Exhibit 4.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                               LIMCO-PIEDMONT INC.

         The  undersigned,  a natural  person,  for the purpose of  organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Title 8, Chapter 1, of the Delaware Code and the
acts amendatory thereof and supplemental  thereto,  and known,  identified,  and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

         FIRST:   The  name  of  the   corporation   (hereinafter   called   the
"Corporation") is: Limco-Piedmont Inc.

         SECOND: The address,  including street, number, city and county, of the
registered  office  of  the  Corporation  in  the  State  of  Delaware  is  2711
Centerville  Road,  Suite 400, in the City of Wilmington,  County of New Castle,
19808.  The registered agent of the Corporation in the State of Delaware at such
address is Corporation Service Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

         FOURTH:  The total number of shares of stock the Corporation shall have
authority to issue is 25,000,000  shares, all of which shall be shares of common
stock, having a par value of $0.01 per share.

         FIFTH: The name and mailing address of the incorporator are as follows:

                  Name                       Mailing Address
                  ----                       ---------------

                  Steven J. Glusband         Carter Ledyard & Milburn LLP
                                             Two Wall Street
                                             New York, NY 10005

         SIXTH:  The Corporation is to have perpetual existence.

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         SEVENTH:  (a) The  business  and  affairs of the  Corporation  shall be
managed  by or under the  direction  of the Board of  Directors.  The  number of
directors shall be the number of directors then in office and shall  thereafter,
subject  to any  limitations  set forth in the  By-Laws  be such  number or such
greater or lesser  number as may be fixed from time to time and at any time by a
resolution or resolutions  adopted by the affirmative  vote of a majority of the
Board of Directors.

         (b) The term of office of a director shall expire at the annual meeting
of stockholders  next following the election or most recent  re-election of such
director.  Notwithstanding  anything  contained  herein or in the By-Laws to the
contrary,  the term of office of a director  then serving shall not expire until
his successor  shall have been duly elected and  qualified.  Except as otherwise
provided  in the  By-Laws,  the  election  of  directors  is not  required to be
conducted by written ballot.

         (c) Directors can be removed at any special meeting of the stockholders
duly called for that purpose as provided in the By-Laws by the affirmative  vote
of the  holders of not less than a majority  of all shares of stock  outstanding
and entitled to vote for the election of directors, either with or without cause
and the remaining  directors will fill any vacancy or vacancies  created by such
removal in  accordance  with the  provisions  of the By-Laws.  Directors  can be
removed at any  meetings of the Board of  Directors by the vote of a majority of
the Board of  Directors,  with cause and the remaining  directors  will fill any
vacancy or vacancies  created by such removal in accordance  with the provisions
of the By-Laws.

         (d)  Any  vacancies  on  the  Board  of  Directors   caused  by  death,
resignation, retirement,  disqualification or removal from office, or created by
an increase in the  authorized  number of directors  can be filled by a majority
vote of the directors then in office.

         EIGHTH:  No person who is or was a director of the Corporation shall be
personally  liable to the  Corporation or any of its  stockholders  for monetary
damages for an act or omission  in such  person's  capacity as a director of the
Corporation,  except to the extent such  exemption  from liability or limitation
thereof is not permitted by applicable  law, as the same exists or hereafter may
be changed. If applicable law is hereafter changed to authorize corporate action
further  limiting or eliminating the liability of directors,  then the liability
of a  director  to the  Corporation  or its  stockholders  shall be  limited  or
eliminated to the fullest extent permitted by applicable law, as so changed. Any
repeal  or  amendment  of  this  Article  Eighth  by  the  stockholders  of  the
Corporation  or by changes in law,  or the  adoption of any other  provision  of
these  Articles  inconsistent  with this Article Eighth will,  unless  otherwise
required by law, be  prospective  only  (except to the extent such  amendment or
change  in law  permits  the  Corporation  to  further  limit or  eliminate  the
liability of directors)  and shall not adversely  affect any right or protection
of a  director  of the  Corporation  existing  at the  time  of such  repeal  or
amendment  or adoption of such  inconsistent  provision  with respect to acts or
omissions  occurring  prior to such  repeal or  amendment  or  adoption  of such
inconsistent provision.


