



<PAGE>

                                                                     EXHIBIT 4.3

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE
DISPOSED OF, IN WHOLE OR IN PART, UNLESS ANY SUCH TRANSACTION IS REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER SAID ACT IS AVAILABLE, AND THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT, WHICH OPINION IS REASONABLY
SATISFACTORY TO THE COMPANY.

                            CPI AEROSTRUCTURES, INC.

                   PLACEMENT AGENT'S WARRANT TO PURCHASE UNITS


        1. Securities Subject to Placement Agent's Warrant to Purchase Units.
Subject to the terms and conditions hereinafter set forth, (1) (the "Holder"),
is entitled to purchase from CPI Aerostructures, Inc., a New York corporation
(the "Company"), at any time and from time to time during the period from June
17, 1996 (the "Commencement Date") until 5:00 p.m., Miami, Florida Time, on June
16, 2001 (the "Expiration Date"), at which time this Placement Agent's Warrant
to Purchase Units (the "Warrant") shall expire and become void, an aggregate of
(2) unit (the "Units"), each Unit consisting of 25,000 shares (the "Unit
Shares") of the Company's common stock, $.001 par value per share (the "Common
Stock"), and common stock purchase warrants (the "Underlying Warrants") to
purchase an aggregate of 12,500 shares of Common Stock (the "Warrant Shares"),
which number of Unit Shares and Warrant Shares is subject to adjustment from
time to time, as described below, upon payment therefor of the exercise price of
$25,000 per Unit in lawful funds of the United States of America, such amounts
(the "Basic Unit Exercise Price") being subject to adjustment in the
circumstances set forth hereinbelow. This applicable Basic Unit Exercise Price,
until such adjustment is made and thereafter as adjusted from time to time, is
called the "Unit Exercise Price." This Warrant is one of a series of Placement
Agent's Warrants to Purchase Units dated June 17, 1996. The terms and conditions
of the Placement Agent's Warrants to Purchase Units shall be identical in all
material respects except that the number of Units to which the holder is
entitled to purchase may differ. The Underlying Warrants shall entitle the
holder to purchase an aggregate of 12,500 Warrant Shares at $2.00 per share and
shall be in substantially the form of Exhibit A attached hereto.

        2. Exercise of Warrant. This Warrant may be exercised in whole or in
part at any time from and after the Commencement Date and on or before the
Expiration Date, provided however, if such Expiration Date is a day on which
Federal or State chartered banking institutions located in the State of Florida
are authorized by law to close, then the Expiration Date shall be deemed to be
the next succeeding day which shall not be such a day, by presentation and
surrender to the Company at its principal office, or at the office of any
transfer agent for the Warrants ("Transfer Agent"), designated by the Company,
of this Warrant accompanied by the form of election to purchase on the last page
hereof signed by the Holder and upon payment of the Unit Exercise Price for the
Units purchased thereby, by cashier's check or by wire transfer of immediately
available

                                                          

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funds. If this Warrant is exercised in part only, the Company or Transfer Agent
shall, promptly after presentation of this Warrant upon such exercise, execute
and deliver a new Warrant, dated the date hereof, evidencing the rights of the
Holder to purchase the balance of the Units purchasable hereunder upon the same
terms and conditions herein set forth. This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
Units or other securities issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date. As promptly as practicable, the Company shall issue and deliver to
the person or persons entitled to receive the same a certificate or certificates
for the number of Unit Shares and Underlying Warrants issuable upon such
exercise, together with cash in lieu of any fraction of a share as provided
below. The Unit Shares and Underlying Warrants contained in the Units will be
immediately detachable and separately transferable.

