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                                                                     EXHIBIT 4.1

FIRST TRANCHE WARRANT NO. 001

            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.

                              FIRST 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 Six
Dollars ($6.00) (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 third 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 Second Tranche Warrant Shares, in accordance with that certain Second 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

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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) 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

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      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 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.

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      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 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 Adjustment of Warrant Price Upon Issuance of Additional Shares of
Common Stock. In case at any time or from time to time on or after the Issuance
Date and at or before 5:00 p.m. (Fort Lauderdale, Florida time) on the date that
is one hundred eighty (180) days following the Issuance Date, the Issuer shall
issue or sell any Additional Shares of Common Stock (including any Additional
Shares of Common Stock deemed to be issued pursuant to Section 2.3), without
consideration or for a consideration per share less than the Closing Sales Price
in effect on the date of such issue or sale (or if such issue or sale date is
not a Business Day, then on the Business Day next preceding such issue or sale
date), then, and in each such case, the Warrant Price shall be reduced,
concurrently with such issue or sale, to a price (calculated to the nearest .001
of a cent) determined by multiplying the Warrant Price by a fraction;

            (a) the numerator of which shall be (1) the number of shares of
      Common Stock outstanding immediately prior to such issue or sale plus (2)
      the number of shares of Common Stock which the aggregate consideration
      received or to be received by the Issuer for the total number of such
      Additional Shares of Common Stock so issued or sold would purchase at such
      Closing Sales Price, and

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            (b) the denominator of which shall be the number of shares of Common
      Stock outstanding immediately after such issue or sale,

            provided that, for the purposes of this Section 2.2, (x) immediately
            after any Additional Shares of Common Stock are deemed to have been
            issued pursuant to Section 2.3, such Additional Shares of Common
            Stock shall be deemed to be outstanding, and (y) treasury shares
            shall not be deemed to be outstanding.

      2.3 Treatment of Options and Convertible Securities Under Section 2.2. For
purposes of the adjustments provided for in Section 2.2 hereof, in case the
Issuer at any time or from time to time on or after the Issuance Date shall
issue, sell, grant or assume, or shall fix a record date for the determination
of holders of any class of securities entitled to receive, any Options or
Convertible Securities, then, and in each such case, the maximum number of
Additional Shares of Common Stock (as set forth in the instrument relating
thereto, without regard to any provisions contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the
case of Convertible Securities and Options therefor, the conversion or exchange
of such Convertible Securities, shall be deemed to be Additional Shares of
Common Stock (except to the extent such Additional Shares of Common Stock
constitute Excluded Securities) issued as of the time of such issue, sale, grant
or assumption or, in case such a record date shall have been fixed, as of the
close of business on such record date (or, in the case of Options or Convertible
Securities with terms described in Section 2.3(b), the date of any change,
increase or decrease described in Section 2.3(b)) (or, if the Common Stock
trades on an ex-dividend basis, on the date prior to the commencement of
ex-dividend trading), provided that such Additional Shares of Common Stock shall
not be deemed to have been issued unless the consideration per share (determined
pursuant to Section 2.4) of such shares would be less than the Closing Sales
Price in effect on the date of and immediately prior to such issue, sale, grant
or assumption or immediately prior to the close of business on such record date
(or, if the Common Stock trades on an ex-dividend basis, on the date prior to
the commencement of ex-dividend trading), as the case may be, and provided,
further, that in any such case in which Additional Shares of Common Stock are
deemed to be issued

            (a) no further adjustment of the Warrant Price shall be made upon
      the subsequent issue or sale of Convertible Securities or shares of Common
      Stock upon the exercise of such Options or the conversion or exchange of
      such Convertible Securities;

            (b) if such Options or Convertible Securities by their terms
      provide, with the passage of time or otherwise, for any change in the
      consideration payable to the Issuer, or increase or decrease in the number
      of Additional Shares of Common Stock issuable, upon the exercise,
      conversion or exchange thereof (by change of rate or otherwise), the
      Warrant Price computed upon the original issue, sale, grant or assumption
      thereof (or upon the occurrence of the record date, or date prior to the
      commencement of ex-dividend trading, as the case may be, with respect
      thereto), and any subsequent adjustments based thereon, shall, upon any
      such increase or decrease becoming effective, be recomputed to reflect
      such increase or decrease insofar as it affects such Options, or the
      rights of conversion or exchange under such Convertible Securities, which
      are outstanding at such time;

