EXHIBIT 10.54

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         KOLAR, INC.
                                                                       Mortgagor
         - with -

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         JPMORGAN CHASE BANK
                                                                       Mortgagee


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                         MORTGAGE MODIFICATION AGREEMENT
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                           Date:                     June 25, 2002
                           Section:
                           Block:
                           Lot:
                           County:                   Tompkins
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Record and Return to:

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                         MORTGAGE MODIFICATION AGREEMENT

         Agreement made by KOLAR, INC. a New York corporation having an office
at 200A Executive Drive Edgewood, New York 11717 ("Mortgagor") for the benefit
of JPMorgan Chase Bank, having an address at 395 North Service Road, Suite 302,
Melville, New York 11747 ("Mortgagee").

                                    RECITALS

         A.       Mortgage

         (1) Mortgagee is the holder and owner of a Mortgage, Fixture Filing and
Assignment of Leases and Rents (the "Mortgage"), dated October 9, 1997, made by
Kolar, Inc., to JPMorgan Chase Bank (formerly The Chase Manhattan Bank and
acting as the "Administrative Agent") under a Credit Agreement dated October 9,
1997 (the "Original Credit Agreement") by and among the Mortgagor and said
Administrative Agent, CPI Aerostructures, Inc. and certain lenders described
therein. The Mortgage encumbered the premises (the "Original Premises")
described on Schedule A annexed thereto and secured certain Notes (collectively
the "Credit Agreement Notes"), dated October 9, 1997, made by Mortgagor to
JPMorgan Chase Bank (formerly The Chase Manhattan Bank) in the original
principal sum of $10,375,000 (the lien of said Mortgage having been limited to
$1,500,000);

         (2) The Mortgage was recorded in the office of the County Clerk of
Tompkins County on October 9, 1997, in Book 1127, page 225;

         B.       As of the date hereof, the Original Credit Agreement has been
amended and restated (hereafter the "Amended and Restated Credit Agreement"), to
provide that an additional $1,700,000 (described in the Amended and Restated
Credit Agreement as the "Deficiency Debt") shall be added to the indebtedness
secured by the Mortgage. Such indebtedness will be represented by an amended and
restated note or notes designated in the Amended and Restated Credit Agreement
as the "Replacement Term Note".

         C.       As of the date hereof the aggregate principal amount remaining
secured by the Mortgage prior to the execution of this Agreement was $1,206,962.
The aggregate amount secured by the Mortgage, as amended hereby, shall remain
$1,500,000. Accordingly, the additional amount secured by the Mortgage as
amended hereby is $268,500.

         D.       It is a condition to the execution of the Amended and Restated
Credit Agreement by the Administrative Agent and the Lenders under the Original
Credit Agreement that the Mortgagor under the Mortgage execute this Amendment;
and it is intended that the Mortgage, as amended hereby, shall secure the
Replacement Term Note.

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         NOW THEREFORE, in consideration of TEN DOLLARS ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. All references in the Mortgage to the "Note" shall be deemed
references to the Replacement Term Note.

         2. The Mortgage shall continue to secure all sums that are or may
become due under the Note, as modified by the Note Modification Agreement.

         3. All references in the Mortgage to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended and restated by the Amended
and Restated Credit Agreement.

         4. Without limitation of the foregoing, all references in the Mortgage
to the "Obligations" and "Security Documents" shall refers to such terms as
defined in the Amended and Restated Credit Agreement; and all references to the
"Indebtedness" secured by the Mortgage shall refer to the indebtedness
represented by the Replacement Term Note; and all references to other
capitalized, defined terms in the Mortgage shall be deemed to refer to those
terms as defined in the Amended and Restated Credit Agreement.

         5. All of the terms and conditions of the Mortgage, as modified hereby,
are hereby ratified and confirmed and shall continue in full force and effect.

                             Signature Page Follows


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         4. This Mortgage Modification Agreement shall be binding upon and inure
to the benefit of Mortgagor and Mortgagee and their respective successors and
assigns.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

KOLAR, INC.

By:      /s/ Edward J. Fred
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         Edward J. Fred
         Executive Vice President





STATE OF NEW YORK )
                  :ss:
COUNTY OF NEW YORK)

On the 25th day of June in the year 2002 before me, the undersigned, personally
appeared Edward J. Fred, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.

/s/
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Signature and Office of individual
taking acknowledgment



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