

<PAGE>



                                                                     EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 17, 1996
(this "Agreement"), is made by and between CPI AEROSTRUCTURES, INC., a New York
corporation (the "Company"), and the investor named on the signature page hereto
(the "Initial Investor").


                                   WITNESSETH:


                  WHEREAS, upon the terms and subject to the conditions of the
Subscription Agreement dated as of June , 1996, between the Initial Investor and
the Company (the "Subscription Agreement"), the Company has agreed to issue and
sell to the Initial Investor Units (the "Unit"), each Unit consisting of 25,000
Common Shares (the "Placement Shares") and Redeemable Class B Common Share
Purchase Warrants (the "Purchase Warrants") to purchase 12,500 Common Shares
(the "Warrant Shares"), par value $.001 per share, at $2.00 per share, until the
fifth anniversary date of the closing, at a purchase price per Unit of $25,000;
and

                  WHEREAS, to induce the Initial Investor to execute and deliver
the Subscription Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
"Securities Act"), and applicable state securities laws with respect to the
Placement Shares and Warrant Shares.

                  NOW, THEREFORE, is consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Initial Investor hereby agree as follows:

                  1.       Definitions.

                  (a) As used in this Agreement, the following terms shall have
the following meanings:

                           (i) "Investor" means the Initial Investor and any
transferee or assignee who agrees to become bound the provisions of this
Agreement in accordance with Section 6 hereof.

                           (ii) "Register," "Registered," and "Registration"
refer to a registration effected by preparing and filing a Registration
Statement or Statements in compliance with the Securities Act and pursuant to
Rule 415 under the Securities Act or any successor rule providing for offering
securities on a continuous basis ("Rule 415"), and the declaration or ordering
of effectiveness of such Registration Statement by the United States Securities
and Exchange Commission (the "SEC").

                           (iii) "Registrable Securities" means the Placement
Shares and the Warrant Shares.


                                        

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                           (iv) "Registration Statement" means a registration
statement of the Company under the Securities Act.

                  (b) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Subscription
Agreement.

                  2.       Registration Rights.

                  (a) The Company shall file by September 5, 1996, a
registration statement with the SEC registering the Registrable Securities,
issued in the Company's May 1996 Private Placement (the "1996 Placement"). In
the event that after September 5, 1996, the Company has not filed such a
registration statement, the Holder or Holders of a majority in number
(hereinafter, "a majority in interest") of the Registrable Securities on two
occasions during the period commencing on the Closing of the 1996 Placement and
ending on the sixth anniversary of such issuance (the "Registration Period")
shall have two "demand" registration rights for the Registrable Securities. The
Company will give written notice of such registration rights for the Registrable
Securities and will include in any such registration the shares of Common Stock
with respect to which the Company has received written requests for inclusion
therein within fifteen (15) business days after the receipt by the applicable
holder of the Company's notice of such registration request. All requests for
inclusion in the demand registration shall specify the number of Registrable
Securities to be registered. The Company will use its best efforts to cause the
registration statement to be declared effective by the Commission as soon as is
practically possible following the filing of same.

                  (b) Each time that the Company, during the Registration Period
of the Registrable Securities, registers an offering of Common Stock with the
SEC on a registration statement other than Form S-8 or Form S-4, the Company
shall give to holders of the Registrable Securities twenty (20) days' notice of
the filing of such registration statement, and if any holders of the Registrable
Securities request registration of the Registrable Securities, such Registrable
Securities (all such Common Stock, the "Shares") shall be included for issuance
and resale in such registration statement. These "piggy-back" rights may be
exercised only subject to the discretion of any underwriter of the Company's
securities requesting that the Shares not be sold for a period not to exceed 180
days from the effective date of an underwritten public offering. If the
underwriter believes that the total amount of the Shares and other securities to
be included in such offering exceeds the amount of securities that the
underwriter believes can be marketed without otherwise materially and adversely
affecting the entire offering, then the Company shall be required to include in
the offering and in the following order: first, the pro rata number of
securities requested by the Investor along with all other holders of securities
requesting registration pursuant to registration rights which were granted on or
prior to the date hereof and are described in the Company's confidential Private
Placement Memorandum, dated May 10, 1996; and, second, the pro rata number of
securities requested by all other holders of securities requesting registration
pursuant to other registration rights. The Holder shall give the Company notice
that he wishes to avail himself of the rights granted to him pursuant to this
Section 2 by personal delivery, registered mail or overnight courier service.