        3. Registration Rights.

        3.1 If, at any time prior to the Expiration Date, the Holders of a
majority of the Warrants, Unit Shares and Warrant Shares (collectively, the
"Securities") shall give notice to the Company requesting that the Company file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") relating to the Unit Shares and Warrant
Shares (collectively, the "Shares"), the Company shall promptly give written
notice of such proposed Registration Statement to the Holders of such
Securities, and to any subsequent permissible transferee of any of the
Securities (at the address of such persons appearing on the books of the Company
or its transfer agent) which notice shall offer to include the Shares in the
requested Registration Statement. The Company shall, as expeditiously as
possible, file and use its best efforts to cause to become effective under the
Securities Act of 1933, as amended (the "Securities Act"), the Registration
Statement covering such of the Shares as the Company has been requested to
register for disposition by the Holders thereof, to the extent required to
permit the public sale or other public disposition thereof by the Holders. The
Company shall cause the Registration Statement to remain effective until such
date as all of the Shares have been sold or the Warrants expire (the "Effective
Period"). The Holders shall have the right to demand registration of the Shares
as described above on at least two separate occasions.

        3.2 In addition, if at any time during the five (5) years after the
Commencement Date, the Company shall prepare and file one or more registration
statements under the Securities Act, with respect to a public offering of equity
or debt securities of the Company, or of any such securities of the Company held
by its security holders, the Company will include in any such registration
statement such information as is required, and such number of Shares held by the
Holders thereof or their respective designees or transferees as may be requested
by them, to permit a public offering of the Shares so requested; provided,
however, that if, in the written opinion of the Company's managing underwriter,
if any, for such offering, the inclusion of the Shares requested to be
registered, when added to the securities being registered by the Company or the
selling security holder(s), would exceed the maximum amount of the Company's
securities that can be marketed without otherwise materially and adversely
affecting the entire offering, then the Company may exclude from such offering
that portion of the Shares requested to be so registered, so that the total

                                        2

<PAGE>



number of securities to be registered is within the maximum number of shares
that, in the opinion of the managing underwriter, may be marketed without
otherwise materially and adversely affecting the entire offering, provided that
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 Holder 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 Company shall bear all fees and expenses incurred by it in
connection with the preparation and filing of such registration statement. In
the event of such a proposed registration, the Company shall furnish the then
Holders with not less than thirty (30) days' written notice prior to the
proposed date of filing of such registration statement. The Company shall use
its best efforts to ensure that such registration statement is declared
effective and remains effective until such time as all of the Shares have been
registered or may be sold without registration under the Securities Act or
applicable state securities laws and regulations, and without limitation as to
volume, pursuant to Rule 144 of the Securities Act. The holders of Shares shall
exercise the rights provided for in this Subsection 3.2 by giving written notice
to the Company, within twenty (20) days of receipt of the Company's notice of
its intention to file a registration statement.

        3.3 The Company shall bear all expenses, incurred in the preparation and
filing of such registration statements or post-effective amendment (and related
state registrations, to the extent permitted by applicable law) and the
furnishing of copies of the preliminary and final prospectus thereof to the
Holder, other than expenses of the Holder's counsel, and other than sales
commissions incurred by the then holders with respect to the sale of such
securities. Notwithstanding anything contained herein to the contrary, with
respect to demand registration rights described in Subsection 3.2 above (the
"Demand Registration Rights"), the Company shall only be obligated to bear all
of such expenses with respect to the first Demand Registration Right requested
by a majority of the then holders of the Shares, provided that with respect to
any second Demand Registration Right, the expenses shall be borne by the holders
of the Shares included thereunder on a pro-rata basis.

        3.4 Any demand registration rights with respect to the securities issued
upon exercise of the Placement Agent's Warrants and upon exercise of the Common
Stock Purchase Warrants issued to Barber & Bronson Incorporated pursuant to the
Financial Consulting Agreement dated April 3, 1996 (collectively, the
"Consultant Warrant Securities") will be deemed to include the Shares, and to
the extent said demand registration rights are exercised, the demand
registration rights provided under this Section 3 shall also be deemed
exercised. In addition, any demand registration rights with respect to the
Shares will be deemed to include the Consultant Warrant Securities and to the
extent said demand registration rights under this Section 3 shall be exercised,
the demand registration rights provided for in this Warrant shall also be deemed
exercised.