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         NINTH:  (a) Each  person who was or is a party or is  threatened  to be
made a party to, or  testifies  or otherwise  participates  in, any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or  proceeding,  and any  inquiry  or  investigation  that could lead to such an
action,  suit  or  proceeding  (any  of  the  foregoing   hereinafter  called  a
"proceeding"),  whether  or not by or in the right of the  Corporation,  because
such person is or was a director,  officer, employee or agent of the Corporation
or, while a director or officer, employee or agent of the Corporation, is or was
serving at the  request of the  Corporation  as a  director,  officer,  partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic  corporation,  partnership,  joint venture,  proprietorship,
trust,  employee benefit plan,  other enterprise or other entity  (hereinafter a
"Covered  Person") shall be indemnified by the Corporation to the fullest extent
authorized or permitted by  applicable  law, as the same exists or may hereafter
be  changed,  against all  judgments,  penalties  (including  excise and similar
taxes),  fines,  settlements and reasonable expenses (including  attorneys' fees
and court  costs)  actually  incurred  by such  person in  connection  with such
proceeding,  and such right to indemnification shall continue as to a person who
has ceased to be a director,  officer, partner, venturer,  proprietor,  trustee,
employee,  agent or similar functionary and shall inure to the benefit of his or
her heirs,  executors and administrators;  PROVIDED,  HOWEVER,  that, except for
proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify a Covered  Person in  connection  with a proceeding  (or part thereof)
initiated by such Covered  Person only if such  proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification  conferred by
this Article  Ninth shall be a contract  right and shall include the right to be
paid  by the  Corporation  the  expenses  incurred  in  defending  or  otherwise
participating in any such proceeding in advance of its final disposition.

         (b) The rights  conferred on any Covered  Person by this Article  Ninth
shall not be exclusive of any other rights which any Covered  Person may have or
hereafter may acquire under law, these Articles, the By-Laws, an agreement, vote
of stockholders or disinterested directors, or otherwise.

         (c) Any repeal or amendment of this Article  Ninth by the  stockholders
of the  Corporation or by changes in law, or the adoption of any other provision
of these Articles  inconsistent with this Article Ninth,  will, unless otherwise
required  by law, be  prospective  only  (except to the extent  such  amendment,
change  in  law  or  adoption   permits  the   Corporation  to  provide  broader
indemnification rights on a retroactive basis than permitted prior thereto), and
will not in any way  diminish  or  adversely  affect  any  right  or  protection
existing  at  the  time  of  such  repeal  or  amendment  or  adoption  of  such
inconsistent provision in respect of any act or omission occurring prior to such
repeal or amendment or adoption of such inconsistent provision.

         (d) This Article Ninth shall not limit the right of the Corporation, to
the extent and in the manner authorized or permitted by law, to indemnify and to
advance expenses to persons other than Covered Persons.


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         TENTH:  Any  amendment  of these  Articles  must first be approved by a
majority of the Board of Directors,  and if required by law, must  thereafter be
approved by a majority of the  outstanding  shares of common stock,  except that
the  amendment  of  the  provisions  relating  to  stockholder   action,   Board
composition,  limitation  of liability  must be approved by not less than 75% of
the outstanding shares of common stock.

         ELEVENTH:  The  By-Laws  may be  amended by the  affirmative  vote of a
majority of the directors then in office,  subject to any  limitations set forth
in the By-Laws;  and may also be amended by the affirmative vote of at least 75%
of the  outstanding  shares of  common  stock,  or,  if the  Board of  Directors
recommends that the stockholders approve the amendment,  by the affirmative vote
of the majority of the outstanding shares of common stock.


Signed on February 27, 2007



                                        /s/ Steven J. Glusband
                                        ----------------------------------------
                                        Steven J. Glusband, Incorporator


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