CPI Aerostructures (CVU) 8-K Entry into a Material Definitive Agreement

                                                                  EXHIBIT 10.6.1

                                                  BOARD APPROVAL: MARCH 22, 2005
                                              SHAREHOLDER APPROVAL: MAY 24, 2005


                            CPI AEROSTRUCTURES, INC.
                    AMENDMENT TO PERFORMANCE EQUITY PLAN 2000


     Section 3.1 of the CPI Aerostructures, Inc. Performance Equity Plan 2000
("Plan") is hereby amended to increase the number of shares of common stock
reserved and available for issuance for distribution under the Plan from 830,000
shares of common stock to 1,230,000 shares of common stock.





















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