        4. Reservation of Common Stock. The Company covenants that, during the
period this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares of Common Stock to
provide for the issuance of the Shares upon the exercise of this Warrant and the
Underlying Warrants. This Company agrees that its issuance of this

                                        3

<PAGE>



Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Shares upon the exercise of this Warrant and the Underlying
Warrants.

        5. No Shareholder Rights. This Warrant, as such, shall not entitle the
Holder to any rights of a shareholder of the Company, until the Holder has
exercised this Warrant in accordance with Section 2 hereof.

        6. Adjustment of Exercise Price and Number of Shares.

        6.1 The number and kind of securities issuable upon the exercise of this
Warrant shall be subject to adjustment from time to time, and the Company agrees
to provide notice upon the happening of certain events, as follows:

                  a. If the Company is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or smaller
number of shares of Common Stock, the number of shares of Common Stock for which
this Warrant and the Underlying Warrants may be exercised shall be increased or
reduced, as of the record date for such recapitalization, in the same proportion
as the increase or decrease in the outstanding shares of Common Stock, and the
exercise price for the Underlying Warrants (the "Exercise Price") shall be
adjusted so that the aggregate amount payable for the purchase of all of the
Shares issuable hereunder immediately after the record date for such
recapitalization shall equal the aggregate amount so payable immediately before
such record date.

                  b. If the Company declares a dividend on its Common Stock
payable in shares of its Common Stock or securities convertible into shares of
its Common Stock, the number of shares of Common Stock for which this Warrant
and the Underlying Warrants may be exercised shall be increased as of the record
date for determining which holders of Common Stock shall be entitled to receive
such dividend, in proportion to the increase in the number of outstanding shares
of Common Stock (and shares of Common Stock issuable upon conversion of all such
securities convertible into shares of Common Stock) as a result of such
dividend, and the Exercise Price shall be adjusted so that the aggregate amount
payable for the purchase of all the Shares issuable hereunder immediately after
the record date for such dividend shall equal the aggregate amount so payable
immediately before such record date.

                  c. If the Company effects a general distribution to holders of
its Common Stock, other than as part of the Company's dissolution or liquidation
or the winding up of its affairs, of any shares of its capital stock, any
evidence of indebtedness or any of its assets (other than cash, shares of Common
Stock or securities convertible into shares of Common Stock), the Company shall
give written notice to the Holder of any such general distribution at least
fifteen (15) days prior to the proposed record date in order to permit the
Holder to exercise this Warrant and the Underlying Warrants on or before the
record date. There shall be no adjustment in the number of shares of Common
Stock for which this Warrant and the Underlying Warrants may be exercised, or in
the Exercise Price, by virtue of any such general distribution, except as
otherwise provided herein.

                                        4

<PAGE>



                  d. If the Company offers rights or warrants (other than the
Warrant and the Underlying Warrants) to all holders of its Common Stock which
entitle them to subscribe to or purchase additional shares of Common Stock or
securities convertible into shares of Common Stock, the Company shall give
written notice of any such proposed offering to the Holder at least fifteen (15)
days prior to the proposed record date in order to permit the Holder to exercise
this Warrant and the Underlying Warrants on or before such record date.

                  e. In the event an adjustment in the Exercise Price or the
number of Shares issuable hereunder is made under subsection a. or b. above, and
such an event does not occur, then any adjustments in the Exercise Price or
number of Shares issuable upon exercise of this Warrant and the Underlying
Warrants that were made in accordance with such subsection a. or b. shall be
re-adjusted to the Exercise Price and number of Shares as were in effect
immediately prior to the record date for such an event.

