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                                                                     EXHIBIT 4.4

                                                       


                      NON-QUALIFIED STOCK OPTION AGREEMENT

         THIS AGREEMENT, made as of this 3rd day of January 1996, 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 Estates, NY 11576
(the "Optionee").

                              W I T N E S S E T H :

         WHEREAS, the Optionee is presently a director of the Grantor; 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 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.

         Pursuant to its 1995 Employee Stock Option Plan (the "Plan"), the
Grantor hereby grants to the Optionee the option to purchase an aggregate of
Thirty Thousand (30,000) fully paid and non-assessable Common Shares of the
Grantor (the "Shares") exercisable on the date hereof.

2.       Purchase Price.

         The purchase price shall be $1.063 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, certified check
or as described in the Plan) 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.

         (b) The option granted hereunder may be exercised by the Optionee, in
full or in part, until January 1, 2001 as outlined in paragraph 1 above.

                                                         
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4.       Option Conditioned on Continued Board Membership.

         (a) If the membership of the Optionee on the Board shall be terminated
voluntarily by the Optionee or for cause, the option granted to the Optionee
hereunder shall immediately expire. If such membership shall terminate otherwise
than by reason of death, voluntarily by the Optionee or for cause, such option
may be exercised at any time within three (3) months after such termination,
subject to the provisions of subparagraph (d) of this Paragraph 4.

         (b) If the Optionee dies (i) while serving on the Board of the Grantor
or a subsidiary or parent corporation, or (ii) within three (3) months after the
termination of Optionee's membership on the Board other than voluntarily by the
Optionee or for cause, such option may be exercised by a legatee or legatees of
such option under such individual's last will or by his personal representatives
or distributees at any time within one year after his death, subject to the
provisions of subparagraph (d) of this Paragraph 4.

         (c) If the Optionee becomes disabled within the definition of Section
104(d) of the Internal Revenue Code of 1986, as amended, while serving on the
Board of the Grantor or a subsidiary or parent corporation, such option may,
subject to the provisions of subparagraph (d) of this Paragraph 4, be exercised
at any time within one year after Optionee's termination of employment due to
the disability.

         (d) An option may not be exercised pursuant to this Paragraph 4 except
to the extent that the Optionee was entitled to exercise the option at the time
of termination of Board membership or death, and in any event may not be
exercised after the original expiration date of the option.

5.       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 thousand (1,000) Shares at any one time, or the remaining
Shares covered by the option if less than one thousand (1,000).

         (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 descent
and distribution, and the option herein granted, or any of them, shall be
exercisable during the Optionee's lifetime only by the Optionee.

6.       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

                                                       

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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.

7.       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.

8.       Adjustments Upon Changes in Capitalization.

         (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 decreased to reflect a decrease 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 to the
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.

9.       Binding Effect.


                                                    
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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.

10.      No Rights in Option Stock.

         Optionee shall have no rights as a shareholder in respect of Shares as
to which the option granted hereunder shall not have been exercised and payment
made as herein provided.

11.      Effect Upon Board Membership.

         This Agreement does not give the Optionee any right to continued
membership on the Board.

12.      Agreement Subject to Plan.

         Notwithstanding anything contained herein to the contrary, this
Agreement is subject to, and shall be construed in accordance with, the terms of
the Plan, and in the event of any inconsistency between the terms hereof and the
terms of the Plan, the terms of the Plan shall govern.

13.      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 femine 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/ Arthur August
                                            --------------------------------
                                            Arthur August, President



                                         ACCEPTED AND AGREED TO:


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

                                                
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                               EXERCISE OF OPTION

                                       TO

                                 PURCHASE SHARES

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


TO:               CPI Aerostructures, Inc.

  The undersigned hereby exercises the within Option for the purchase of ______
shares according to the terms and conditions thereof and herewith makes payment
of the exercise price in full in accordance with the terms of the Company's 1995
Employee Stock Option Plan. The undersigned is purchasing such shares for
investment purposes only and not with a view to the sale or distribution
thereof. Kindly issue the certificate for such shares in accordance with the
instructions given below.

                                              ------------------------------
                                                       Signature


                                        ---------------------------------------
                                        Social Security or Taxpayer I.D. Number

Instructions for
issuance of stock:


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Name


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Street                 City                State        Zip Code




                                                    
