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EXHIBIT 10.23

                            CPI AEROSTRUCTURES, INC.
                               60 HEARTLAND BLVD.
                            EDGEWOOD, NEW YORK 11717


                                                As of December 1, 2005

Mr. Arthur August
7155 Wainscott Court
Sarasota, FL  34238

Dear Mr. August:

     This letter will serve to extend and amend the employment agreement, dated
August 14, 2001 ("Employment Agreement") between you and CPI Aerostructures,
Inc. ("Company"), effective as of January 1, 2006. Except as herein amended, all
of provisions of the Employment Agreement shall remain in full force and effect.

1.    From January 1, 2006 through December 31, 2006, you shall continue to be
      employed by the Company as its Chairman Emeritus and Section 1.1 of the
      Employment Agreement shall be deemed amended accordingly.

2.    Your "Base Salary" during calendar year 2006 shall be at the annual rate
      of not less than $60,000 and Section 2.1 of the Employment Agreement shall
      be deemed amended accordingly.

3.    You shall not be entitled to a "Bonus" for the 2006 calendar year under
      Section 2.2 of the Employment Agreement or any additional option grants
      under Section 2.3 of the Employment Agreement.

4.    The "Employment Term" under Section 3 of the Employment Agreement shall
      continue until December 31, 2006.

5.    The "Non-compete Fee" under Section 4.7(d) of the Employment Agreement
      shall be paid in accordance with the terms of the Employment Agreement,
      with the first installment thereof to be paid on January 1, 2007.

      If this adequately sets forth our understanding with respect to your
Employment Agreement, please sign in the space provided below and return it to
the undersigned.

                                                Sincerely,

                                                CPI AEROSTRUCTURES, INC.


                                                By:   /s/ Edward J. Fred
                                                   -----------------------------
                                                      Edward J. Fred
                                                      President and CEO
ACCEPTED AND AGREED TO:


      /s/ Arthur August
-------------------------------
      ARTHUR AUGUST
[Federal Register Volume 79, Number 232 (Wednesday, December 3, 2014)]
[Notices]
[Page 71785]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-28435]


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

FEDERAL RESERVE SYSTEM


Formations of, Acquisitions by, and Mergers of Bank Holding 
Companies

    The companies listed in this notice have applied to the Board for 
approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 
1841 et seq.) (BHC Act), Regulation Y (12 CFR part 225), and all other 
applicable statutes and regulations to become a bank holding company 
and/or to acquire the assets or the ownership of, control of, or the 
power to vote shares of a bank or bank holding company and all of the 
banks and nonbanking companies owned by the bank holding company, 
including the companies listed below.
    The applications listed below, as well as other related filings 
required by the Board, are available for immediate inspection at the 
Federal Reserve Bank indicated. The applications will also be available 
for inspection at the offices of the Board of Governors. Interested 
persons may express their views in writing on the standards enumerated 
in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the 
acquisition of a nonbanking company, the review also includes whether 
the acquisition of the nonbanking company complies with the standards 
in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, 
nonbanking activities will be conducted throughout the United States.
    Unless otherwise noted, comments regarding each of these 
applications must be received at the Reserve Bank indicated or the 
offices of the Board of Governors not later than December 26, 2014.
    A. Federal Reserve Bank of Minneapolis (Jacquelyn K. Brunmeier, 
Assistant Vice President) 90 Hennepin Avenue, Minneapolis, Minnesota 
55480-0291:
    1. HF Financial Corp., Sioux Falls, South Dakota; to become a bank 
holding company by converting its wholly-owned subsidiary Home Federal 
Bank, Sioux Falls, South Dakota, from a federal savings bank to a South 
Dakota state-chartered bank.

    Board of Governors of the Federal Reserve System, November 28, 
2014.
Margaret McCloskey Shanks,
Deputy Secretary of the Board.
[FR Doc. 2014-28435 Filed 12-2-14; 8:45 am]
BILLING CODE 6210-01-P
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DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

JORGE C. GARRIDO,

Appellant,

v.

PATRICIA A. GARRIDO n/k/a PATRICIA MARTINEZ,

Appellee.

No. 4D17-2140

[June 6, 20108]

Appeal from the Circuit Court for the Seventeenth Judicial Circuit,

Broward County; Alfred J. Horowitz, Judge; L.T. Case No. FMCE 07-

08800.

Troy William Klein, West Palm Beach, for appellant.

No brief filed for appellee.

GERBER, C.J.

The former husband appeals from the circuit court’s final judgment 

upon the former wife’s motion for attorney’s fees. The former husband 

raises multiple grounds, only one of which has merit. We agree with the 

former husband that the circuit court erred when it failed to calculate the 

“lodestar” for the attorney’s fees award. As we stated in Nagl v. Navarro, 

187 So. 3d 359 (Fla. 4th DCA 2016):

An award of attorney’s fees must be supported by 

substantial competent evidence and contain express findings 

regarding the number of hours reasonably expended and a 

reasonable hourly rate for the type of litigation involved. The 

lodestar method is an appropriate starting point in domestic 

relations cases. In using the lodestar method, the trial court 

should first determine the number of hours reasonably 

expended on the litigation, and then determine the reasonable 

hourly rate for the services. Fla. Patient’s Comp. Fund v. 

