  Limco  will make
commercially  reasonable  efforts to issue their respective annual and quarterly
earnings releases at approximately the same time on the same date.

<PAGE>

                  (viii)   COOPERATION  ON TAT  FILINGS.  Limco  will  cooperate
fully,  and will cause  Limco's  auditors to  cooperate  fully,  with TAT to the
extent requested by TAT in the preparation of TAT's public earnings  releases or
other press  releases,  Annual Reports on Form 20-F, any Current Reports on Form
6-K and any other registration statements,  reports,  notices,  prospectuses and
any other filings made by TAT with the SEC, any national  securities exchange or
otherwise  made publicly  available  (collectively,  the "TAT PUBLIC  FILINGS").
Limco agrees to provide to TAT all information  that TAT reasonably  requests in
connection  with any TAT Public  Filings or that, in the judgment of TAT's legal
counsel,  is required to be disclosed or incorporated by reference therein under
any law, rule or  regulation.  Limco will provide such  information  in a timely
manner to enable TAT to prepare,  print and  release  all TAT Public  Filings on
such  dates as TAT will  determine  but in no event  later than as  required  by
applicable law. Limco will use commercially  reasonable efforts to cause Limco's
Auditors  to  consent  to any  reference  to them as  experts  in any TAT Public
Filings  required  under  any  law,  rule or  regulation.  If and to the  extent
requested by TAT, Limco will  diligently and promptly  review all drafts of such
TAT Public  Filings and prepare in a diligent and timely  fashion any portion of
such TAT Public  Filing  pertaining  to Limco.  Prior to any  printing or public
release of any TAT Public  Filing,  an  appropriate  executive  officer of Limco
will, if requested by TAT, certify that any information relating to Limco and/or
its  subsidiaries  in such TAT Public  Filing is  accurate,  true,  complete and
correct in all material  respects.  Unless  required by law, rule or regulation,
Limco  will not  publicly  release  any  financial  or other  information  which
conflicts  with the  information  with respect to it that is included in any TAT
Public Filing  without  providing TAT with prior  written  notice.  Prior to the
release or filing thereof, TAT will provide Limco with a draft of any portion of
a TAT Public Filing containing  information  relating to the Limco and will give
Limco an opportunity to review such  information and comment  thereon;  PROVIDED
THAT, TAT will determine in its sole and absolute  discretion the final form and
content of all TAT Public Filings.

         (b)      AUDITORS AND AUDITS;  ANNUAL STATEMENTS AND ACCOUNTING.  Limco
agrees that, for so long as TAT is required to either consolidate the results of
operations and financial  position of Limco, or to account for its investment in
Limco  under  the  equity  method of  accounting  (in  accordance  with GAAP and
consistent with SEC reporting requirements):

                  (i)      SELECTION OF LIMCO  AUDITORS.  Unless required by law
or otherwise  determined  by the audit  committee of Limco's board of directors,
Limco  will not  select a  different  accounting  firm  from the  current  Limco
Auditors  (or its  affiliated  accounting  firms)  (unless so directed by TAT in
accordance  with a change by TAT in its  accounting  firm (the "TAT  Auditors"))
without TAT's prior written consent (which will not be unreasonably withheld).

                  (ii)     AUDIT TIMING. Limco will use commercially  reasonable
efforts to enable Limco  Auditors to complete  their audit such that TAT will be
able to meet its schedule for the printing,  filing and public  dissemination of
the TAT annual financial statements,  all in accordance with SECTION 4(a) hereof
and as required by applicable law.

                  (iii)    ACCESS TO LIMCO  AUDITORS.  Limco will  authorize the
Limco  Auditors  to  make  available  to the  TAT  Auditors  the  personnel  who
performed,  or are  performing,  the  annual  audit of Limco as well as the work
papers related to the annual audit of Limco, in all cases within

<PAGE>

a reasonable time prior to the date of the Limco Auditors' opinion on the annual
financial  statements,  so that TAT Auditors are able to perform the  procedures
they consider necessary to take responsibility for the work of Limco Auditors as
it relates to TAT Auditors' report on the TAT annual  financial  statements (the
"TAT Annual  Statements"),  all within sufficient time to enable TAT to meet its
schedule for the preparation,  printing,  filing and public dissemination of the
TAT Annual Statements.

                  (iv)     NOTICE OF CHANGES.  Limco will give TAT as much prior
notice  as  reasonably  practicable  of any  proposed  determination  of, or any
significant  changes in, Limco's accounting  estimates or accounting  principles
from those currently in effect. Limco will consult with TAT and, if requested by
TAT, Limco will consult with the TAT Auditors with respect  thereto.  Limco will
not make any such  determination  or changes without TAT's prior written consent
if such a  determination  or a  change  would  be  sufficiently  material  to be
required to be disclosed in Limco's or TAT's financial  statements as filed with
the SEC or otherwise publicly disclosed therein.