                  f. If and whenever the Company issues or sells, or in
accordance with Subsection 6.1 is deemed to have issued or sold, any shares of
its Common Stock for a consideration per share less than the Exercise Price in
effect immediately prior to the time of such issuance or sale (except for the
issuance or deemed issuance of securities in a transaction described in
paragraph g. of this Subsection 6.1), then immediately upon such issuance or
sale the Exercise Price will be reduced to an Exercise Price determined by
multiplying the Exercise Price in effect immediately prior to the issuance or
sale by a fraction, the numerator of which shall be the sum of (i) the number of
shares of Common Stock outstanding prior to the issuance or sale plus (ii) the
number of Shares issuable hereunder that the maximum aggregate amount of
consideration receivable by the Company upon such issuance or sale would
purchase at the Exercise Price in effect immediately prior to the issuance or
sale, and the denominator of which shall be the number of shares of Common Stock
deemed outstanding, as hereinafter determined, immediately after such issuance
or sale.

                  g. The following securities or transactions shall be excluded
from the operation of paragraph f. of this Subsection 6.1:

                           (i) The existence and any exercise of any option,
convertible promissory note, warrant, or other right to purchase Common Stock
that is outstanding on the date hereof; and

                           (ii) Any grant or exercise of options for Common
Stock granted under the Company's stock option plans, in existence as of the
date hereof, provided said grant or exercise is not effectuated as a result of
any amendment to such plans subsequent to the date hereof, with an exercise
price equal to at least the fair market value of the shares of Common Stock on
the date of grant.

                  h. If the Company in any manner grants any rights or options
to subscribe for or to purchase Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or options being
herein called "Rights" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities"), and the price per share for which
Common Stock is issuable upon the exercise of such Rights or upon conversion or

                                        5

<PAGE>



exchange of such Convertible Securities is less than the Exercise Price in
effect immediately prior to the time of the granting of such Rights, then the
total maximum number of shares of Common Stock issuable upon the exercise of
such Rights or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Rights will be deemed
to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of this Section, the "price per share for which Common
Stock is issuable upon exercise of such Rights or upon conversion or exchange of
such Convertible Securities" will be determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such Rights, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Rights, plus, in
the case of Rights that relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the
issuance or sale of such Convertible Securities and the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common Stock then
issuable upon the exercise of such Rights or upon the conversion or exchange of
all Convertible Securities issuable upon the exercise of such Rights. Except as
otherwise provided in Subsections j. and k. below, no adjustment of the Exercise
Price will be made when Convertible Securities are actually issued upon the
exercise of such Rights or when Common Stock is actually issued upon the
exercise of such Rights or the conversion or exchange of such Convertible
Securities.

                  i. If the Company in any manner issues or sells any
Convertible Securities, and the price per share for which Common Stock is
issuable upon such conversion or exchange is less than the Exercise Price in
effect immediately prior to the time of such issuance or sale, then the maximum
number of shares of Common Stock then issuable upon conversion or exchange of
all such Convertible Securities will be deemed to be outstanding and to have
been issued and sold by the Company for such price per share, as determined
below. For the purposes of this Section, the "price per share for which Common
Stock is issuable upon such conversion or exchange" will be determined by
dividing (i) the total amount received or receivable by the Company as
consideration for the issuance or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof, by (ii) the total maximum
number of shares of Common Stock then issuable upon the conversion or exchange
of all such Convertible Securities. Except as otherwise provided in Subsections
j. and k. below, no adjustment of the Exercise Price will be made when Common
Stock is actually issued upon the conversion or exchange of such Convertible
Securities, and if any such issuance or sale of such Convertible Securities is
made upon exercise of any Convertible Securities for which adjustments of the
Exercise Price had been or are to be made pursuant to other provisions of this
Section 6, no further adjustment of the Exercise Price will be made by reason of
such issuance or sale.

                  j. If the purchase price provided for in any Rights, the
additional consideration, if any, payable upon the conversion or exchange of any
Convertible Securities, or the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock changes at any time (other
than under or by reason of provisions that are designed to protect against
dilution of the type set forth in this Section 6 and are no more favorable to
the holders of such Rights or Convertible Securities than this Section 6 would
have been if this Section 6 were included in such

