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                                                                     EXHIBIT 4.2

SECOND TRANCHE WARRANT NO. 002

            The securities represented by this certificate have been acquired
            directly or indirectly from the Issuer without being registered
            under the Securities Act of 1933, as amended (the "Securities Act"),
            or any other applicable securities laws, and are restricted
            securities as that term is defined under Rule 144 promulgated under
            the Securities Act. These securities may not be sold, pledged,
            transferred, distributed or otherwise disposed of in any manner
            ("Transfer") unless they are registered under the Securities Act and
            any other applicable securities laws, or unless the request for
            Transfer is accompanied by a favorable opinion of counsel,
            reasonably satisfactory to the Issuer, stating that the Transfer
            will not result in a violation of the Securities Act or any other
            applicable securities laws.

                             SECOND TRANCHE WARRANT

                            SUNAIR ELECTRONICS, INC.

      SUNAIR ELECTRONICS, INC. (the "Issuer"), a Florida corporation, with
offices at 3005 SW 3rd Ave., Fort Lauderdale, FL 33315-3312, for value received,
hereby certifies that COCONUT PALM CAPITAL INVESTORS II, LTD., a Florida limited
partnership ("Coconut Palm"), with an address for notice purposes hereunder at
555 South Federal Highway, Second Floor, Boca Raton, Florida 33432, or its
registered assigns, is entitled to purchase from the Issuer up to Five Million
(5,000,000) (as further defined below, the "Issuable Number") duly authorized,
validly issued, fully paid and non-assessable shares (subject to the adjustments
contained in this Warrant) of common stock, par value $0.10 per share (the
"Common Stock"), of the Issuer at the purchase price per share equal to Seven
Dollars ($7.00) (the "Exercise Price") at any time and from time to time on or
after February 8, 2005 (the "Issuance Date") and at or before 5:00 p.m., Fort
Lauderdale, Florida time, on the fifth anniversary of the Issuance Date (the
"Termination Date"), all subject to the terms, conditions and adjustments set
forth below in this Warrant. Capitalized terms used herein are defined in
Section 10 hereof or elsewhere throughout this Warrant, or in that certain
Purchase Agreement, dated November 17, 2004, by and between Issuer and Coconut
Palm (the "Purchase Agreement"). For purposes of this Warrant, the "Issuable
Number" shall equal the aggregate number of shares of Common Stock purchased by
Coconut Palm pursuant to the Purchase Agreement as of the Second Closing Date.
In addition, Coconut Palm shall be entitled to purchase an equal Issuable Number
of First Tranche Warrant Shares, in accordance with that certain First Tranche
Warrant issued to Coconut Palm pursuant to the Purchase Agreement.

1.    Exercise of Warrant.

      1.1   Manner of Exercise. This Warrant may be exercised by the holder of
this Warrant (the "Holder") in whole or in part, at any time and from time to
time on or after the Issuance Date, by facsimile, mail or overnight courier
delivery of a notice in substantially the form attached to this Warrant (or a
reasonable facsimile thereof) duly executed by such Holder (a "Warrant Exercise
Notice"). The closing of each exercise shall take place on (i) the third (3rd)

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Business Day following, and excluding, the date the Warrant Exercise Notice is
delivered (the "Warrant Notice Date"), subject to the provisions of Section
1.4(b) hereof, (ii) at the option of the Holder, such later date as the
conditions set forth in Section 1.2 have been waived or satisfied or (iii) any
other date upon which the exercising Holder and the Issuer mutually agree (each,
a "Warrant Closing Date").

            (a) This Warrant may be exercised by the Holder hereof by paying
      cash to Issuer in the amount equal to the product of (i) the number of
      shares of Common Stock for which the Warrant is being exercised (without
      giving effect to any adjustment thereof) multiplied by (ii) the Exercise
      Price.

            (b) At any time on or after one hundred eighty (180) days following
      the Issuance Date, in lieu of payment of the Exercise Price in cash as set
      forth in Section 1.1(a), the Holder hereof may exercise this Warrant by
      specifying in the Warrant Exercise Notice that such Holder has elected to
      exercise this Warrant pursuant to a "broker-assisted" exercise/sale
      procedure pursuant to which funds to pay for exercise of the Warrant are
      delivered to the Issuer by a broker upon receipt of stock certificates
      from the Issuer through a licensed broker reasonably acceptable to the
      Issuer whereby the stock certificate or certificates for the shares of
      Common Stock for which the Warrant is exercised will be delivered by the
      Issuer to such broker as the agent for the Holder exercising the Warrant
      and the broker will deliver to the Issuer cash (or cash equivalents
      acceptable to the Issuer) equal to the Exercise Price for the shares of
      Common Stock purchased pursuant to the exercise of the Warrant. The Issuer
      shall allow the issuance and delivery to such broker of the shares of
      Common Stock necessary to effect the sale of such shares by such broker
      and apply the sales proceeds to pay the Exercise Price notwithstanding the
      fact that the Issuer will not receive the cash proceeds until after the
      sale of the underlying shares of Common Stock, subject, in the event the
      Holder is an officer or director of the Issuer, to compliance with the
      applicable provisions of the Sarbanes-Oxley Act of 2002 with respect to
      loans to officers and directors. Holder hereby expressly agrees to
      indemnify and to hold the Issuer harmless for the full amount of any loss
      or damage ( including all reasonable trial attorneys' and appellate
      attorneys' fees including those which may be incurred in the enforcement
      of this indemnity) Issuer may sustain as a result of such broker failing
      to remit to Issuer the proceeds from the sale of such shares of Common
      Stock in accordance with this Section 1.1(b).

