As filed with the Securities and Exchange Commission on August 2, 2002
                                                  Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            CPI AEROSTRUCTURES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     New York                            11-2520310
         (State or Other Jurisdiction of              (I.R.S. Employer
          Incorporation or Organization)             Identification No.)


                              200A Executive Drive
                            Edgewood, New York 11717
          (Address of Principal Executive Offices, including Zip Code)

                          1998 PERFORMANCE EQUITY PLAN

                          PERFORMANCE EQUITY PLAN 2000

                            (Full Title of the Plans)

                                  ARTHUR AUGUST
                      Chairman and Chief Executive Officer
                            CPI Aerostructures, Inc.
                              200A Executive Drive
                            Edgewood, New York 11717
                                 (631) 586-5200
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                 with a copy to:
                             DAVID ALAN MILLER, Esq.
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800


<Page>

<Table>
<Caption>

                         CALCULATION OF REGISTRATION FEE

================================================ ===================== ==================== ================= =================
                                                                                                Proposed
                                                                        Proposed Maximum        Maximum
                                                     Amount To Be      Offering Price Per      Aggregate         Amount of
Title of Securities To Be Registered                Registered (1)            Share          Offering Price   Registration Fee
================================================ ===================== ==================== ================= =================
<S>                                              <C>                    <C>                   <C>             <C>

Common Stock issuable upon exercise of options         136,000 shares         $2.53         $1,598,442.96     $      147.05
granted and outstanding under the Registrant's          85,000 shares         $2.59
1998 Performance Equity Plan ("1998 Plan")(2)          115,000 shares         $2.79
                                                        30,000 shares         $3.13
                                                        26,668 shares         $6.27
                                                        33,334 shares         $6.90
                                                        35,000 shares         $6.35
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options           2,332 shares         $5.82         $   13,572.24     $        1.25
that may be granted under the 1998 Plan (3)
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options         225,000 shares         $2.59         $2,508,500.00     $      230.78
granted and outstanding under the Registrant's          25,000 shares         $2.00
Performance Equity Plan 2000 ("2000 Plan")(2)          200,000 shares         $1.20
                                                        10,000 shares         $1.65
                                                       255,000 shares         $6.35
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options         115,000 shares         $5.82         $  669,300.00     $       61.58
that may be granted under the 2000 Plan(3)
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options          15,000 shares         $2.53         $   46,200.00     $        4.25
granted and outstanding under other employee             5,000 shares         $1.65
benefit plant ("Benefit Plans")
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

                                                                       TOTAL                $4,836,015.20     $      444.91
=========================================================================================== ================= =================
</Table>


(1)      Represents the maximum number of shares of common stock that may be
         issued by us under the 1998 Performance Equity Plan and the Performance
         Equity 2000 Plan. Pursuant to Rule 416, there are also being registered
         additional shares of common stock as may become issuable pursuant to
         the anti-dilution provisions of each of such plans.

(2)      Represents the exercise prices payable for the shares issuable upon
         exercise of outstanding options granted under the 1998 Plan and 2000
         Plan, in accordance with Rule 457(h) promulgated under the Securities
         Act of 1933, as amended ("Securities Act").

(3)      Based on the last sale price of our common stock on July 29, 2002, as
         reported by the American Stock Exchange, in accordance with Rules
         457(c) and 457(h) promulgated under the Securities Act.

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

         In accordance with the provisions of Rule 462 promulgated under the
Securities Act, the Registration Statement will become effective upon filing
with the Securities and Exchange Commission ("SEC").

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


<Page>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information*






 *       Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the Note to Part I of the
         Instructions to Form S-8.


<Page>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed by us with the SEC are
incorporated by reference in this Registration Statement:

         o        Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 2001, filed with the SEC pursuant to Section
                  13(a) of the Securities Exchange Act of 1934, as amended
                  ("Exchange Act");

         o        Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 2002, filed with the SEC pursuant to Section 13(a) of the
                  Exchange Act;

         o        Current Report on Form 8-K, dated February 21, 2002, filed
                  with the SEC on March 1, 2002, as amended by Form 8-K/A filed
                  with the SEC on March 18, 2002;

         o        Current Report on Form 8-K, dated June 25, 2002, filed with
                  the SEC on June 27, 2002; and

         o        The description of the Common Stock contained in Registrant's
                  Form 8-A (File No. 1-11398), filed pursuant to Section 12(b)
                  of the Exchange Act, including any amendment(s) or report(s)
                  filed for the purpose of updating such description.

