Exhibit 10.4





                                    AGREEMENT

         This  Agreement  is made and  entered  into as of March  26,  2007 (the
"EFFECTIVE  DATE") by and between TAT  TECHNOLOGIES  LTD., a company  registered
under the Law of the state of Israel ("TAT"),  and its wholly-owned  subsidiary,
LIMCO  AIREPAIR  INC,  a  Delaware  corporation  ("LIMCO").  TAT and  Limco  are
hereinafter referred to as the "PARTIES".

         WHEREAS,  the Parties desire to enter into this arm's length  agreement
in order to establish a more specific commercial  relationship,  including terms
governing the provision of items and services by one Party to the other,  all as
set forth in this Agreement.

         NOW  THEREFORE,   in  consideration  of  the  premises  and  agreements
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt  and  sufficiency  of  which is  hereby  acknowledged  by both  parties,
intending to be legally bound hereby the parties hereto agree as follows:

      1. GENERAL

            1.1.     The preamble to this Agreement constitutes an integral part
                     thereof.

            1.2.     The headings of the sections are for  convenience  only and
                     shall not control or affect the meaning of any provision of
                     this Agreement.

            1.3.     In this  Agreement  the  following  terms  shall  have  the
                     meaning ascribed to them:

                     1.3.1.   "MRO SERVICES" - the supply of maintenance, repair
                              and/or overhaul services of Heat Exchangers.

                     1.3.2.   "OEM  WORK" - the  manufacture  and  supply of new
                              Heat  Exchangers and air  conditioning  systems as
                              well as any component thereof.

                     1.3.3.   "THE  CORE"  - The fin  and  plate  core of a Heat
                              Exchanger  and such other  cores as agreed upon by
                              the Parties

      2. MRO WORKS

            2.1.     All MRO Services  ordered by an existing or new customer of
                     the Parties  ("CUSTOMER") will be referred to and performed
                     by Limco,  except under the  following  circumstances  (the
                     "MRO EXCEPTIONS"):

<PAGE>

                     2.1.1.   The Customer is an Israeli entity or authority.

                     2.1.2.   The  Customer  of  TAT  demands  that  the work be
                              performed by TAT.

                     2.1.3.   If  TAT  is  the  OEM  manufacturer  of  the  Heat
                              Exchanger or component which is the subject of the
                              MRO  Service,  except with respect to customers in
                              North  America for which Limco is appointed as the
                              exclusive  MRO  licensee  for  the  term  of  this
                              Agreement.

                     2.1.4.   If  Limco  is not  qualified  to  perform  the MRO
                              Service  or  its   plant(s)   is  not  capable  of
                              performing such MRO Service.

            2.2.     All the Cores required by Limco in connection  with its MRO
                     Services  business  shall be  purchased  from  TAT,  unless
                     otherwise  provided in this  Section 2.2. or in Section 3.1
                     below.

                     2.2.1.   The prices and other terms of such purchase  shall
                              be based on the  price  chart  attached  hereto as
                              Exhibit  A, such  prices  shall be  subject  to an
                              annual increase to reflect any increase in the CPI
                              in Israel as published by the Government of Israel
                              and shall be  subject to a  pass-through  increase
                              for any  increase  in costs  of the raw  materials
                              incorporated  in the Cores.  In the event that TAT
                              develops  any new types of Cores,  the sales price
                              shall be competitive.

                     2.2.2.   TAT  may not  sell  its  Cores  fir use in the MRO
                              market to any third-party in North America, except
                              with the consent of Limco.

                     2.2.3.   Notwithstanding   the   above,   Limco   shall  be
                              permitted to manufacture new Cores for its own use
                              and may purchase  Cores  manufactured  by Hamilton
                              Sunstrand   Corporation   in  furtherance  of  its
                              agreement with Hamilton Sunstrand Corporation.  In
                              the event  Limco  desires to  manufacture  certain
                              cores that are produced by TAT or ordered by Limco
                              from TAT, it shall be required to obtain the prior
                              written consent of TAT.

                     2.2.4.   In the event  that TAT is unable  to  deliver  any
                              Cores  that  are  required  by  Limco  for its MRO
                              Services,  Limco may  purchase  such  Cores from a
                              third party with the consent of TAT, which consent
                              shall not be unreasonably withheld.

                     2.2.5.   Any Core  designed by Limco for use by TAT may not
                              be sold to a third  party  without  the consent of
                              Limco.

            2.3.     TAT is  entitled  to perform  MRO  Services in its plant on
                     fuel systems and/or  pneumatic  equipment and/or other such
                     systems that are not

<PAGE>

                     manufactured  or  serviced  by Limco at  present  ("SPECIAL
                     SYSTEMS").For  avoidance of any doubt, such Special Systems
                     shall not include any fuel heaters, oil coolers and similar
                     products manufactured by Limco.

      3. OEM WORK

            3.1.     All OEM Work  ordered by any  Customer  will be referred to
                     TAT,  except under the  following  circumstances  (the "OEM
                     EXCEPTIONS"):

                     3.1.1.   The  Customer   requests  that  the  OEM  Work  be
                              performed  in the U.S.  or due to U.S.  federal or
                              state  regulations  the OEM Work must be performed
                              within the U.S.  (i.e.  "Buy  American" or similar
                              regulation).

                              For  the  avoidance  of  doubt,  if  the  Customer
                              requests  that the  direct  contractor  of the OEM
                              Work be a U.S. entity,  but does not object to the
                              provision  by a  non-U.S.  entity  of  part of the
                              components,   the  relevant   components  will  be
                              purchased  by Limco from TAT, and the Parties will
                              negotiate  the  price  and  other  terms  at arm's
                              length.