Rowe, 472 So. 2d 1145, 1150 (Fla. 1985).
2

As the reviewing court, we should be able to discern from 

the face of the trial court’s orders whether the trial court made 

such determinations. Where there is nothing in the trial 

court’s order that allows the appellate court to discern 

whether . . . the Rowe factors were considered in determining 

a reasonable attorney’s fee, a fee award simply taking the 

amount charged by the attorney and determining it to be 

reasonable is improper . . . .

Id. at 361 (other internal citations, quotation marks, and brackets 

omitted).

Based on the foregoing, we reverse the final judgment and remand for 

the circuit court to make the appropriate findings as to the reasonableness 

of the hours expended and the hourly rate. On the other grounds which 

the former husband raises, we affirm without further discussion.

Affirmed in part, reversed in part, and remanded.

GROSS and CONNER, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.
V 

108TH CONGRESS 

2D SESSION H. R. 4789

For the relief of Veronica Mitina Haskins. 

IN THE HOUSE OF REPRESENTATIVES 

JULY 8, 2004

Mr. FRANK of Massachusetts introduced the following bill; which was referred 

to the Committee on the Judiciary 

A BILL

For the relief of Veronica Mitina Haskins.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,

3 SECTION 1. IMMEDIATE RELATIVE STATUS FOR VERONICA 

4 MITINA HASKINS. 

5 (a) IN GENERAL.—Veronica Mitina Haskins shall be 

6 classified as a child under section 101(b)(1)(F) of the Im7 migration and Nationality Act for purposes of approval 

8 of a relative visa petition filed under section 204 of such 

9 Act by her adoptive parent and the filing of an application 

10 for an immigrant visa or adjustment of status. 

11 (b) ADJUSTMENT OF STATUS.—If Veronica Mitina 

12 Haskins enters the United States before the filing deadline 
2

•HR 4789 IH 

1 specified in subsection (c), she shall be considered to have 

2 entered and remained lawfully and shall, if otherwise eligi3 ble, be eligible for adjustment of status under section 245 

4 of the Immigration and Nationality Act as of the date of 

5 the enactment of this Act. 

6 (c) DEADLINE FOR APPLICATION AND PAYMENT OF

7 FEES.—Subsections (a) and (b) shall apply only if the pe8 tition and the application for issuance of an immigrant 

9 visa or the application for adjustment of status are filed 

10 with appropriate fees within 2 years after the date of the 

11 enactment of this Act. 

12 (d) REDUCTION OF IMMIGRANT VISA NUMBER.—

13 Upon the granting of an immigrant visa or permanent res14 idence to Veronica Mitina Haskins, the Secretary of State 

15 shall instruct the proper officer to reduce by 1, for the 

16 current or next following fiscal year, the worldwide level 

17 of family-sponsored immigrants under section 

18 201(c)(1)(A) of the Immigration and Nationality Act. 

19 (e) DENIAL OF PREFERENTIAL IMMIGRATION

20 TREATMENT FOR CERTAIN RELATIVES.—The natural 

21 parents, brothers, and sisters of Veronica Mitina Haskins 

22 shall not, by virtue of such relationship, be accorded any 

23 right, privilege, or status under the Immigration and Na24 tionality Act. 
3

•HR 4789 IH 

1 SEC. 2. ELIGIBILITY FOR CITIZENSHIP. 

2 For purposes of section 320 of the Immigration and 

3 Nationality Act, Veronica Mitina Haskins shall be consid4 ered to have satisfied the requirements applicable to 

5 adopted children under section 101(b)(1) of such Act.

Æ
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<CIK> 0000837893
<NAME> 88AP
<MULTIPLIER> 1

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<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
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<PP&E>                                       4,842,700
<DEPRECIATION>                               3,335,476
<TOTAL-ASSETS>                               1,860,049
<CURRENT-LIABILITIES>                           19,304
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
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<TOTAL-LIABILITY-AND-EQUITY>                 1,860,049
<SALES>                                        194,872
<TOTAL-REVENUES>                               200,047
<CGS>                                                0
<TOTAL-COSTS>                                  177,985
<OTHER-EXPENSES>                                     0
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<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 22,062
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             22,062
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<CHANGES>                                            0
<NET-INCOME>                                    22,062
<EPS-BASIC>                                     1.95
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</TABLE>
#### Matter of the Estate of Fannie Block, Deceased.

(Surrogate’s Court, New York County,

April, 1919.)

Wills — execution of — codicils — witnesses.

Where the residuary clause of a will comes after the signature of the testatrix and is followed by the attestation clause signed by the witnesses, and that portion which precedes the signature of the testatrix is incorporated into a codicil duly executed, both may be admitted to probate.