         In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, is deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective date of filing of such documents. Any statement contained in
a document incorporated by reference in this Registration Statement is modified
or superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document that is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         Our common stock is registered under Section 12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 721 through 726, inclusive, of the Business Corporation Law of
New York ("BCL") authorizes New York corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been officers or directors and to purchase and maintain insurance for
indemnification of such officers and directors. Section 402(b) of the BCL
permits a corporation, by so providing in its certificate of incorporation, to
eliminate or limit directors' personal liability to the corporation or its
shareholders for damages arising out of certain alleged breaches of their duties
as directors. The BCL, however, provides that no such limitation of liability
may affect a director's liability with respect to any of the following: (1) acts
or omissions made in bad faith or which involved intentional misconduct or a
knowing violation of law; (2) any transaction from which the director derived a
financial profit or other advantage to which he was not legally entitled; (3)
the declaration of dividends or other distributions or purchase or redemption of
shares in violation of the BCL; or (4) the distribution of assets to
shareholders after dissolution of the corporation without paying or adequately
providing for all known liabilities of the corporation or making loans to
directors in violation of the BCL.

                                       2

<Page>

         The Registrant's Certificate of Incorporation, as amended, provides
that the personal liability of the directors of the Registrant is eliminated to
the fullest extent permitted by Section 402(b) of the BCL. In addition, the
Amended and Restated By-laws of the Registrant provide in substance that, each
director and officer shall be indemnified by the Registrant against reasonable
expenses, including attorney's fees, and any liabilities that he or she may
incur in connection with any action to which he or she may be made a party by
reason of his or her being or having been a director or officer of the
Registrant. The indemnification provided by the Registrant's By-laws is not
deemed exclusive of or in any way to limit any other rights which any person
seeking indemnification may be entitled. The Registrant also has directors' and
officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.       Description
         -----------       -----------

            4.1            1998 Performance Equity Plan (incorporated by
                           reference to Exhibit 10.28 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           1998)

            4.2            Performance Equity Plan 2000 (incorporated by
                           reference to Exhibit 10.29 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           2000)

            5.1            Opinion of Graubard Miller*

           23.1            Consent of Goldstein Golub Kessler & Company, P.C.*

           23.2            Consent of Graubard Miller (included in Exhibit 5.1)*

           24.1            Powers of Attorney (included on the signature page to
                           this Registration Statement)*

* Filed Herewith

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.

                  (2) That, for the purpose of determining liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain unsold at the
end of the offering.

         (b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

                                       3

<Page>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edgewood, State of New York, on this 2nd day of
August, 2002.

                                     CPI AEROSTRUCTURES, INC.


                                     By:   /s/ Arthur August
                                           -------------------------------------
                                           Arthur August
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Arthur August or Edward J. Fred his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorney-in-fact and agent, or his substitute or substitutes, June lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


/s/ Arthur August             Chairman of the Board and           August 2, 2002
---------------------------   Chief Executive Officer
    Arthur August             (Principal Executive Officer)

/s/ Edward J. Fred            President and Chief Financial       August 2, 2002
---------------------------   Officer, Secretary (Principal
    Edward J. Fred            Accounting Officer) and Director


/s/ Walter Paulick            Director                            August 2, 2002
---------------------------
    Walter Paulick

/s/ Kenneth McSweeney         Director                            August 2, 2002
---------------------------
    Kenneth McSweeney



                                       4

<Page>


                                                      EXHIBIT INDEX


        Exhibit No.        Description
        -----------        -----------

         4.1               1998 Performance Equity Plan (incorporated by
                           reference to Exhibit 10.28 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           1998)

         4.2               Performance Equity Plan 2000 (incorporated by
                           reference to Exhibit 10.29 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           2000)

         5.1               Opinion of Graubard Miller*

         23.1              Consent of Goldstein Golub Kessler & Company, P.C.*

         23.2              Consent of Graubard Miller (included in Exhibit 5.1)*

         24.1              Powers of Attorney (included on the signature page to
                           this Registration Statement)*

* Filed Herewith


                                       5
[{"type": "S-8", "sequence": "1", "filename": "cpi-s8_822002.txt", "description": "CPI AEROSTRUCTURES S-8 (8-2-2002)", "secsgml_size_bytes": 18016}]
{"company-data": {"conformed-name": "CPI AEROSTRUCTURES INC", "cik": "0000889348", "assigned-sic": "3728", "irs-number": "112520310", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97577", "film-number": "02718289"}, "business-address": {"street1": "200A EXECUTIVE DR", "city": "EDGEWOOD", "state": "NY", "zip": "11717", "phone": "5165865200"}}
As filed with the Securities and Exchange Commission on August 2, 2002
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            CPI AEROSTRUCTURES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     New York                            11-2520310
         (State or Other Jurisdiction of              (I.R.S. Employer
          Incorporation or Organization)             Identification No.)