                     3.1.2.   TAT   determines   that   the  OEM   work  is  not
                              economically  suitable for the Israeli  plant,  or
                              TAT  determines  that  due to  political  or other
                              anticipated  long-term relations with the Customer
                              or any other reason that it is preferable that the
                              OEM Work will be performed by Limco.

            3.2.     If for any reason Limco does not  manufacture  in its plant
                     the OEM part or component  under one of the OEM Exceptions,
                     it will  remain  at  TAT's  discretion  as to the  relevant
                     assignee  of the OEM Work and under  which terms TAT and/or
                     Limco will contract for its production.

            3.3.     If required  under the OEM  Exception,  the Core needed for
                     the OEM Work will be produced in Limco's  plant and may not
                     be subcontracted to a third-party.

                     However, if Limco is not capable of producing the Core, TAT
                     shall be given the right of first  refusal to provide  such
                     Core  to  Limco  in  accordance  with  the  terms  of  this
                     Agreement.

      4. ENGINEERING AND PRODUCTION SERVICES

            4.1.     Notwithstanding the provisions of Sections 2 and 3 above -

            4.2.     Each  Party  will  grant the  other  Party a right of first
                     refusal  regarding  sub-contracting  the production of Core
                     Related Components. The right of first

<PAGE>

                     refusal will be based on price  quotations  and other terms
                     to be requested from other first class manufacturers.

            4.3.     In the event  that  either  of the  Parties  shall  require
                     Engineering Services from the other, such services shall be
                     provided  at an hourly rate of $60.00 per hour and shall be
                     subject to an annual  increase equal to the increase in the
                     CPI in Israel or in Oklahoma.

            4.4.     In the  event  a new  product  is  developed  by one of the
                     Parties on behalf of the other Party,  the developing Party
                     shall receive a 5% royalty on all sales of such product.

      5. SALES LEADS

         In the event that a Party provides the other Party with an introduction
to a potential  customer that results in the sale of a product or service by the
other  Party to such  customer,  the  Introducing  Party  shall be entitled to a
commission  of 5% from  any sale of a  product  or  service  arising  from  such
introduction.

      6. AGREEMENT TERM

         This Agreement will be effective for 10 years from the date hereof, but
may be terminated immediately by either Party in the event of:

            6.1.     A default in a material provision of this Agreement,  which
                     default  is not  cured  within  30 days of the  receipt  of
                     written notice by the other Party.

            6.2.     A liquidation, receivership and/or any other proceedings of
                     insolvency by a Party.

      7. DISPUTE RESOLUTION

         In the event  of a dispute arising  out of the  terms of this Agreement
(a "Dispute"), the  laws of the  State of  Delaware  shall apply and the parties
will attempt to resolve the Dispute as follows:

            7.1.     If 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
                     office  of  Chief  Executive  Officer  or  Chief  Financial
                     Officer  of the  respective  Parties  prior  to  exercising
                     remedies pursuant to Section 7.2. Either Party may initiate
                     the  executive  negotiation  process by providing a written
                     notice to the other (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
                     thirty (30)days of the date of the Initial Notice to seek a
                     resolution of the Dispute.

            7.2.     If a Dispute is not resolved by  negotiation as provided in
                     Section 7.1 within  thirty  (30) days from the  delivery of
                     the Initial Notice, then either

<PAGE>

                     party may submit the Dispute for  resolution by arbitration
                     as provided in Section 7.3

            7.3.     Any  arbitration  that will be initiated  under Section 7.2
                     will be  conducted  in New York City  before  the  American
                     Arbitration Association pursuant to its Commercial Rules of
                     Practice before three arbitrators. Each Party will bear its
                     own attorneys'  fees and costs incurred in connection  with
                     the resolution of any Dispute.

      8. MISCELLANEOUS

            8.1.     All  other  terms of sale,  including  shipment,  payments,
                     quality,  insurance,  warranty and  liabilities  will be as
                     customary  between  the  Parties,  and in  absence of prior
                     experience, upon commercially standard terms.

            8.2.     The terms and  provisions of this Agreement will be binding
                     upon and inure to the  benefit  of the  parties  hereto and
                     their    respective    successors,     assigns,    personal
                     representatives, heirs and estate, as applicable.

            8.3.     Neither  this  Agreement  nor any  right or  obligation  of
                     either  Party  hereunder  may be assigned to a third party,
                     unless  such  assignment  has been  approved  in advance in
                     writing by the other Party.

            8.4.     In the event the  Parties  determine  to enter into a joint
                     venture or such other  relationship  as not provided for in
                     this  Agreement,  such  terms  shall  be  approved  by  the
                     independent audit committees of each Party.

      9. NOTICES

         All notices and other communications hereunder shall be made in writing
and in English (by letter or fax) and shall be sent as follows:

            9.1.     If to Tat Technologies Ltd.:

                     Fax:

                     Attention: Dov Zeelim

                     Fax:

            9.2.     If to Limco Airepair Inc.:

                     Fax:

                     Attention: Natan Blau

                     Fax:

     10. EFFECTIVENESS

         Every notice or other  communication  sent in accordance with Section 9
shall be effective upon receipt by the addressee;  PROVIDED,  HOWEVER,  THAT any
such notice or  other  communication  which  would  otherwise  take effect after
4.00 p.m. on any particular day shall

<PAGE>

not take effect until 10.00 a.m. on the immediately  succeeding  business day in
the place of the addressee.

         IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THE AGREEMENT ON THE DATE
HEREOF.

/s/ Dov Zeelim                                /a/ Natan Blau
----------------------------------            ----------------------------------
TAT Technologies Ltd.                         Limco Airepair Inc.