      1.2   Conditions to Closing. It shall be a condition of the exercising
Holder's obligation to close on each Warrant Closing Date that each of the
following is satisfied, unless waived by such Holder:

            (a) all shares to be issued upon such exercise shall be registered
      under the Securities Act, shall be freely tradable Registered Common Stock
      and shall be duly listed and admitted to trading on Nasdaq, the New York
      Stock Exchange or the American Stock Exchange, depending on where such
      shares are traded at the time the Warrant is exercised (unless the Holder
      expressly consents in writing to the issuance of unregistered Common Stock
      for a portion or all of the shares to be issued upon such exercise in
      which case the Issuer shall issue such unregistered Common Stock upon such
      request).

            (b) As of such Warrant Closing Date, the Issuer shall have notified
      the Holder of all Restatements, and no Restatement shall have occurred on
      or after the date on which

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      the Warrant Exercise Notice is delivered. The Holder and the Issuer
      expressly acknowledge and agree that the issuance of a press release by
      the Issuer disclosing a Restatement shall be deemed sufficient to satisfy
      this notice requirement.

If any such condition is not satisfied or waived prior to the third (3rd)
Business Day following and excluding the date the Warrant Exercise Notice is
delivered, then the Holder may, at its sole option, and at any time, withdraw
the Warrant Exercise Notice by written notice to the Issuer regardless of
whether such condition has been satisfied or waived as of the withdrawal date
and, after such withdrawal, shall have no further obligation with respect to
such Warrant Exercise Notice and may submit a Warrant Exercise Notice on any
future date with respect to the shares referenced in the original Warrant
Exercise Notice.

      1.3   When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to 5:00 p.m. (time in effect in
Fort Lauderdale, Florida on such date) on the Business Day on which the Warrant
Exercise Notice is delivered as provided in Section 1.1, and at such time the
Person or Persons in whose name or names any certificate or certificates for
shares of Common Stock (or Other Securities) shall be issuable upon such
exercise as provided in Section 1.4 shall be deemed to have become the Holder or
Holders of record thereof, provided, however, that such exercise shall not be
deemed effective if at or prior to 5:00 p.m. (time in effect in Fort Lauderdale,
Florida on such date) on the Warrant Closing Date the Holder delivers written
notice of withdrawal to the Issuer as set forth in Section 1.2.

      1.4   Delivery of Warrant and Payment. On each Warrant Closing Date, the
registered Holder shall surrender this Warrant to the Issuer at the address set
forth for the Issuer in the introductory paragraph of this Warrant or such other
address as the Issuer advises the Holder in writing and (a) shall deliver
payment in cash, by wire transfer to the Issuer's account designated by Issuer
of immediately available funds or by certified or official bank check payable to
the order of the Issuer, to the extent that the Warrant is exercised in
accordance with Section 1.1(a), shall have so specified in the Warrant Exercise
Notice delivered by such Holder and such Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock (or Other Securities) determined as
provided in Sections 2 and 3 hereof, or (b) if exercising this Warrant in
accordance with Section 1.1(b) above, shall have so specified in the Warrant
Exercise Notice delivered by such Holder, and the Issuer shall deliver to the
Holder's broker the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock (or Other Securities) determined as
provided in Sections 2 and 3 hereof, following the sale of which in accordance
with Section 1.1(b) above such broker shall, within three (3) Business Days
after the Warrant Closing Date, deliver payment in cash, by wire transfer to the
Issuer's account designated by Issuer of immediately available funds or by
certified or official bank check payable to the order of the Issuer, to the
extent that the Warrant is exercised.