                              200A Executive Drive
                            Edgewood, New York 11717
          (Address of Principal Executive Offices, including Zip Code)

                          1998 PERFORMANCE EQUITY PLAN

                          PERFORMANCE EQUITY PLAN 2000

                            (Full Title of the Plans)

                                  ARTHUR AUGUST
                      Chairman and Chief Executive Officer
                            CPI Aerostructures, Inc.
                              200A Executive Drive
                            Edgewood, New York 11717
                                 (631) 586-5200
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                 with a copy to:
                             DAVID ALAN MILLER, Esq.
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800
CALCULATION OF REGISTRATION FEE

================================================ ===================== ==================== ================= =================
                                                                                                Proposed
                                                                        Proposed Maximum        Maximum
                                                     Amount To Be      Offering Price Per      Aggregate         Amount of
Title of Securities To Be Registered                Registered (1)            Share          Offering Price   Registration Fee
================================================ ===================== ==================== ================= =================
Common Stock issuable upon exercise of options         136,000 shares         $2.53         $1,598,442.96     $      147.05
granted and outstanding under the Registrant's          85,000 shares         $2.59
1998 Performance Equity Plan ("1998 Plan")(2)          115,000 shares         $2.79
                                                        30,000 shares         $3.13
                                                        26,668 shares         $6.27
                                                        33,334 shares         $6.90
                                                        35,000 shares         $6.35
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options           2,332 shares         $5.82         $   13,572.24     $        1.25
that may be granted under the 1998 Plan (3)
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options         225,000 shares         $2.59         $2,508,500.00     $      230.78
granted and outstanding under the Registrant's          25,000 shares         $2.00
Performance Equity Plan 2000 ("2000 Plan")(2)          200,000 shares         $1.20
                                                        10,000 shares         $1.65
                                                       255,000 shares         $6.35
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options         115,000 shares         $5.82         $  669,300.00     $       61.58
that may be granted under the 2000 Plan(3)
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

Common Stock issuable upon exercise of options          15,000 shares         $2.53         $   46,200.00     $        4.25
granted and outstanding under other employee             5,000 shares         $1.65
benefit plant ("Benefit Plans")
------------------------------------------------ --------------------- -------------------- ----------------- -----------------

                                                                       TOTAL                $4,836,015.20     $      444.91
=========================================================================================== ================= =================
(1)      Represents the maximum number of shares of common stock that may be
         issued by us under the 1998 Performance Equity Plan and the Performance
         Equity 2000 Plan. Pursuant to Rule 416, there are also being registered
         additional shares of common stock as may become issuable pursuant to
         the anti-dilution provisions of each of such plans.

(2)      Represents the exercise prices payable for the shares issuable upon
         exercise of outstanding options granted under the 1998 Plan and 2000
         Plan, in accordance with Rule 457(h) promulgated under the Securities
         Act of 1933, as amended ("Securities Act").

(3)      Based on the last sale price of our common stock on July 29, 2002, as
         reported by the American Stock Exchange, in accordance with Rules
         457(c) and 457(h) promulgated under the Securities Act.

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

         In accordance with the provisions of Rule 462 promulgated under the
Securities Act, the Registration Statement will become effective upon filing
with the Securities and Exchange Commission ("SEC").

                              ---------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information*

 *       Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the Note to Part I of the
         Instructions to Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed by us with the SEC are
incorporated by reference in this Registration Statement:

         o        Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 2001, filed with the SEC pursuant to Section
                  13(a) of the Securities Exchange Act of 1934, as amended
                  ("Exchange Act");

         o        Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 2002, filed with the SEC pursuant to Section 13(a) of the
                  Exchange Act;

         o        Current Report on Form 8-K, dated February 21, 2002, filed
                  with the SEC on March 1, 2002, as amended by Form 8-K/A filed
                  with the SEC on March 18, 2002;

         o        Current Report on Form 8-K, dated June 25, 2002, filed with
                  the SEC on June 27, 2002; and

         o        The description of the Common Stock contained in Registrant's
                  Form 8-A (File No. 1-11398), filed pursuant to Section 12(b)
                  of the Exchange Act, including any amendment(s) or report(s)
                  filed for the purpose of updating such description.

