EXHIBIT 10.33 FIRST AMENDMENT TO RELOCATION EXPENSES AGREEMENT This First Amendment to Relocation Expenses Agreement (this "Amendment") is made on May 14, 2004 ("Amendment Date"), between Aerospace Products International, Inc., a Delaware corporation,...

                                                                   EXHIBIT 10.33

                               FIRST AMENDMENT TO
                          RELOCATION EXPENSES AGREEMENT

     This First Amendment to Relocation Expenses Agreement (this "Amendment") is
made on May 14, 2004 ("Amendment Date"), between Aerospace Products
International, Inc., a Delaware corporation, 0000 Xxxxxxxxxx Xxxxx Xxxxx,
Xxxxxxx, XX 00000 (the "Company"), and Xxxx X. Xxxxxxx, an individual, c/o
Aerospace Products International, Inc., 0000 Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxx, XX
00000 (the "Executive").

     WHEREAS, the parties hereto have previously entered into a certain
Relocation Expenses Agreement ("Expenses Agreement") is dated as of February 16,
2004,), the all the terms and conditions of which are incorporated by reference
into this Amendment; and

     WHEREAS, the parties hereto wish to amend the Expenses Agreement;

     NOW, THEREFORE, taking into account the foregoing and in consideration of
the mutual promises and conditions contained herein, the parties hereto agree as
follows, effective as of May 14, 2004:

     I.   Section 3 of the Expenses Agreement is as of the Amendment Date
          revoked and replaced in its entirety by the following provisions:

     3.   While you are on initial assignment in the Memphis vicinity, API will
          provide you with Temporary Living Expense Reimbursement, for yourself
          only, for the earlier of either September 11, 2004 or until your
          family's relocation is completed. Such reimbursement shall include
          your reasonable expenses of lodging, meals, local transportation,
          laundry, and other items, in similar nature and amounts to your
          temporary living expenses practices to date, and shall be paid only in
          accordance with API's regular policies and procedures for Temporary
          Living Expense Reimbursement.

     II.  All other terms and conditions of the Expenses Agreement shall
          continue to remain in full force and effect. No notice of this First
          Amendment need be served pursuant to Section V.1 of the EEA.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Amendment Date.

AEROSPACE PRODUCTS                          XXXX X. XXXXXXX
INTERNATIONAL, INC.                         an individual
a Delaware corporation

By:     /s/ Xxxxxxx X. Xxxxxx               /s/ Xxxx X. Xxxxxxx
        -------------------------           --------------------------
Title:  Chairman of API


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