LMI AEROSPACE, INC.

                               FIRST AMENDMENT TO
                           RESTRICTED STOCK AGREEMENT


         THIS  AMENDMENT  is made as of the 27th day of April 1998,  between LMI
AEROSPACE,  INC., a Missouri  corporation (the  "Corporation"),  and LAWRENCE J.
LEGRAND ("LeGrand").

                                    RECITALS

         A. The Corporation awarded LeGrand 10,000 shares of common stock ($0.02
par value) of the  Corporation as an inducement to become employed as an officer
of the  Corporation  and to work  for the  success  of the  Corporation  and its
subsidiaries.

         B.  All  of  the  common  stock  awarded  to  LeGrand  was  subject  to
restrictions  and  substantial  risks of  forfeiture  under a  Restricted  Stock
Agreement dated as of April 27, 1998 (the "Restricted Stock Agreement").

         C. The  Corporation  and LeGrand have  determined  that the  Restricted
Stock Agreement did not accurately memorialize their agreement.

         D.  Accordingly,  the  parties  desire to reform the  Restricted  Stock
Agreement to reflect their agreements.

         The parties  hereby reform the Restricted  Stock  Agreement by amending
its terms as follows:

         1. Section 4 of the  Restricted  Stock  Agreement is hereby deleted and
the following section substituted in lieu thereof:

         " 4.  Right of First  Refusal.  In  consideration  of the  award of the
         Restricted Stock LeGrand,  contemporaneously herewith LeGrand gives the
         Corporation  a right of first  refusal with  respect to the  Restricted
         Stock.  After the Termination Date if LeGrand shall receive a bona fide
         written  offer  from a  third  party  to  purchase  some  or all of the
         Restricted Stock at a specified purchase price and upon specified terms
         and conditions  (the "Third Party Offer"),  LeGrand shall promptly give
         written notice and a copy of such offer to the Corporation  (the "Third
         Party  Notice").  The  Corporation  shall have an  option,  but not the
         obligation,  to purchase the  Restricted  Stock which is subject to the
         Third Party Offer,  which option may be exercised  within ten (10) days
         of the receipt by the  Corporation  of the Third Party Notice by giving
         notice of such exercise to LeGrand ("Notice of Exercise of Option"). If
         the  Corporation  elects to  purchase  the  Restricted  Stock  which is
         subject to the Third Party Offer, the closing shall take place no later
         than  twenty  (20) days after the Notice of  Exercise  of Option at the
         offices  of the  Corporation.  The  purchase  price  per  share  of the
         Restricted  Stock  shall be  seventy-five  percent  (75%) of the traded
         market  value on the date of the Third Party Notice  multiplied  by the
         number of shares of  Restricted  Stock to be  purchased.  The  purchase
         price shall be paid by cashier's  check.  If The  Corporation  does not
         elect to purchase  the  Restricted  Stock which is subject to the Third
         Party Offer,  the  Restricted  Stock may be sold  pursuant to the Third
         Party Offer,  subject to the  restrictions  contained in this Agreement
         and such limitations on transfer, if any, as may exist under applicable
         law or any other agreement binding upon LeGrand.

         The parties  hereto have executed  this  Amendment as of the date first
above written.

                                         LMI AEROSPACE, INC.


                                         By:   /s/ Ronald S. Saks
                                              ---------------------------------
                                                      (Authorized Officer)

                                           /s/ Lawrence J. LeGrand
                                         --------------------------------------
                                              Lawrence J. LeGrand