         In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, is deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective date of filing of such documents. Any statement contained in
a document incorporated by reference in this Registration Statement is modified
or superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document that is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         Our common stock is registered under Section 12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 721 through 726, inclusive, of the Business Corporation Law of
New York ("BCL") authorizes New York corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been officers or directors and to purchase and maintain insurance for
indemnification of such officers and directors. Section 402(b) of the BCL
permits a corporation, by so providing in its certificate of incorporation, to
eliminate or limit directors' personal liability to the corporation or its
shareholders for damages arising out of certain alleged breaches of their duties
as directors. The BCL, however, provides that no such limitation of liability
may affect a director's liability with respect to any of the following: (1) acts
or omissions made in bad faith or which involved intentional misconduct or a
knowing violation of law; (2) any transaction from which the director derived a
financial profit or other advantage to which he was not legally entitled; (3)
the declaration of dividends or other distributions or purchase or redemption of
shares in violation of the BCL; or (4) the distribution of assets to
shareholders after dissolution of the corporation without paying or adequately
providing for all known liabilities of the corporation or making loans to
directors in violation of the BCL.

                                       2
The Registrant's Certificate of Incorporation, as amended, provides
that the personal liability of the directors of the Registrant is eliminated to
the fullest extent permitted by Section 402(b) of the BCL. In addition, the
Amended and Restated By-laws of the Registrant provide in substance that, each
director and officer shall be indemnified by the Registrant against reasonable
expenses, including attorney's fees, and any liabilities that he or she may
incur in connection with any action to which he or she may be made a party by
reason of his or her being or having been a director or officer of the
Registrant. The indemnification provided by the Registrant's By-laws is not
deemed exclusive of or in any way to limit any other rights which any person
seeking indemnification may be entitled. The Registrant also has directors' and
officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.       Description
         -----------       -----------

            4.1            1998 Performance Equity Plan (incorporated by
                           reference to Exhibit 10.28 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           1998)

            4.2            Performance Equity Plan 2000 (incorporated by
                           reference to Exhibit 10.29 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           2000)

            5.1            Opinion of Graubard Miller*

           23.1            Consent of Goldstein Golub Kessler & Company, P.C.*

           23.2            Consent of Graubard Miller (included in Exhibit 5.1)*

           24.1            Powers of Attorney (included on the signature page to
                           this Registration Statement)*

* Filed Herewith

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.

                  (2) That, for the purpose of determining liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain unsold at the
end of the offering.

         (b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

                                       3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edgewood, State of New York, on this 2nd day of
August, 2002.

                                     CPI AEROSTRUCTURES, INC.

                                     By:   /s/ Arthur August
                                           -------------------------------------
                                           Arthur August
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Arthur August or Edward J. Fred his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorney-in-fact and agent, or his substitute or substitutes, June lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Arthur August             Chairman of the Board and           August 2, 2002
---------------------------   Chief Executive Officer
    Arthur August             (Principal Executive Officer)

/s/ Edward J. Fred            President and Chief Financial       August 2, 2002
---------------------------   Officer, Secretary (Principal
    Edward J. Fred            Accounting Officer) and Director

/s/ Walter Paulick            Director                            August 2, 2002
---------------------------
    Walter Paulick

/s/ Kenneth McSweeney         Director                            August 2, 2002
---------------------------
    Kenneth McSweeney

                                       4
EXHIBIT INDEX

        Exhibit No.        Description
        -----------        -----------

         4.1               1998 Performance Equity Plan (incorporated by
                           reference to Exhibit 10.28 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           1998)

         4.2               Performance Equity Plan 2000 (incorporated by
                           reference to Exhibit 10.29 to the Registrant's Annual
                           Report on Form 10-KSB for the year ended December 31,
                           2000)

         5.1               Opinion of Graubard Miller*

         23.1              Consent of Goldstein Golub Kessler & Company, P.C.*

         23.2              Consent of Graubard Miller (included in Exhibit 5.1)*

         24.1              Powers of Attorney (included on the signature page to
                           this Registration Statement)*

* Filed Herewith

                                       5