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                                                                     EXHIBIT 4.3



                      NON-QUALIFIED STOCK OPTION AGREEMENT


         THIS AGREEMENT, made as of this first day of January 1995, by and
between CPI Aerostructures, Inc., a New York corporation having its principal
executive offices at 1900 Ocean Avenue, Ronkonkoma, New York 11779 (the
"Grantor"), and Stanley Wunderlich, with an address at 8 The Hemlocks, Roslyn
Heights, New York 11576 (the "Optionee").

                              W I T N E S S E T H :

         WHEREAS, the Optionee is presently engaged by the Grantor in a
consulting capacity; and

         WHEREAS, the Grantor is desirous of increasing the incentive of the
Optionee to exert his utmost efforts in improving the business of the Grantor.

         NOW, THEREFORE, in consideration of the Optionee's continuous
consulting service to the Grantor, and for other good and valuable
consideration, the Grantor hereby grants the Optionee an option to purchase
Common Shares, $.001 par value per share ("Common Shares", of the Grantor on the
following terms and conditions:

1.       Option.

         The Grantor hereby grants to the Optionee, outside of its 1992 Employee
Stock Option Plan, the option to purchase, at any time commencing as of the date
hereof, and terminating as of 5:00 p.m. New York City time, on January 1, 2000,
according to the terms set forth in Section 3(b) below, an aggregate of Thirty
Thousand (30,000) fully paid and non-assessable Common Shares of the Grantor
(the "Shares").


2.       Purchase Price.

         The purchase price shall be $3.00 per share. The Grantor shall pay all
original issue or transfer taxes on the exercise of this option and all other
fees and expenses necessarily incurred by the Grantor in connection therewith.


3.       Exercise of Option.

         (a) The Optionee shall notify the Grantor by registered or certified
mail, return receipt requested, addressed to its principal office as to the
number of Shares which Optionee desires to purchase under the option herein
granted, which notice shall be accompanied by payment (by cash or certified
check) of the option price therefor as specified in Paragraph 2 above. As soon
as practicable thereafter, the Grantor shall cause to be delivered to the
Optionee certificates issued in the Optionee's name evidencing the Shares
purchased by the Optionee.


                                                     

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         (b) The option granted hereunder may be exercised by the Optionee, in
full or in part, at any time following the date hereof until January 1, 2000.

4.       Divisibility and Non-Assignability of the Option.

         (a) The Optionee may exercise the option herein granted from time to
time subject to the provisions of Section 3 above with respect to any whole
number of Shares included therein, but in no event may an option be exercised as
to less than one hundred (100) Shares at any one time, or the remaining Shares
covered by the option if less than one hundred (100).

         (b) The Optionee may not give, grant, sell, exchange, transfer legal
title, pledge, assign or otherwise encumber or dispose of the options herein
granted or any interest therein, otherwise than by will or the laws of descend
and distribution, and the option herein granted, or any of them, shall be
exercisable during the Optionee's lifetime only by the Optionee.

5.       Stock as Investment.

         (a) By accepting this option, the Optionee agrees for himself, his
heirs and legatees that any and all Shares purchased hereunder shall be acquired
for investment purposes only and not for sale or distribution, and upon the
issuance of any or all of the Shares issuable under the option granted
hereunder, the Optionee, or his heirs or legatees receiving such Shares, shall
deliver to the Grantor a representation in writing, that such Shares are being
acquired in good faith for investment purposes only and not for sale or
distribution. Grantor may place a "stop transfer" order with respect to such
Shares with its transfer agent and place an appropriate restrictive legend on
the stock certificate(s) evidencing such Shares.

         (b) Unless a registration statement is filed with the Securities and
Exchange Commission covering the Shares issuable upon the exercise of the
option, such Shares will be restricted securities. Sales of such restricted
securities may be made only in compliance with an available exemption from such
registration.

6.       Restriction on Issuance of Shares.

         The Grantor shall not be required to issue or deliver any certificate
for Shares purchased upon the exercise of any option granted hereunder unless
(a) the issuance of such Shares has been registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, or counsel to
the Grantor shall have given an opinion that such registration is not required;
(b) approval, to the extent required, shall have been obtained from any state
regulatory body having jurisdiction thereof; and (c) permission for the listing
of such Shares, if required, shall have been given by any national securities
exchange on which the Common Shares of the Grantor are at the time of issuance
listed.

7.       Adjustments Upon Changes in Capitalization.

                                                     

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         (a) In the event of changes in the outstanding shares of the Grantor by
reason of stock dividends, stock splits, recapitalizations, reorganizations or
liquidations, the number and class of Shares as to which the option may be
exercised shall be correspondingly increased to reflect an increase in the
outstanding Common Shares or deceased to reflect a decease in the outstanding
Common Shares, and the exercise price shall be inversely adjusted by the Grantor
so that the aggregate option price for all Shares covered after the change in
outstanding Common Shares shall be the same as the aggregate option price for
the Common Shares remaining subject to such option immediately prior tot he
change in the outstanding Common Shares. No adjustment shall be made with
respect to stock dividends or splits which do not exceed 5% in any fiscal year,
cash dividends or the issuance to shareholders of the Grantor of rights to
subscribe for additional Common Shares or other securities.

         (b) Any adjustment in the number of Shares shall apply proportionately
to only the unexercised portion of the option granted hereunder. If fractions of
a share would result from any such adjustment, the adjustment shall be revised
to the next lower whole number of Shares.

8.       Binding Effect.

         Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors,
legal representatives and assigns.

9.       No Rights in Option Stock.

         Optionee shall have not rights as a shareholder in respect of Shares as
to which the option granted hereunder shall not have been exercised an payment
made as herein provided.

10.      Effect upon Engagement.

         This Agreement does not give the Optionee any right to continued
employment or engagement by the Grantor as an employee, consultant or
independent contractor or otherwise.

11.      Miscellaneous.

         This Agreement shall be construed under the laws of the State of New
York, without application to the principles of conflicts of law. Headings have
been included herein for convenience of reference only, and shall not be deemed
a part of this Agreement. References in this Agreement to the pronouns "him",
"he" and "his" are not intended to convey the masculine gender alone and are
employed in a generic sense and apply equally to the feminine gender or to an
entity.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


                                         CPI AEROSTRUCTURES, INC.


                                         By: /s/ Theodore Martines
                                            --------------------------------
                                            Theodore Martines, Vice President



                                         ACCEPTED AND AGREED TO:


                                         /s/ Stanley Wunderlich
                                         --------------------------------
                                         Stanley Wunderlich

                                                    