                                        6

<PAGE>



Rights or Convertible Securities), then the Exercise Price in effect at the time
of such change will be re-adjusted to the Exercise Price that would have been in
effect at such time had such Rights or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration, or changed
conversion rate, as the case may be, at the time initially granted, issued, or
sold; and such adjustment of the Exercise Price will be made whether the result
thereof is to increase or reduce the Exercise Price then in effect under this
Warrant, provided that no such adjustment shall increase the Exercise Price
above the initial Exercise Price hereof and that such adjustments shall be made
by the Board of Directors of the Company, who shall promptly provide notice of
the new Exercise Price to the Holder.

                  k. Upon the expiration of any Right, or the termination of any
right to convert or exchange any Convertible Security, without the exercise of
such Right, or the conversion of such Convertible Security, the Exercise Price
then in effect hereunder will be adjusted to the Exercise Price that would have
been in effect at the time of such expiration or termination had such Right or
Convertible Security never been issued, but such subsequent adjustment shall not
affect the number of shares of Common Stock issued upon any exercise of this
Warrant prior to the date such adjustment is made.

                  l. If any shares of Common Stock, Rights, or Convertible
Securities are issued or sold or deemed to have been issued or sold for
consideration that includes cash, then the amount of cash consideration actually
received by the Company will be deemed to be the cash portion thereof. If any
shares of Common Stock, Rights, or Convertible Securities are issued or sold or
deemed to have been issued or sold for a consideration part or all of which is
other than cash, then the amount of the consideration other than cash received
by the Company will be the fair value of such consideration as determined by the
Board of Directors of the Company, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the market value thereof as of the date of receipt. If any shares of
Common Stock, Rights, or Convertible Securities are issued in connection with
any merger or consolidation in which the Company is the surviving corporation,
then the amount of consideration therefor will be deemed to be the fair value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Rights, or Convertible Securities, as the
case may be.

                  m. If any Right is issued in connection with the issuance or
sale of other securities of the Company, together comprising one integrated
transaction in which no specific consideration is allocated to such Right by the
parties thereto, the Right will be deemed to have been issued without
consideration.

                  n. The number of shares of Common Stock deemed outstanding at
any given time shall include the number of shares of Common Stock outstanding,
as adjusted as provided herein, but shall not include shares owned or held by or
for the account of the Company, and the disposition of any shares so owned or
held will be considered an issuance or sale of Common Stock hereunder.

                  o. No adjustment of the Exercise Price shall be made if the
amount of such adjustment would be less than one cent per Share, but in such
case any adjustment that otherwise

                                        7

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would be required to be made shall be carried forward and shall be made at the
time and together with the next subsequent adjustment that, together with any
adjustment or adjustments so carried forward, shall amount to not less than one
cent per Share.

        6.2 In the event of any reorganization or reclassification of the
outstanding shares of Common Stock (other than a change in par value, or from no
par value to par value, or from par value to no par value, or as a result of a
subdivision or combination) or in the event of any consolidation or merger of
the Company with another entity at any time prior to the expiration of this
Warrant and the Underlying Warrants, the Holder shall have the right to exercise
this Warrant and the Underlying Warrants. Upon such exercise, the Holder shall
have the right to receive the same kind and number of shares of capital stock
and other securities, cash or other property as would have been distributed to
the Holder upon such reorganization, reclassification, consolidation or merger.
The Holder shall pay upon such exercise the Exercise Price that otherwise would
have been payable pursuant to the terms of this Warrant and the Underlying
Warrants. If any such reorganization, reclassification, consolidation or merger
results in a cash distribution in excess of the then applicable Exercise Price,
the Holder may, at the Holder's option, exercise this Warrant and the Underlying
Warrants without making payment of the Exercise Price, and in such case the
Company shall, upon distribution to the Holder, consider the Exercise Price to
have been paid in full, and in making settlement to the Holder, shall deduct an
amount equal to the Exercise Price from the amount payable to the Holder. In the
event of any such reorganization, merger or consolidation, the corporation
formed by such consolidation or merger or the corporation which shall have
acquired the assets of the Company shall execute and deliver a supplement hereto
to the foregoing effect, which supplement shall also provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided in the Warrant and the Underlying Warrants.