         5.       FURTHER ASSURANCES.

         (a)      In addition to the actions specifically provided for elsewhere
in this  Agreement,  each of the parties will  cooperate with each other and use
(and  will  cause  their   respective   subsidiaries   and  affiliates  to  use)
commercially  reasonable  efforts,  prior to, on and after the Closing  Date, to
take, or to cause to be taken,  all actions,  and to do, or to cause to be done,
all things reasonably  necessary on its part under applicable law or contractual
obligations to consummate and make effective the  transactions  contemplated  by
this Agreement.

         (b)      On or prior to the Closing Date,  TAT and Limco shall take all
actions as may be necessary to approve the stock-based employee benefit plans of
Limco in order to satisfy the  requirements of Rule 16b-3 under the Exchange Act
and the applicable rules and regulations of the NASDAQ Stock Market.

         6.       INSURANCE MATTERS.

         (a)      Limco and its  subsidiaries  will  continue  to have  coverage
under TAT's insurance policies (each an "Insurance  Policy";  collectively,  the
"Insurance  Policies")  until such time as TAT ceases to  beneficially  own more
than 50% of the total voting power of Limco Common Stock (the  "Trigger  Date").
Limco will pay  retrospective  premium  adjustments  under  each such  Insurance
Policy based on its loss experience under the Insurance Policy and in accordance
with TAT's pricing  methodologies.  Limco will have coverage under all Insurance
Policies with respect to periods  prior to the Trigger Date in  accordance  with
the terms of each such  Insurance  Policy.  TAT and Limco agree to  cooperate in
good faith to provide for an orderly transition of insurance coverage leading up
to the Trigger Date,  and for the treatment of any Insurance  Policies that will
remain in effect following the Trigger Date on a mutually agreeable basis. Limco
may cancel coverage under any Insurance Policy by written notice to TAT at least
sixty (60) days prior to such cancellation. In no event shall TAT have liability
or obligation  whatsoever to Limco if any Insurance  Policy or other contract or
policy of insurance  shall be terminated  or otherwise  cease to be in effect or
for any reason shall be  unavailable  or  inadequate  to cover any  liability or
obligation of Limco for any reason whatsoever or shall not be renewed

<PAGE>

or extended  beyond the current  expiration  date.  TAT shall provide  notice to
Limco  promptly  upon its  becoming  aware  that any  Insurance  Policy has been
terminated  or is  otherwise no longer in effect or is  reasonably  likely to be
terminated or otherwise cease to be in effect.

         (b)      (i) Except as otherwise  provided,  the parties intend by this
Agreement that Limco shall be a successor-in-interest  to all rights that it may
have as of the Closing  Date as a  subsidiary  of TAT prior to the Closing  Date
under any Insurance  Policy issued to TAT by any insurance  carrier or under any
agreements  related to such Insurance Policy executed and delivered prior to the
Closing  Date,  including  any rights it may have,  as an insured or  additional
named insured, subsidiary, affiliate, division or department, to avail itself of
any such policy of insurance or any such agreements  related to such policies as
in effect prior to the Closing Date. At the request of Limco, TAT shall take all
commercially  reasonable  steps,  including  the  execution  and delivery of any
instruments,  to effect the foregoing;  PROVIDED, HOWEVER, that TAT shall not be
required  to pay any  amounts,  waive any  rights or incur  any  liabilities  in
connection therewith.

                  (ii)     Except as otherwise  contemplated  by any Transaction
Document,  after the  Closing  Date,  neither TAT nor Limco  shall,  without the
consent of the other,  provide such insurance  carrier under an Insurance Policy
with a release,  or amend,  modify or waive any rights under any such  Insurance
Policy or agreement relating thereto, if such release,  amendment,  modification
or  waiver  would  adversely   affect  any  their  rights  or  potential  rights
thereunder;  PROVIDED, HOWEVER, that the foregoing shall not (A) preclude TAT or
Limco from presenting any claim or from exhausting any policy limit, (B) require
any TAT or Limco to pay any premium or other  amount or to incur any  liability,
or (C) require any member of any  subsidiaries  of affiliates of TAT or Limco to
renew,  extend or continue any policy in force. Each of Limco and TAT will share
such  information  as is  reasonably  necessary  in order to permit the other to
manage and conduct its insurance matters in an orderly fashion.

         (c)      This  Agreement  shall  not  be  considered  as  an  attempted
assignment of any  Insurance  Policy or as a contract of insurance and shall not
be  construed  to waive any right or remedy of TAT in respect  of any  Insurance
Policy or any other contract or policy of insurance.