      1.5   Delivery of Stock Certificates, etc. On each Warrant Closing Date,
the Issuer at its expense (including the payment by it of any applicable issue
taxes) shall cause to be issued in the name of and delivered to the Holder
hereof or as such Holder may direct,

            (a) via facsimile and at such address specified by the Holder via a
      reputable overnight courier, a delivery notice in the form of Exhibit 2
      hereto and one or more certificates for the number of duly authorized,
      validly issued, fully paid and nonassessable shares of Common Stock (or
      Other Securities) to which such Holder shall

                                       3

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      be entitled upon such exercise plus, in lieu of any fractional share to
      which such Holder would otherwise be entitled, cash in an amount equal to
      the same fraction of the Closing Sales Price per share on the Business Day
      next preceding the date of such exercise, and

            (b) in case such exercise is in part only, at such address specified
      by the Holder via reputable overnight courier, a new Warrant of like
      tenor, calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock equal (without giving effect to any
      adjustment thereof) to the number of such shares called for on the face of
      this Warrant minus the number of such shares designated by the Holder in
      the related Warrant Exercise Notice upon such exercise as provided in
      Section 1.1.

2.    Adjustment of Common Stock Issuable Upon Exercise.

      2.1   General; Warrant Price. The number of shares of Common Stock that
the Holder of this Warrant shall be entitled to receive upon each exercise
hereof shall be determined by multiplying the number of shares of Common Stock
that would otherwise (but for the provisions of Sections 2 and 3) be issuable
upon such exercise, as designated by the Holder hereof pursuant to Section 1.1,
by a fraction of which (a) the numerator is the Exercise Price and (b) the
denominator is the Warrant Price in effect on the date of such exercise. The
"Warrant Price" shall initially be the Exercise Price. The Warrant Price shall
be adjusted and readjusted from time to time as provided in Sections 2 and 3
hereof and, as so adjusted or readjusted, shall remain in effect until a further
adjustment or readjustment thereof is required by Sections 2 and 3 hereof.

      2.2   INTENTIONALLY LEFT BLANK.

      2.3   INTENTIONALLY LEFT BLANK.

      2.4   INTENTIONALLY LEFT BLANK.

      2.5   Treatment of Stock Dividends, Stock Splits, etc. In case the Issuer
at any time or from time to time on or after the Issuance Date shall declare or
pay any dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, the Warrant Price in
effect immediately prior to such dividend or subdivision shall, concurrently
with the deemed effectiveness of such dividend or subdivision, be reduced to a
price determined by multiplying the Warrant Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to giving effect to such dividend or subdivision and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after giving effect to such dividend or subdivision (including, without
limitation, all shares of Common Stock deemed issued or issuable in connection
with or as a result of such dividend or subdivision notwithstanding that any
such shares have not actually been issued as of the deemed effectiveness of such
dividend or subdivision). For purposes hereof, such dividend or subdivision
shall be deemed effective, and additional shares of Common Stock shall be deemed
to have been issued pursuant thereto (a) in the case of any such dividend,
immediately after the close of business on the record date for the determination
of holders of any class of securities entitled to receive such dividend, or (b)
in the case of any such subdivision, at the close of business on the day
immediately prior to the day upon which such corporate action becomes effective.

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      2.6   Adjustments for Combinations, etc. In case the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Warrant Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

      2.7   Dividends and Distributions in Cash, Property or Securities other
than Common Stock. In case the Issuer at any time or from time to time on or
after the Issuance Date shall declare, order, pay or make a dividend or other
distribution on the Common Stock of cash, property or securities (including,
without limitation, a dividend payable in any shares, interests, rights,
options, warrants, evidences of indebtedness or convertible securities of the
Company or any other Person) other than a dividend payable in Common Stock
covered under Section 2.5 hereof or a dividend or other distribution on the
Common Stock of cash, property or securities, issued in connection with any sale
of all or substantially all of the assets or securities of any subsidiary of the
Issuer, then the Warrant Price shall be reduced, effective as of the date of
such distribution record date, (a) in the case of a cash distribution, by the
dollar amount of the cash distribution per share of Common Stock, subject to the
last sentence of this Section 2.7, (b) in the case of a distribution of property
other than cash, by the dollar amount of the fair market value of all the
property being distributed divided by the number of shares of Common Stock
issued and outstanding as of such dividend record date in respect of which such
property distribution is being made and (c) in the case of a distribution of
securities (including, without limitation, a dividend payable in any shares,
interests, rights, options, warrants, evidences of indebtedness or convertible
securities of the Company or any other Person) other than a dividend payable in
Common Stock covered under Section 2.5 hereof, by the dollar amount of the fair
market value of all such securities being distributed divided by the number of
shares of Common Stock issued and outstanding as of such dividend record date in
respect of which such property distribution is being made. The determination of
fair market value of any such property (other than cash) or securities pursuant
to this Section 2.7 shall be made by an independent, nationally recognized
appraisal firm not affiliated with the Issuer that is regularly engaged in the
business of appraising the type of property or securities, as applicable, that
is the subject of such distribution, at the Issuer's expense. If the aggregate
amount of any ordinary cash distributions from retained earnings lawfully made
in accordance with Section 607.06401 of the Florida Business Corporation Act
(expressly excluding, without limitation, extraordinary, liquidating or partial
liquidating cash distributions, by way of return of capital or otherwise)
("Ordinary Cash Distributions") covered by this Section 2.7 shall, during any
quarterly period of any calendar year (i.e. January 1 to March 31, April 1 to
June 30, July 1 to September 30, or October 1 to December 31) (each, a
"Quarterly Period"), total three-quarters of one percent (.75%) of the average
of the Closing Sales Prices for the dividend record dates for such Ordinary Cash
Distributions during such Quarterly Period (the "De Minimis Cash Distribution
Amount") or less, then such cash distributions shall not require an adjustment
to the Warrant Price pursuant to clause (a) of this Section 2.7; provided that,
notwithstanding anything to the contrary set forth herein, the Warrant Price
shall be adjusted as provided in clause (a) of this Section 2.7 by the aggregate
amount of all (i) Ordinary Cash Distributions during any Quarterly Period in
excess of the De Minimis Cash Distribution Amount and (ii) cash distributions
other than Ordinary Cash Distributions.

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3.    Business Combinations.

      3.1   Adjustment upon Business Combination. In case the Issuer on or after
the Issuance Date is a party to (i) any acquisition of the Issuer by means of
merger or other form of corporate reorganization in which outstanding shares of
the Issuer are exchanged for securities or other consideration issued, or caused
to be issued, by the Acquiring Person or its Parent, Subsidiary or affiliate,
(ii) a sale of all or substantially all of the assets of the Issuer (on a
consolidated basis) in a single transaction or series of related transactions,
(iii) any other transaction or series of related transactions by the Issuer or
relating to the Common Stock (including without limitation, any stock purchase
or tender or exchange offer) in which the power to cast the majority of the
eligible votes at a meeting of the Issuer's shareholders at which directors are
elected is transferred to a single entity or group acting in concert, or (iv) a
capital reorganization or reclassification of the Common Stock (other than a
reorganization or reclassification in which the Common Stock are not converted
into or exchanged for cash or other property, and, immediately after
consummation of such transaction, the shareholders of the Issuer immediately
prior to such transaction own the Common Stock or other voting stock of the
Issuer in substantially the same proportions relative to each other as such
shareholders owned immediately prior to such transaction), then, and in the case
of each such transaction (each of which is referred to herein as "Business
Combination"), proper provision shall be made so that, upon the basis and the
terms and in the manner provided herein, the Holder, upon exercise of all or any
part of this Warrant at any time after the consummation of such Business
Combination, shall be entitled to receive upon such exercise, the Common Stock
and Other Securities, cash and property to which the Holder would have been
entitled upon such consummation if the Holder had exercised the Warrant
immediately prior thereto (including, without limitation, any additional shares
of Common Stock, Other Securities, cash and property issuable as a result of an
increase in the Issuable Number occurring after the date of consummation of such
Business Combination); provided, that if the Acquiring Person or its Parent, as
the case may be, shall combine, subdivide or reclassify its common stock, or
shall declare any dividend payable in shares of its common stock, or shall take
any other action of a similar nature affecting such shares, the calculations
above shall be adjusted to the extent appropriate, as provided in Section 2 of
this Warrant, to reflect such event, including appropriate adjustments to
account for any such event that occurs during any of the measurement periods set
forth above.

      3.2   Assumption of Obligations. Notwithstanding anything contained herein
to the contrary, the Issuer will not effect any Business Combination unless,
prior to the consummation thereof, each Person (other than the Issuer) that may
be required to deliver any stock, securities, cash or property upon exercise of
this Warrant as provided herein shall assume (A) the obligations of the Issuer
under this Warrant (and if the Issuer shall survive the consummation of such
transaction, such assumption shall be in addition to, and shall not release the
Issuer from, any continuing obligations of the Issuer under this Warrant) and
(B) the obligation to deliver to the Holder such shares of stock, securities,
cash or property as, in accordance with the foregoing provisions of this Section
3 and the other provisions of this Warrant, the Holder may be entitled to
receive.

4.    No Impairment. The Issuer will not, by amendment of its articles of
incorporation or through any consolidation, merger, reorganization, transfer of
assets, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to

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protect the rights of the Holder of this Warrant against impairment. Without
limiting the generality of the foregoing, the Issuer (a) will not permit the par
value of any shares of stock receivable upon the exercise of this Warrant to
exceed the amount payable therefor upon such exercise, and (b) will take all
such action as may be necessary or appropriate in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of stock on the
exercise of the Warrants from time to time outstanding.

5.    Accountants' Report as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable upon
the exercise of this Warrant, the Issuer at its expense will promptly compute
such adjustment or readjustment in accordance with the terms of this Warrant
and, to the extent Holder disputes in writing such computations, cause
independent certified public accountants of recognized national standing (which
may be the regular auditors of the Issuer) selected by the Issuer to verify such
computation and prepare a report setting forth such adjustment or readjustment
and showing in reasonable detail the method of calculation thereof and the facts
upon which such adjustment or readjustment is based, including but not limited
to a statement of (a) the number of shares of Common Stock outstanding or deemed
to be outstanding and (b) the Warrant Price in effect immediately prior to such
issue or sale and as adjusted and readjusted (if required by Section 2 or 3) on
account thereof. The Issuer will forthwith mail a copy of each such report to
each Holder of a Warrant and will, upon the written request at any time of any
Holder of a Warrant, furnish to such Holder a copy of the most recent report
setting forth the Warrant Price in effect as of the date such report is
delivered and showing in reasonable detail how it was calculated. The Issuer
will also keep copies of all such reports at its principal office and will cause
the same to be available for inspection at such office during normal business
hours by any Holder of a Warrant or any prospective purchaser of a Warrant
designated by the Holder thereof.

6.    Notices of Corporate Action. In the event of :

            (a) any taking by the Issuer of a record of the holders of any class
      of securities for the purpose of determining the holders thereof who are
      entitled to receive any dividend or other distribution, or any right to
      subscribe for, purchase or otherwise acquire any shares of stock of any
      class or any other securities or property, or to receive any other right,
      or

            (b) any capital reorganization of the Issuer, any reclassification
      or recapitalization of the capital stock of the Issuer or any
      consolidation or merger involving the Issuer and any other Person or any
      transfer of all or substantially all the assets of the Issuer to any other
      Person, or

            (c) any voluntary or involuntary dissolution, liquidation or
      winding-up of the Issuer,

the Issuer will mail to the Holder a notice specifying (i) the date or expected
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right, and (ii) the date or expected date on which any such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for the securities or other

                                       7

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property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be delivered to Holder at least twenty (20)
Business Days prior to the date therein specified, but in no event later than
the date notice is delivered to any holder of Common Stock.

7.    Reservation of Shares. For so long as the Warrant represented hereby has
not been exercised in full, the Issuer shall at all times prior to the
Termination Date reserve and keep available, free from pre-emptive rights, out
of its authorized but unissued capital stock, the number of shares required to
permit the full exercise of this Warrant (assuming it were exercised in the
manner provided for in Section 1.1(a) hereof).

8.    Lost or Stolen Warrant. In case this Warrant shall be mutilated, lost,
stolen or destroyed, the Issuer shall issue in exchange and substitution for and
upon cancellation of the mutilated warrant certificate, or in lieu of and
substitution for the warrant certificate lost, stolen or destroyed, a new
warrant certificate of like tenor, but only upon receipt of evidence reasonably
satisfactory, and (in the case of loss, theft or destruction) of an undertaking
to provide reasonably satisfactory indemnification, to the Issuer of or in
respect of such loss, theft or destruction of such warrant certificate.

9.    Warrant Agent. The Issuer (and any corporation into which the Issuer is
merged or any corporation resulting from any consolidation to which the Issuer
is a party) shall serve as warrant agent (the "Warrant Agent") under this
Warrant. The Warrant Agent hereunder shall at all times maintain a register (the
"Warrant Register") of the Holders of this Warrant. Upon 30 days' notice to the
registered Holder hereof, the Issuer may appoint a new Warrant Agent. Such new
Warrant Agent shall be a corporation doing business and in good standing under
the laws of the United States or any state thereof, and having a combined
capital and surplus of not less than $50,000,000. The combined capital and
surplus of any such new Warrant Agent shall be deemed to be the combined capital
and surplus as set forth in the most recent report of its condition published by
such Warrant Agent prior to its appointment; provided that such reports are
published at least annually pursuant to law or to the requirements of a federal
or state supervising or examining authority. After acceptance in writing of such
appointment by the new Warrant Agent, it shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named herein as
the Warrant Agent, without any further assurance, conveyance, act or deed; but
if for any reason it shall be reasonably necessary or expedient to execute and
deliver any further assurance, conveyance, act or deed, the same shall be done
at the expense of the Issuer and shall be legally and validly executed and
delivered by the Issuer. Any corporation into which any new Warrant Agent may be
merged or any corporation resulting from any consolidation to which any new
Warrant Agent shall be a party or any corporation to which any new Warrant Agent
transfers substantially all of its corporate trust or shareholders services
business shall be a successor Warrant Agent under this Warrant without any
further act; provided that such corporation (i) would be eligible for
appointment as successor to the Warrant Agent under the provisions of this
Section 9 or (ii) is a wholly owned Subsidiary of the Warrant Agent. Any such
successor Warrant Agent shall promptly cause notice of its succession as Warrant
Agent to be delivered via reputable overnight courier to the registered Holder
hereof at such Holder's last address as shown on the Warrant Register.

10.   Definitions. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

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      10.1  "Acquiring Person" means, in connection with any Business
Combination: (i) the continuing or surviving corporation or other entity of a
consolidation or merger with the Issuer (if other than the Issuer), (ii) the
transferee of all or substantially all of the properties or assets of the
Issuer, (iii) the corporation or other entity consolidating with or merging into
the Issuer in a consolidation or merger in connection with which the Common
Stock is changed into or exchanged for stock or other securities of any other
Person or cash or any other property, (iv) the entity or group acting in concert
acquiring or possessing the power to cast the majority of the eligible votes at
a meeting of the Issuer's shareholders at which directors are elected or, (v) in
the case of a capital reorganization or reclassification described in clause
(iv) of the definition of Business Combination, the Issuer.

      10.2  "Business Combination" shall have the meaning attributed to it in
Section 3.1 hereof.

      10.3  "Business Day" means any day on which the Common Stock may be traded
on the American Stock Exchange or, if not admitted for trading on the American
Stock Exchange, on any day other than a Saturday, Sunday or holiday on which
banks in Fort Lauderdale, Florida are required or permitted to be closed.

      10.4  "Closing Sales Price" means, on any date, the amount per share of
the Common Stock (or, for purposes of determining the Closing Sales Price of the
common stock of an Acquiring Person or its Parent under Section 3, the common
stock of such Acquiring Person or such Parent), equal to (i) the closing sales
price, or if no sale takes place on such date, the closing bid price of the
Common Stock (or, in the case of an Acquiring Person or its Parent, it common
stock) on the American Stock Exchange, or if not then listed or admitted for
trading on the American Stock Exchange then on the national securities exchange
on which the Common Stock (or, in the case of an Acquiring Person or its Parent,
it common stock) is then listed or admitted for trading, or if not then listed
or admitted for trading on a national securities exchange then on any securities
exchange, quotation system or the OTC Bulletin Board on which the Common Stock
(or, in the case of an Acquiring Person or its Parent, it common stock) is then
listed or admitted for trading on such date, in each case as reported by
Bloomberg, L.P. (or by such other Person as the Holder and the Issuer may
agree), or (ii) if such Common Stock or common stock of an Acquiring Person or
its Parent is not then listed or admitted for trading on any securities
exchange, quotation system or the OTC Bulletin Board, the higher of (x) the book
value per share thereof as determined (at Issuer's cost) by any firm of
independent public accountants of recognized standing selected by the Board of
Directors of the Issuer as of the last calendar day of any month ending within
sixty (60) calendar days preceding the date as of which the determination is to
be made or (y) the fair value per share thereof determined in good faith by an
independent, nationally recognized appraisal firm selected by the Issuer and
reasonably acceptable to the Holder (whose fees and expenses shall be borne by
Issuer), subject to adjustment for stock splits, recombinations, stock dividends
and the like.

      10.5  "Common Stock" as defined in the introduction to this Warrant, such
term to include any stock into which such Common Stock shall have been changed
or any stock resulting from any reclassification of such Common Stock, and all
other stock of any class or classes (however designated) of the Issuer the
holders of which have the right, without limitation as to amount, either to all
or to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference to Common Stock shares.

                                       9

<PAGE>

      10.6  "Issuer" as defined in the introduction to this Warrant, means
Sunair Electronics, Inc. and any corporation or entity which shall succeed to or
assume the obligations of Sunair Electronics, Inc.

      10.7  "Other Securities" means any stock (other than Common Stock) and
other securities of the Issuer or any other Person (corporate or otherwise)
which the Holder of the Warrant at any time shall be entitled to receive, or
shall have received, upon the exercise of the Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities.

      10.8  "Parent" as to any Acquiring Person, means any corporation which (a)
controls the Acquiring Person directly or indirectly through one or more
intermediaries, (b) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K (if Parent is required to file such a report) or would be required to
so include the Acquiring Person in such Parent's consolidated financial
statements if they were prepared in accordance with U.S. GAAP and (c) is not
itself included in the consolidated financial statements of any other Person
(other than its consolidated Subsidiaries).

      10.9  "Person" means a corporation, an association, a partnership, a
limited liability company, an organization, a business, an individual, a
government or political subdivision thereof or a governmental agency.

      10.10 "Registered Common Stock" means Common Stock that has been
registered under the Securities Act and is freely tradable.

      10.11 "Restatement" means that Issuer restates or announces its intention
to restate, in any material way, any portion of its financial statements as
included (i) in a Form 10-KSB or Form 10-QSB filed with the SEC in the form of
an amendment thereto, (ii) in a Form 8-K or in any other filing made with the
SEC, or (iii) in a press release or other form of media, except as is required
as a result of a change occurring after the date of this Warrant in (1)
applicable law or (2) generally accepted accounting principles promulgated by
the Financial Accounting Standards Board or the SEC, which change is implemented
by Issuer in the manner and at the time prescribed by such law or such generally
accepted accounting principle.

      10.12 "SEC" means the Securities and Exchange Commission.

      10.13 "Subsidiary" of a Person means (i) a corporation, a majority of
whose stock with voting power, under ordinary circumstances, to elect directors
is at the time of determination, directly or indirectly, owned by such Person or
by one or more Subsidiaries of such Person, or (ii) any other entity (other than
a corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has at least a
majority ownership interest.

      10.14 "Termination Date" has the meaning set forth in the introductory
paragraph of this Warrant.

11.   Remedies. The Issuer stipulates that the remedies at law of the Holder of
this Warrant in the event of any default or threatened default by the Issuer in
the performance of or compliance with any of the terms of this Warrant are not
and will not be adequate and that, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific

                                       10

<PAGE>

performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

12.   No Rights or Liabilities as Shareholder. Nothing contained in this Warrant
shall be construed as conferring upon the Holder hereof any rights as a
shareholder of the Issuer or as imposing any obligation on such Holder to
purchase any securities or as imposing any liabilities on such Holder as a
shareholder of the Issuer, whether such obligation or liabilities are asserted
by the Issuer or by creditors of the Issuer.

13.   Notices. All notices and other communications under this Warrant shall be
in writing and shall be delivered by facsimile or by a nationally recognized
overnight courier, postage prepaid, addressed (a) if to Holder, to the address
set forth for the Holder in the introductory paragraph of this Warrant, and if
to the Issuer, to the address set forth for the Issuer in the introductory
paragraph of this Warrant, or (b) if to any other Holder of any Warrant, at the
registered address of such Holder as set forth in the register kept at the
principal office of the Issuer, provided that the exercise of any Warrant shall
be effective in the manner provided in Section 1.

14.   Amendments. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

15.   Descriptive Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

16.   GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF FLORIDA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17.   Judicial Proceedings; Waiver of Jury. Any judicial proceeding brought
against the Issuer with respect to this Warrant may be brought in any court of
competent jurisdiction in the State of Florida or of the United States of
America for the Southern District of Florida and, by Issuer's execution and
delivery and Holder's acceptance of this Warrant, each of the Issuer and Holder
(a) accepts, generally and unconditionally, the nonexclusive jurisdiction of
such courts and any related appellate court, and irrevocably agrees to be bound
by any judgment rendered thereby in connection with this Warrant, subject to any
rights of appeal, and (b) irrevocably waives any objection the Issuer or Holder
may now or hereafter have as to the venue of any such suit, action or proceeding
brought in such a court or that such court is an inconvenient forum. Each of the
Issuer and Holder hereby waives personal service of process and consents, that
service of process upon it may be made by certified or registered mail, return
receipt requested, at its address specified or determined in accordance with the
provisions of Section 13, and service so made shall be deemed completed on the
first Business Day after such service is deposited with a reputable overnight
courier or, if earlier, when delivered. Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of
any party to bring proceedings against the other party in the courts of any
other jurisdiction. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY, OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR

                                       11

<PAGE>

CONNECTED WITH THIS WARRANT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

18.   Legend. Unless the shares of Common Stock or Other Securities issuable
upon exercise of this Warrant have been registered under the Securities Act,
upon exercise of all or any part of the Warrant and the issuance of any of the
shares of Common Stock or Other Securities, all certificates representing such
securities shall bear on the face thereof substantially the following legend:

            "The securities represented by this certificate have been acquired
            directly or indirectly from the Issuer without being registered
            under the Securities Act of 1933, as amended (the "Securities Act"),
            or any other applicable securities laws, and are restricted
            securities as that term is defined under Rule 144 promulgated under
            the Securities Act. These securities may not be sold, pledged,
            transferred, distributed or otherwise disposed of in any manner
            ("Transfer") unless they are registered under the Securities Act and
            any other applicable securities laws, or unless the request for
            Transfer is accompanied by a favorable opinion of counsel,
            reasonably satisfactory to the Issuer, stating that the Transfer
            will not result in a violation of the Securities Act or any other
            applicable securities laws."

19.   Assignment. Notwithstanding anything to the contrary set forth herein,
this Warrant and all rights hereunder may be assigned by the Holder to any
person or entity; and upon the Holder's providing written notice of such
assignment to the Issuer, the Holder's assignee shall become the registered
assignee and the registered Holder of this Warrant, and the Issuer shall
recognize such assignment and cause such assignment to be reflected in its books
and records.