        6.3 If the Company shall, at any time before the expiration of this
Warrant and the Underlying Warrants, dissolve, liquidate or wind up its affairs,
the Holder shall have the right to exercise this Warrant and the Underlying
Warrants. Upon such exercise the Holder shall have the right to receive, in lieu
of the shares of Common Stock of the Company that the Holder otherwise would
have been entitled to receive, the same kind and amount of assets as would have
been issued, distributed or paid to the Holder upon any such dissolution,
liquidation or winding up with respect to such stock receivable upon exercise of
this Warrant on the date for determining those entitled to receive any such
distribution. If any such dissolution, liquidation or winding up results in any
cash distribution in excess of the Exercise Price provided by this Warrant and
the Underlying Warrants, the Holder may, at the Holder's option, exercise this
Warrant and the Underlying Warrants without making payment of the Exercise Price
and, in such case, the Company shall, upon distribution to the Holder, consider
the Exercise Price to have been paid in full and, in making settlement to the
Holder, shall deduct an amount equal to the Exercise Price from the amount
payable to the Holder.

        6.4 Upon each adjustment of the Exercise Price pursuant to Section 6
hereof, the Holder shall thereafter (until another such adjustment) be entitled
to purchase, at the adjusted Exercise Price in effect on the date this Warrant
is exercised, the number of Unit Shares and Warrant Shares, calculated to the
nearest number of Shares, determined by (a) multiplying the number of Shares
purchasable hereunder immediately prior to the adjustment of the Exercise Price
by the Exercise

                                        8

<PAGE>



Price in effect immediately prior to such adjustment, and (b) dividing the
product so obtained by the adjusted Exercise Price in effect on the date of such
exercise. The provisions of Section 9 shall apply, however, so that no
fractional share of Common Stock or fractional Warrant shall be issued upon
exercise of this Warrant and the Underlying Warrants.

        6.5 The Company may retain a firm of independent public accountants of
recognized standing (who may be any such firm regularly employed by the Company)
to make any computation required under this Section 6, and a certificate signed
by such firm shall be conclusive evidence of the correctness of any computation
made under this Section 6.

        7. Notice to Holder. So long as this Warrant shall be outstanding (a) if
the Company shall pay any dividends or make any distribution upon the Common
Stock otherwise than in cash or (b) if the Company shall offer generally to the
holders of Common Stock the right to subscribe to or purchase any shares of any
class of capital stock or securities convertible into capital stock or any
similar rights or (c) if there shall be any capital reorganization of the
Company in which the Company is not the surviving entity, recapitalization of
the capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or other transfer of all or substantially
all of the property and assets of the Company, or voluntary or involuntary
dissolution, liquidation or winding up of the Company, then in such event, the
Company shall cause to be mailed by registered or certified mail to the Holder,
at least thirty (30) days prior to the relevant date described below (or such
shorter period as is reasonably possible if thirty (30) days is not reasonably
possible), a notice containing a description of the proposed action and stating
the date or expected date on which a record of the Company's shareholders is to
be taken for the purpose of any such dividend, distribution of rights, or such
reorganization, recapitalization, consolidation, merger, sale, lease or
transfer, dissolution, liquidation or winding up is to take place and the date
or expected date, if any is to be fixed, as of which the holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such event.

        8. Certificate of Adjustment. Whenever the Exercise Price or number or
type of securities issuable upon exercise of this Warrant and the Underlying
Warrants is adjusted, as herein provided, the Company shall promptly deliver to
the Holder of this Warrant and the Underlying Warrants and/or a certificate of
an officer of the Company setting forth the nature of such adjustment and a
brief statement of the facts requiring such adjustment.

        9. No Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined in good faith by the
Company's Board of Directors.

       10.        Transfer or Loss of Warrant.

       10.1 All or any part of this Warrant may be transferred to any of the
shareholders,

                                        9

<PAGE>



directors, officers, employees or partners of the Holder or any successor upon
the delivery of this Warrant as specified in Section 2 hereof accompanied by a
certificate from the Holder that each of the transferees have such status with
the Holder. Except as provided in the preceding sentence, prior to any proposed
transfer of the Securities, unless there is in effect a registration statement
under the Securities Act, covering the proposed transfer, the Holder thereof
shall give written notice to the Company of such Holder's intention to effect
such transfer. Each such notice shall describe the manner and circumstances of
the proposed transfer in sufficient detail, and shall, if the Company so
requests, be accompanied by an unqualified written opinion of legal counsel who
shall be reasonably satisfactory to the Company addressed to the Company and
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed transfer of the Securities may be effected without
registration under the Securities Act, whereupon the Holder of the Securities
shall be entitled to transfer the Securities in accordance with the terms of the
notice delivered by the Holder to the Company. Each certificate evidencing the
Securities transferred as above provided shall not bear such restrictive legends
if in the opinion of counsel for the Company such legends are not required in
order to establish compliance with any provisions of the Securities Act.

       10.2 Upon receipt by the Company of evidence satisfactory to it of loss,
theft, destruction or mutilation of this Warrant and, in the case of loss, theft
or destruction, of reasonably satisfactory indemnification, or, in the case of
mutilation, upon surrender of this Warrant, the Company will execute and
deliver, or instruct the Transfer Agent to execute and deliver, a new Warrant of
like tenor and date and any such lost, stolen or destroyed Warrant thereupon
shall become void.

       11. Notices. Notices and other communications to be given to the Holder
shall be deemed sufficiently given if delivered by hand, or five (5) days after
mailing by registered or certified mail, postage prepaid, to the Holder at 2101
West Commercial Boulevard, Suite 1500, Fort Lauderdale, Florida 33309. Notices
or other communications to the Company shall be deemed to have been sufficiently
given if delivered by hand or five (5) days after mailing if mailed by
registered or certified mail postage prepaid, to the Company at 200 A Executive
Drive, Edgewood, New York 11717. A party may change the address to which notice
shall be given by notice pursuant to this Section 11.



                                       10

<PAGE>



       12. Entire Agreement and Modification. The Company and the Holder of this
Warrant hereby represent and warrant that this Warrant is intended to and does
contain and embody all of the understandings and agreements, both written and
oral, of the parties hereto with respect to the subject matter of this Warrant,
and that there exists no oral agreement or understanding, express or implied,
whereby the absolute, final and unconditional character and nature of this
Warrant shall be in any way invalidated, impaired or affected. A modification or
waiver of any of the terms, conditions or provisions of this Warrant shall be
effective only if made in writing and executed with the same formality of this
Warrant.

       13. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Florida, without application of the
principles of conflicts of laws.

                  IN WITNESS WHEREOF, the Company has executed this Warrant as
of the 17th day of June, 1996.




                                    CPI AEROSTRUCTURES, INC., a New York
                                    corporation



                                    By:_________________________________
                                    Name:_______________________________
                                    Title:______________________________



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<PAGE>



                              ELECTION TO PURCHASE


TO:      CPI Aerostructures, Inc.

         The undersigned hereby irrevocably elects to exercise Warrants
represented by this Placement Agent's Purchase Warrant to Purchase Units to
purchase ____________________ shares of Common Stock and Warrants to purchase
________________ shares of Common Stock issuable upon the exercise of such
Warrants and requests that certificates for such shares and Warrants be issued
in the name of:



_____________________________________________________________________________
           (Please insert social security or other identifying number)


_____________________________________________________________________________
                         (Please print name and address)


Dated:  ____________________, 19__     _______________________________________
                                       (Signature must conform in all respects
                                       to name of holder as specified on the 
                                       face of the Warrant)






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