         (d)      Limco  does  hereby  agree  that TAT shall  have no  liability
whatsoever to Limco as a result of the  Insurance  Policies and practices of TAT
and its affiliates as in effect at any time prior to the Closing Date, including
as a result of the level or scope of any such insurance, the creditworthiness of
any insurance  carrier,  the terms and conditions of any Insurance  Policy,  the
adequacy or timeliness  of any notice to any  insurance  carrier with respect to
any claim or potential claim or otherwise.

         (e)      Nothing in this Agreement shall be deemed to restrict Limco or
any one of its  subsidiaries or affiliates from acquiring at its own expense any
other  insurance  policy in respect of any  liabilities  or covering any period;
PROVIDED THAT,  Limco shall give TAT prompt written notice of any such insurance
policy acquired prior to the Trigger Date.

         7.       FUTURE INTERCOMPANY TRANSACTIONS.

         All proposed intercompany  transactions between Limco and TAT after the
Closing Date,  including any material  amendments to any outstanding  agreement,
and any consent or approval

<PAGE>

proposed  to be  granted  by Limco for TAT's  benefit,  in each case that  would
ordinarily be submitted for approval by the board of directors of Limco, will be
subject to the  approval of the audit  committee  of the board of  directors  of
Limco.

         8.       BOARD OF DIRECTORS.

         TAT and Limco  acknowledge  and agree that prior to the  Trigger  Date,
Limco may  qualify  as a  "controlled  company"  under the NASDAQ  Stock  Market
corporate  governance  standards  because more than fifty  percent  (50%) of the
voting power of Limco is held by an individual, a group or another company. With
respect to composition of Limco's board of directors and committees  thereof, to
the extent  available,  Limco shall utilize the exemptions  for compliance  with
certain NASDAQ Stock Market  corporate  governance  rules afforded a "controlled
company,"  including  the  requirements  of the NASDAQ  Stock  Market  corporate
governance  rules, or any successor rules,  requiring (a) that a majority of the
board of  directors  consist  of  independent  directors,  (b) that the board of
directors  have  a  nominating  and  corporate  governance  committee  comprised
entirely of  independent  directors  with a written  charter  setting  forth the
committee's purpose and responsibilities, (c) that the board of directors have a
compensation  committee  comprised  entirely  of  independent  directors  with a
written charter setting forth the committee's purpose and responsibilities,  and
(d) an annual performance  evaluation of the nominating and corporate governance
and  compensation  committees.  Limco shall  disclose  its  utilization  of such
exemptions and the basis for its  determination  that is a "controlled  company"
under the NASDAQ Stock Market corporate governance rules, or any successor rule,
in its annual proxy statement to shareholders.

         9.       CONSIDERATION BY SENIOR EXECUTIVES.

         If a dispute  between the parties (a  "Dispute") is not resolved in the
normal  course of business at the  operational  level,  the parties  first shall
attempt in good faith to resolve such Dispute by negotiation  between executives
who hold, at a minimum,  the title of chief executive officer or chief financial
officer of the respective  business  entities  involved in such Dispute prior to
exercising  any  remedies  provided  for herein.  Either  party may initiate the
executive  negotiation process by providing a written notice to the other as set
forth in Section 15 of this  Agreement  (the "Initial  Notice").  Within fifteen
(15) days after delivery of the Initial Notice, the receiving party shall submit
to the other a written  response (the  "Response").  The Initial  Notice and the
Response  shall  include  (i) a statement  of the  Dispute  and of each  party's
position,  and (ii) the name and title of the executive who will  represent that
party and of any other person who will accompany the executive.  Such executives
will meet in person or by telephone  within  twenty (20) days of the date of the
Initial Notice to seek a resolution of the Dispute.

         10.      ARBITRATION.

         If a Dispute is not resolved by  negotiation  as provided in Section 9,
within thirty (30) days after delivery of the Initial  Notice,  either party may
submit the Dispute to  arbitration  that that will be conducted in New York City
before  three   arbitrators   in  accordance   with  the  American   Arbitration
Association's  Commercial  Rules  of  Practice.  Each  party  will  bear its own
attorneys'  fees and costs  incurred in  connection  with the  resolution of any
Dispute.

<PAGE>

         11.      CORPORATE POWER.

         (a)      Each of TAT and Limco  represents,  severally and not jointly,
that:

                  (i)      it has the  requisite  corporate  or other  power and
authority  and has taken all  corporate  or other  action  necessary in order to
execute,  deliver and perform this Agreement and to consummate the  transactions
contemplated hereby; and

                  (ii)     this  Agreement  has been duly executed and delivered
by it and will  constitute  its  valid  and  binding  agreement  enforceable  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,   insolvency,  fraudulent  conveyance  or  similar  laws
affecting the enforcement of creditors'  rights generally and subject to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding of law or in equity).