      This Warrant shall not be valid unless signed by the Issuer.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                                       12

<PAGE>

      IN WITNESS WHEREOF, Sunair Electronics, Inc. has caused this Second
Tranche Warrant to be signed by its duly authorized officer.

Dated: February 8, 2005                    SUNAIR ELECTRONICS, INC.

                                           By: /s/ James E. Laurent
                                               ---------------------------------
                                           Name: James E. Laurent
                                           Title: President

                                       13

<PAGE>

                                                                       EXHIBIT 1

                        [FORM OF WARRANT EXERCISE NOTICE]

                  (To Be Executed Upon Exercise Of the Warrant)

                                     [DATE]

Sunair Electronics, Inc.
3005 SW 3rd Ave.
Fort Lauderdale, FL 33315-3312
Attention: [_____________]

                  Re:   Second Tranche Warrant No. ____

Ladies and Gentlemen:

      The undersigned is the registered Holder of the above-referenced warrant
(the "Warrant") issued by SUNAIR ELECTRONICS, INC. (the "Issuer"), evidenced by
copy of the Second Tranche Warrant attached hereto, and hereby elects to
exercise the Warrant to purchase [___________]1 shares of Common Stock (or Other
Securities, as applicable) (as such capitalized terms are defined in such Second
Tranche Warrant) and (check the appropriate box):

      [___] cash exercise: shall deliver on the Warrant Closing Date via wire
transfer of immediately available funds or by certified or official bank check
$__________ to the order of Sunair Electronics, Inc. as payment for such Common
Stock in accordance with the terms of such Second Tranche Warrant; or

      [___] broker-assisted exercise: following the Issuer's issuance and
delivery to the broker identified below of certificates for the shares of Common
Stock (or Other Securities, as applicable) with respect to which this Warrant is
being exercised and the sale of such shares of Common Stock (or Other
Securities, as applicable), such broker shall deliver within three (3) Business
Days after the Warrant Closing Date via wire transfer of immediately available
funds or by certified or official bank check $__________ to the order of Sunair
Electronics, Inc. as payment for such Common Stock in accordance with the terms
of such Second Tranche Warrant.

-----------------------------
1     Insert here the Issuable Number called for on the face of this Warrant
(or, in the case of a partial exercise, the portion thereof as to which this
Warrant is being exercised), in either case without making any adjustment for
additional shares of Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of this Warrant,
may be delivered upon exercise. In the case of partial exercise, a new Warrant
or Warrants will be issued and delivered, representing the unexercised portion
of the Warrant, to the Holder surrendering the Warrant.

<PAGE>

      In accordance with the terms of the attached Second Tranche Warrant, the
undersigned requests that certificates for such shares be registered in the name
of and delivered to the undersigned at the following address (or in the case of
a broker-assisted exercise, delivered to the following broker at the following
address):

                     ______________________________________
                     ______________________________________
                     ______________________________________

      The undersigned will deliver the original of the Second Tranche Warrant no
later than the third Business Day after and excluding the date of this notice.

      [If the number of shares of Common Stock to be delivered is less than the
total number of shares of Common Stock deliverable under the Warrant, insert the
following -- The undersigned requests that a new warrant certificate
substantially identical to the attached Second Tranche Warrant be issued to the
undersigned evidencing the right to purchase the number of shares of Common
Stock equal to (x) the total number of shares of Common Stock deliverable under
the Warrant less (y) [_____________]2.]

                                           [HOLDER]

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

ACKNOWLEDGED:

SUNAIR ELECTRONICS, INC.

By:__________________________________
Name:________________________________
Title:_______________________________

--------------------
2     Insert here the number of shares identified in the footnote immediately
preceding this one.

                                       2

<PAGE>

                                                                       EXHIBIT 2

                   [FORM OF WARRANT EXERCISE DELIVERY NOTICE]

                                     [Date]

[HOLDER]
__________________________________
__________________________________
__________________________________
Attention: _______________________
Telephone: _______________________
Facsimile: _______________________

Ladies and Gentlemen:

      Reference is made to Second Tranche Warrant No. ______ issued by SUNAIR
ELECTRONICS, INC. (the "Warrant") dated as of [________________], 2004.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Warrant.

      This notice confirms that the Warrant has been exercised by the Holder
with respect to ______________ shares of Common Stock at a Warrant Price (as
defined in the Second Tranche Warrant) of $_____________. Attached are copies of
the front and back of the _________ original stock certificates, each
representing ___________ shares of Common Stock, together with a copy of the
overnight courier air bill which will be used to ship such stock certificates.
Also attached is a reissued warrant certificate, as provided in Section 1.5 of
the Second Tranche Warrant. We will send the original stock certificates by
overnight courier to the following address:

                      [__________________________________]
                      [__________________________________]
                      [__________________________________]

                                           SUNAIR ELECTRONICS, INC.

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________