Exhibit 99.2
                           CONFIRMING STATEMENT

       This Statement confirms that the undersigned has authorized and
designated David E. Cohen 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 David E. Cohen 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 David E. Cohen 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: 08/31/2006                               /s/ Ross D. DeMont

                                                    Ross D. DeMont