         12.      GOVERNING LAW.

         This  Agreement  shall be governed by and construed and  interpreted in
accordance with, the laws of the State of Delaware, without giving effect to any
conflicts of law rule or principle  that might  require the  application  of the
laws of another jurisdiction.

         13.      SURVIVAL OF COVENANTS.

         Except  as  expressly  set  forth  herein,   the  covenants  and  other
agreements  contained  in this  Agreement  and  liability  for the breach of any
obligations  contained  herein,  shall  survive the IPO and shall remain in full
force and effect.

         14.      FORCE MAJEURE.

         No party  hereto (or any Person  acting on its  behalf)  shall have any
liability or responsibility  for failure to fulfill any obligation (other than a
payment obligation) under this Agreement or, unless otherwise expressly provided
therein,  any  Transaction  Document,  so long as and to the extent to which the
fulfillment of such obligation is prevented,  frustrated, hindered or delayed as
a consequence of circumstances of FORCE MAJEURE. A party claiming the benefit of
this provision shall, as soon as reasonably  practicable after the occurrence of
any such  event:  (i) notify  the other  parties of the nature and extent of any
such  FORCE  MAJEURE  condition  and (ii) use due  diligence  to remove any such
causes and resume performance under this Agreement as soon as feasible.

         15.      NOTICES.

         All notices,  requests,  claims, demands and other communications under
this  Agreement  shall be in  writing  and shall be given or made (and  shall be
deemed to have been duly given or made upon  receipt) by delivery in person,  by
overnight  courier  service,  by facsimile with receipt  confirmed  (followed by
delivery of an original  via  overnight  courier  service) or by  registered  or
certified mail (postage  prepaid,  return  receipt  requested) to the respective
parties at the following addresses):

<PAGE>

         If to TAT, to:

                           TAT Technologies, Ltd.

                           P.O. Box 80
                           Gedera 70750, Israel




                  Attn: Dov Zeelim, Chairman

                  Fax : [To come]

         If to Limco, to:

                           Limco-Piedmont Inc.
                           5304 South Lawton Ave.
                           Tulsa, Oklahoma 74107




                  Attn: Shaul Menachem, Chief Executive Officer

                  Fax :  (918)269-3655

         16.      SEVERABILITY.

         If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced  under any law or as a matter of public policy,  all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full force and effect.  Upon such determination that any term or other provision
is  invalid,  illegal  or  incapable  of being  enforced,  the  parties  to this
Agreement shall negotiate in good faith to modify this Agreement so as to effect
the  original  intent of the  parties  as  closely  as  possible  in a  mutually
acceptable manner in order that the transactions  contemplated by this Agreement
be consummated as originally contemplated to the greatest extent possible.

         17.      ENTIRE AGREEMENT.

         Except  as  otherwise  expressly  provided  in  this  Agreement,   this
Agreement  constitutes  the entire  agreement of the parties with respect to the
subject  matter  of this  Agreement  and  supersedes  all prior  agreements  and
undertakings,  both  written and oral,  between or on behalf of the parties with
respect to the subject matter of this Agreement.

         18.      ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES.

         This  Agreement  shall not be assigned by any party hereto  without the
prior written consent of the other party hereto.  This Agreement is for the sole
benefit of the parties to this  Agreement  and their  permitted  successors  and
assigns and nothing in this Agreement, express or

<PAGE>

implied,  is  intended to or shall  confer  upon any other  person or entity any
legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.

         19.      AMENDMENT.

         No provision of this  Agreement may be amended or modified  except by a
written  instrument  signed  by both  parties.  No  waiver  by any  party of any
provision hereof shall be effective  unless  explicitly set forth in writing and
executed by the party so waiving.  The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other subsequent breach.

         20.      RULES OF CONSTRUCTION.

         Interpretation  of this  Agreement  shall be governed by the  following
rules of  construction:  (a) words in the singular  shall be held to include the
plural and vice versa and words of one gender shall be held to include the other
gender as the context  requires,  (b) the word  "including" and words of similar
import shall mean "including,  without  limitation," (c) provisions shall apply,
when appropriate, to successive events and transactions,  and (d) this Agreement
shall  be  construed  without  regard  to  any  presumption  or  rule  requiring
construction  or  interpretation  against  the party  drafting  or  causing  any
instrument to be drafted.

         21.      COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, and by each
party in separate  counterparts,  each of which when executed shall be deemed to
be an original but all of which taken together shall constitute one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Agreement by facsimile or electronic mail shall be as effective as delivery of a
manually executed counterpart of any such Agreement.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above by their respective duly authorized officers.


                                   TAT TECHNOLOGIES LTD.



                                   By: /s/ Dov Zeelim
                                       _________________________________________
                                   Name:
                                   Title:



                                   LIMCO-PIEDMONT INC.



                                   By: /s/ Shaul Menachem
                                       _________________________________________
                                   Name:
                                   Title: