Exhibit 99.1
                 CONFIRMING STATEMENT
	This Statement confirms that the undersigned has
authorized and designated Ross D. DeMont and Christopher J.
Mickelson, each acting singly, to execute and file on the
undersigned's behalf all Forms 3, 4, and 5 (including any
amendments thereto) that the undersigned may be required to
file with the U.S. Securities and Exchange Commission as a
result of the undersigned's ownership of or transactions in
securities of CPI Aerostructures, Inc.  The authority of Ross
D. DeMont and Christopher J. Mickelson under this Statement
shall continue until the undersigned is no longer required to
file Forms 3, 4, and 5 with regard to the undersigned's
ownership of or transactions in securities of CPI
Aerostructures, Inc. unless earlier revoked in writing.
The undersigned acknowledges that Ross D. DeMont and
Christopher J. Mickelson are not assuming any of the
undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
	This Statement revokes the authority of any person
named in any prior confirming statement relating to the
undersigned's filing obligations with respect to securities
of CPI Aerostructures, Inc. who is not named herein, and this
Statement replaces and supersedes any such prior confirming
statement.

Dated:   08/22/2006      		 /s/ David E. Cohen
				         David E. Cohen