Proceeding upon the probate of a will and codicil.

Charles A. Strauss, for petitioner.

Fowler, S.

An instrument purporting to be a will and an instrument purporting to be a codicil thereto are presented for probate. The first sixteen paragraphs of the will contain several legacies, but do not dispose of the residue of the estate. The seventeenth paragraph contains the appointment of executors and is followed by the testimonium clause, which states that the instrument was executed on June 8, 1913. Then follows the signature of the testatrix. The signature is followed by a paragraph numbered eighteenth, which disposes of the residue of the estate, and after that is the attestation clause which was signed by the witnesses on November 3,1914, when the testatrix published the instrument and requested the *125witnesses to sign it. The codicil, while not referring to the will by date, recites a bequest in the will, revokes it and bequeaths to the daughter of the legatee the share of the estate which had been bequeathed to her father by the will. The testatrix declared the instrument to be á codicil to her will and expressly directed that the codicil should be a part of it. The codicil was duly executed.

While the earlier instrument could not, when taken alone, be admitted to probate because it was not signed by the testatrix ánd the witnesses at the end thereof, inasmuch as it is an attested instrument, that portion of it which precedes the signature of the testatrix was incorporated into the codicil, and both should be admitted to probate. Present a decree setting forth therein *in haec verba*the will admitted to probate.

Probate decreed.
#### Jerry L. GENT, Plaintiff-Appellant, v. Susan BOWERS, the Honorable Deputy Secretary of United States Department of Education/Office for Civil Rights, Defendant-Appellee.

No. 01-1462.

United States Court of Appeals, Fourth Circuit.

Submitted May 17, 2001.

Decided May 25, 2001.

Jerry L. Gent, pro se.

Before WIDENER, NIEMEYER, and MICHAEL, Circuit Judges. ■

PER CURIAM.

Jerry L. Gent appeals the district court’s order denying his motion for in forma pauperis status and dismissing his complaint as frivolous. We have reviewed the record and find no reversible error. Accordingly, we dismiss the appeal as frivolous. We deny Gent’s motion for leave to proceed in forma pauperis on appeal. We dispense with oral argument because the facts and legal contentions are adequately presented in the materials before the court and argument would not aid the decisional process.

*DISMISSED.*
----

| (a)   | Bonus                Pool.  For each fiscal year of the Company commencing after the                Effective Date (the “Plan Year”), the Company shall establish a bonus pool                equal to 10% (the “Bonus Pool Percentage”) of Fees paid during such fiscal                year to the Sponsors (the “Bonus                Pool”). |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Special                Annual Bonus Amount.  Each Eligible Employee shall be eligible                to receive pursuant to the Plan in respect of a Plan Year, no later                than                March 15 of the year following the end of the Plan Year, a Special                Annual                Bonus in cash, in an amount determined at the CEO’s discretion in                consultation with the Administrator, subject to continued employment                through the last day of the Plan Year (the “Special Annual Bonus”). The                aggregate amounts paid as Special Annual Bonuses paid under the Plan                with                regard to each Plan Year shall always be equal to the amount of the                Bonus                Pool. |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----
#### Pig’n Whistle Sandwich Shops Inc. *v.*Keith.

No. 6827.

January 23, 1929.

Hines, J.

1. Tlie business of operating a sandwich or barbecue stand is

not a nuisance per se; but it may become one per aceidens. *Standard Oil Co.*v. *Kahn,*165 *Ga.*575 (141 S. E. 643).

2. In the absence of statute or ordinance prohibiting it, the business of conducting a sandwich or barbecue stand can be operated at all hours of the night, if the same is carried on in a proper manner.

3. Where the business alleged to be a nuisance is lawful and can be carried on without the injuries complained of, the defendant should not ,be restrained from carrying it on at all, but should be restrained from carrying it on so as to be injurious and offensive, leaving him the right to carry it on in a proper manner. 46 C. J. 792, § 416 (15); *Georgia R. Co.*v. *Maddox,*116 *Ga.*64 (42 S. E. 315).

4. The court erred in granting what appears to be a permanent injunction. On the hearing of an application for temporary injunction, the judge should not grant a permanent one, but only one of an ad interim character, to remain of force until the final trial. Civil Code (1910), § 5500; *Southern Cotton Oil Co.*v. *Overby,*136 *Ga.*69 (70 S. E. 664); *Brown*v. *Smith,*150 *Ga.*111 (102 S. E. 813); *Burns*v. *Hale,*162 *Ga.*336 (133 S. E. 857).

5. The court erred in enjoining the defendant from carrying on his business at all during the hours named in his order granting the injunction, and in granting a permanent injunction at an interlocutory hearing. Eor these reasons the judgment is reversed, and the case is remanded to the court below for further action in accordance with the above rulings.

*Judgment reversed.*

*All the Justices concur.*

*736
      *Paul L. Lindsay,*for plaintiff in error

*Scott & HornbucMe*and *Pat G. Herrington,*contra.