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            (c) upon the expiration (or purchase by the Issuer and cancellation
      or retirement) of any such Options which shall not have been exercised or
      the expiration of any rights of conversion or exchange under any such
      Convertible Securities which (or purchase by the Issuer and cancellation
      or retirement of any such Convertible Securities the rights of conversion
      or exchange under which) shall not have been exercised, the Warrant Price
      computed upon the original issue, sale, grant or assumption thereof (or
      upon the occurrence of the record date, or date prior to the commencement
      of ex-dividend trading, as the case may be, with respect thereto), and any
      subsequent adjustments based thereon, shall, upon such expiration (or such
      purchase by the Issuer and cancellation or retirement, as the case may
      be), be recomputed as if:

                  (i) in the case of Options for Common Stock or Convertible
            Securities, the only Additional Shares of Common Stock issued or
            sold were the Additional Shares of Common Stock, if any, actually
            issued or sold upon the exercise of such Options or the conversion
            or exchange of such Convertible Securities and the consideration
            received therefor was the consideration actually received by the
            Issuer for the issue, sale, grant or assumption of all such Options,
            whether or not exercised, plus the consideration actually received
            by the Issuer upon such exercise, or for the issue or sale of all
            such Convertible Securities which were actually converted or
            exchanged, plus the additional consideration, if any, actually
            received by the Issuer upon such conversion or exchange, and

                  (ii) in the case of Options for Convertible Securities, only
            the Convertible Securities, if any, actually issued or sold upon the
            exercise of such Options were issued at the time of the issue, sale,
            grant or assumption of such Options, and the consideration received
            by the Issuer for the Additional Shares of Common Stock deemed to
            have then been issued was the consideration actually received by the
            Issuer for the issue, sale, grant or assumption of all such Options,
            whether or not exercised, plus the consideration deemed to have been
            received by the Issuer (pursuant to Section 2.4) upon the issue or
            sale of such Convertible Securities with respect to which such
            Options were actually exercised; and

            (d) no readjustment pursuant to subdivision (b) or (c) above shall
      have the effect of increasing the Warrant Price by an amount in excess of
      the amount of the adjustment thereof originally made in respect of the
      issue, sale, grant or assumption of such Options or Convertible
      Securities.

      2.4   Computation of Consideration. For the purposes of this Section 2:

            (a) the consideration for the issue or sale of any Additional Shares
      of Common Stock shall, irrespective of the accounting treatment of such
      consideration,

                  (i) insofar as it consists of cash, be computed at the amount
            of cash received by the Issuer less any expenses paid or incurred by
            the Issuer or any commissions or compensations paid to underwriters,
            dealers or others performing similar services in connection with
            such issue or sale,

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                  (ii) insofar as it consists of property (including securities)
            other than cash, be computed at the fair value thereof at the time
            of such issue or sale, as determined in good faith by the Board of
            Directors of the Issuer, and

                  (iii) in case Additional Shares of Common Stock are issued or
            sold together with other stock or securities or other assets of the
            Issuer for a consideration which covers both, be the portion of such
            consideration so received, computed as provided in clauses (i) and
            (ii) above, allocable to such Additional Shares of Common Stock, as
            determined in good faith by the Board of Directors of the Issuer.

            (b) Additional Shares of Common Stock deemed to have been issued
      pursuant to Section 2.3, relating to Options and Convertible Securities,
      shall be deemed to have been issued for a consideration per share
      determined by dividing

                  (i) the total amount, if any, received and receivable by the
            Issuer as consideration for the issue, sale, grant or assumption of
            the Options or Convertible Securities in question, plus the minimum
            aggregate amount of additional consideration (as set forth in the
            instruments relating thereto, without regard to any provision
            contained therein for a subsequent adjustment of such consideration
            to protect against dilution) payable to the Issuer upon the exercise
            in full of such Options or the conversion or exchange of such
            Convertible Securities or, in the case of Options for Convertible
            Securities, the exercise of such Options for Convertible Securities
            and the conversion or exchange of such Convertible Securities, in
            each case computing such consideration as provided in the foregoing
            subdivision (a), by

                  (ii) the maximum number of shares of Common Stock (as set
            forth in the instruments relating thereto, without regard to any
            provision contained therein for a subsequent adjustment of such
            number to protect against dilution) issuable upon the exercise of
            such Options or the conversion or exchange of such Convertible
            Securities (including the full conversion or exchange of all Options
            and Convertible Securities underlying such Options and Convertible
            Securities).

      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

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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.

      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

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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.

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

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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 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 consideration received or to be received by the Issuer
for any Additional Shares of Common Stock issued or sold or deemed to have been
issued, (b) the number of shares of Common Stock outstanding or deemed to be
outstanding, and (c) 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

                                       10

<PAGE>

      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 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

                                       11

<PAGE>

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:

      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 "Additional Shares of Common Stock" means all shares (including
treasury shares) of Common Stock issued or sold (or, pursuant to Section 2.3,
deemed to be issued) by the Issuer on or after the Issuance Date, whether or not
subsequently reacquired or retired by the Issuer, other than shares issued upon
the exercise of the Warrants; provided, however, that this term shall not
include Excluded Securities.

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

      10.4 "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.

      10.5 "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

                                       12

<PAGE>

(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.

      10.6 "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.

      10.7 "Convertible Securities" means any evidences of indebtedness, shares
of stock (other than Common Stock) or other securities directly or indirectly
convertible into or exchangeable for Additional Shares of Common Stock.

      10.8 "Excluded Securities" means each of the following:

            (a) Common Stock issued pursuant to a duly authorized resolution of
      the Issuer's Board of Directors approving such issuance, the issuance of
      which has been expressly approved by any director of the Issuer designated
      by Coconut Palm;

            (b) Common Stock issuable upon the exercise of Options issued
      pursuant to a duly authorized resolution of the Issuer's Board of
      Directors or the Compensation Committee of the Issuer's Board of Directors
      approving such issuance, the issuance of which has been expressly approved
      by any director of the Issuer designated by Coconut Palm, or Common Stock
      issuable upon the exercise of Options issued pursuant to the Issuer's
      employee stock option plan approved by the Issuer's Board of Directors or
      the Compensation Committee of the Issuer's Board of Directors;

            (c) Common Stock issuable upon the conversion of Convertible
      Securities outstanding as of the Issuance Date or Convertible Securities
      issued pursuant to a duly authorized resolution of the Issuer's Board of
      Directors approving such issuance, the issuance of which has been
      expressly approved by any director of the Issuer designated by Coconut
      Palm;

                                       13

<PAGE>

            (d) Common Stock issuable in connection with any acquisition of
      another corporation by the Company to the extent such acquisition and
      issuance in connection therewith are authorized pursuant to a duly
      authorized resolution of the Issuer's Board of Directors; and

            (e) Common Stock issued or issuable to the Holder upon exercise of
      this Warrant or on the Issuance Date.

      10.9 "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.

      10.10 "Options" means any rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.

      10.11 "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.

      10.12 "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).

      10.13 "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.

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

      10.15 "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.

      10.16 "SEC" means the Securities and Exchange Commission.

                                       14

<PAGE>

      10.17 "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.

      10.18 "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 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

                                       15

<PAGE>

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 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]

                                       16

<PAGE>

      IN WITNESS WHEREOF, Sunair Electronics, Inc. has caused this First 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

                                       17

<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: First 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 First 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 First
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 First 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 First 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 First 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 First 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 First 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 First Tranche Warrant No. ______ issued by SUNAIR
ELECTRONICS, INC. (the "Warrant ") dated as of ________________. 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 First 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 First Tranche Warrant. We will send the original stock certificates by
overnight courier to the following address:

                    _________________________________________
                    _________________________________________
                    _________________________________________

                                          SUNAIR ELECTRONICS, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________