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                  (c) If and whenever the Company is required by any of the
provisions of Section 2 to use its reasonable best efforts to effect the
registration of any of the Registrable Securities under the Securities Act, the
Company shall (except as otherwise provided in this Agreement), as expeditiously
as possible;

                           (i) prepare and file with the SEC a registration
statement with respect to such securities and use its reasonable best efforts to
cause such registration statement to become effective and remain effective until
(i) all the Registrable Securities have been sold or (ii) the date all of the
Investors receive an opinion of counsel that the Registrable Securities may be
sold under the provisions of Rule 144(k) of the Securities Act without any
limitations on the number of Registrable Securities sold:

                           (ii) prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all securities covered by such registration
statement whenever the holder or holders of such securities shall desire to sell
or otherwise dispose of the same;

                           (iii) furnish to each Investor such number of copies
of a registration statement and prospectus, including a preliminary prospectus
or any amendment or supplement to any prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as such Investor
may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such Investor;

                           (iv) use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as each Investor shall request, and do any
and all other acts and things which may be necessary or advisable to enable such
Investor to consummate the public sale or other disposition in such
jurisdictions of the securities owned by such Investor, except that the Company
shall not for any such purpose be required to qualify to do business as a
foreign corporation in any jurisdiction, wherein it is not so qualified or to
file therein any general consent to service of process;

                           (v) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
shareholders, as soon as reasonably practicable, an earnings statement covering
the period of at least twelve months, beginning with the first fiscal quarter
beginning after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act;

                           (vi) enter into and perform its obligations under an
underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such
underwritten offering;

                           (vii) notify each Investor covered by such
registration statement, at any time

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when a prospectus relating thereto covered by such registration statement is
required to be delivered under the Securities Act, of the happening of any event
of which it has knowledge as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing; and

                           (viii) take such other actions as shall be reasonably
requested by any Investor to facilitate the registration of the Registrable
Securities.

                  (d) All expenses incident to the Company's performance of or
compliance with this Section 2, including without limitation, the following,
will be borne by the Company, regardless of whether the registration statement
becomes effective:

                           (i) All registration and filing fees (including SEC
registration fees and fees with respect to filing required to be made with the
National Association of Securities Dealers, Inc. ("NASD"));

                           (ii) Fees and expenses of compliance with securities
or blue sky laws (including fees and disbursements of counsel for the
underwriters or selling securityholders in connection with blue sky
qualifications of the Common Stock and determination of their eligibility for
investment under the laws of all such jurisdictions as the managing underwriters
or holders of the Common Stock being sold may designate);

                           (iii) Printing, messenger, telephone and delivery
expenses; including, but not limited to the distribution of copies of the
Preliminary and Final Prospectus to the Placement Agent, any underwriter and any
selling securityholders;

                           (iv) Fees and disbursements of counsel for the
Company;

                           (v) Fees and disbursements of underwriters (excluding
discounts, commissions or fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals relating to the distribution of the
Common Stock and legal expenses of any person other than the Company).

                  (e) The Holders will be responsible for expenses of their
counsel, any commissions or other selling expenses.

                  3.  Indemnification.

                  In the event any Registrable Securities are included in a
Registration Statement under this Agreement, to the extent permitted by law, the
Company will indemnify and hold harmless each Investor who holds such
Registrable Securities, the directors, officers, partners, employees, agents and
advisors, if any, of such Investor, each person, if any, who controls any
Investor within the meaning of the Securities Act or the Exchange Act (each, an
"Indemnified Person"), against any

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losses, claims, damages, liabilities or expenses (joint or several) incurred
(collectively, "Claims") to which any of them may become subject under
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims arise out of or are based upon any of
the following statements, omissions or violations:

                   (a) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any post-effective
amendment thereof or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading,

                  (b) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made not misleading or

                  (c) any violation of alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule
securities law (the matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations"). The Company shall reimburse the Investors, promptly
as such expenses are incurred and are due and payable, for any legal fees or
other reissuable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 3(a) shall not
(I) apply to a Claim arising out of or based upon a Violation which occurs in
reliance upon and in conformity which information furnished in writing to the
Company by or on behalf of any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement; (II) with respect to any preliminary
prospectus, inure to the benefit of any such person from whom the person
asserting any such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such person) if the
untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the prospectus, as then amended or supplemented, if
such prospectus was timely made available by the Company; or (III) apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be
unreasonably withheld. To the extent permitted by law, each Investor, severally
and not jointly, will indemnify the Company and its officers, directors, agent
and advisors against any Claims arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished in writing
to the Company, by or on behalf of such Investor, expressly for use in
connection with the preparation of the Registration Statement, subject to such
limitations and conditions as are applicable to the Indemnification provided by
Company pursuant to this Section 3. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investors pursuant to this Section 3. In any event, each Investor's
obligation to indemnify hereunder shall not exceed the net proceeds received by
an Investor from the sale of Registrable Securities included in the Registration
Statement.

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                  4.       Contribution.

                  To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 3 to the fullest extent permitted by law; provided, however, that
(a) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 2; (b) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any seller of Registrable Securities who
was not guilty of such fraudulent misrepresentation; and (c) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

                  5.       Reports under Exchange Act.

                  With a view to making available to the Investors the benefits
of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration ("Rule 144"), the
Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

                  (c) furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without
registration.

                  6.       Assignment of the Registration Rights.

                  The rights to have the Company register Registrable Securities
pursuant to this Agreement shall be automatically assigned by the Investors to
any transferee of all or any portion of Registrable Securities only if: (a) the
Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment; (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such transferee or assignee and (ii) the securities with
respect to which such registration rights are being transferred or assigned; (c)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and applicable state securities laws;

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and (d) at or before the time the Company received the written notice
contemplated by clause (b) of this sentence the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions contained herein.

                  7.       Amendment of Registration Rights.

                  Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and Investors who held a majority in interest of the Registrable
Securities; provided that no amendment that adversely affects the rights of any
Investor shall be effective against such Investor unless such Investor consents
thereto in writing. Any amendment or waiver effected in accordance with this
Section 7 shall be binding upon each Investor and the Company.

                  8.       Miscellaneous.

                  (a) A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.

                  (b) Notices required or permitted to be given hereunder shall
be in writing and shall be deemed to be sufficiently given when personally
delivered (by hand, by courier, by telephone line facsimile transmission,
receipt confirmed, or other means) or sent by certified mail, return receipt
requested, properly addressed and with proper postage pre-paid (i) if to the
Company, CPI AEROSTRUCTURES, INC., 200A Executive Drive, Edgewood, NY 11717 ATT:
President, with a copy to Elliot H. Lutzker, Esq., Snow Becker Krauss P.C., 605
Third Avenue, New York, New York 10158; (ii) if to the Initial Investor, at the
address set forth under its name in the Subscription Agreement with a copy to
Barber & Bronson Incorporated, 2101 West Commercial Blvd., Suite 1500, Fort
Lauderdale, FL 33309 and (iii) if to any other Investor, at such address as such
Investor shall have provided in writing to the Company or at such other address
as each such party furnishes by notice given in accordance with this Section
8(b), and shall be effective, when personally delivered, upon receipt and, when
so sent by certified mail, four (4) calendar days after deposit with the United
States Postal Service.

                  (c) Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.

                  (d) This Agreement shall be enforced, governed by and
construed in accordance with the laws of the State of Florida applicable to
agreements made and to be performed entirely within such State. In the event
that any provision of this Agreement is invalid or unenforceable under any
applicable statue or rule of law, then such provision shall be deemed
inoperative to the

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extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not effect the validity or enforceability
of any other provision hereof.

                  (e) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.

                  (f) Subject to the requirements of Section 6 hereof, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

                  (g) All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  (h) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning thereof.

                  (i) The Company acknowledges that any failure by the Company
to perform its obligation under this Agreement, including, without limitation,
the Company's obligations under Section 2(a), or any delay in such performance
could result in direct damages to the Investors and the Company agrees that, in
addition to any other liability the Company may have by reason of any such
failure or delay, the Company shall be liable for all direct damages caused by
any such failure or delay. Neither party shall be liable for consequential
damages.

                  (j) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by telephone line facsimile
transmission of a copy of this Agreement bearing the signature of the party so
delivering this Agreement.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.

CPI AEROSTRUCTURES, INC.



By:------------------------
Name:   Arthur August
Title:  President



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- ------------------------------------

- ------------------------------------
Signature of Investor
(Name of Investor - Please Print)


- -----------------------------------
Social Security Number
 of Investor



- -----------------------------------
- -----------------------------------
Address of Investor




Note: If two investors are signing, please check the manner in which the
ownership is to be legally held (the indicated manner shall be construed as if
written out in full accordance with applicable laws or regulations):

  _____ JT TEN: As joint tenants with right of survivorship and not
        as tenants in common.

  _____ TEN COM: As tenants in common.

  _____ TEN ENT: As tenants by the entireties.




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                      SPECIAL EXECUTION PAGE FOR AN ENTITY
                 (Not applicable to registration by individuals)

         IN WITNESS WHEREOF, the undersigned has completed this Registration
Rights Agreement with CPI Aerostructures, Inc., on this day of , 1996.

_____  TRUST --  (Include copy of trust agreement)

_____  CORPORATION -- (Attach certified corporate resolution authorizing 
signature and a copy of the articles of incorporation)

_____  PARTNERSHIP -- (Attach a copy of the partnership agreement)


(Please print the following information exactly as you wish it to appear on the
Common Stock.)


- -----------------------------        ------------------------------
    (Name of Investor)                          (Address)


- -----------------------------        ------------------------------
 (Tax Identification Number)



- ----------------------------         ------------------------------
         (Telephone)

         The undersigned trustee, partner or corporate officer certifies that he
has full power and authority from the beneficiaries, partners or directors of
the entity named below to execute this Registration Rights Agreement on behalf
of the entity and to make the representations and warranties made herein on
their behalf and that this agreement has been affirmatively authorized by the
governing board of such entity and is not prohibited by the governing documents
of the entity.

Dated:_________________________, 1996 ______________________________________
                                              (Print Name of Entity)



__________________________      By: __________________________________________
 (Print Name and Capacity)          (Signature of authorized trustee, partner,
                                    or corporate officer)




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