EXHIBIT 10.10

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


August 25, 2004

Pacific Transfer Company
500 East Warm Springs Drive, Suite 240
Las Vegas, NV 89119
Attention: Shelly Godfrey


      RE:  CEC INDUSTRIES CORP.

Ladies and Gentlemen:

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement"),  dated the date  hereof,  by and between CEC
Industries Corp., a Nevada corporation (the "Company"), and the Buyers set forth
on Schedule I attached thereto (collectively the "Buyer"), pursuant to which the
Company shall sell to the Buyer up to One Million  Dollars  ($1,000,000)  of the
Company's secured convertible debentures, which shall be convertible into shares
of the Company's  common stock,  par value $.001 per share (the "Common Stock").
The shares of Common Stock to be converted thereunder plus interest which may be
converted into Common Stock and any Liquidated  Damages,  which may be converted
into Common Stock thereunder are referred to herein as the "Conversion  Shares."
This letter shall serve as our  irrevocable  authorization  and direction to you
(provided  that you are the transfer agent of the Company at such time) to issue
the Conversion  Shares in shares of the Company's Common Stock, in the event the
Buyer has elected to have the interest of the Convertible Debenture, pursuant to
Section 1.06 of the Convertible  Debenture,  paid in Common Stock (the "Interest
Shares"),  or the Buyer has elected to have Liquidated  Damages (the "Liquidated
Damages Shares"),  pursuant to Section 2(c) of the Investor  Registration Rights
Agreement  dated the date hereof paid in Common Stock. to the Buyer from time to
time upon surrender to you of a properly completed and duly executed  Conversion
Notice,  in the form  attached  hereto as Exhibit I,  delivered on behalf of the
Company by David Gonzalez, Esq.

      Specifically,  upon  receipt by the Company or David  Gonzalez,  Esq. of a
copy of a Conversion  Notice,  David  Gonzalez,  Esq., on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined below) after receipt of such Conversion Notice,  send, via facsimile,  a
Conversion Notice,  which shall constitute an irrevocable  instruction to you to
process  such   Conversion   Notice  in  accordance  with  the  terms  of  these
instructions. Upon your receipt of a copy of the executed Conversion Notice, you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier
for overnight  delivery to the address as specified in the Conversion  Notice, a
certificate, registered in the name of the Buyer or its designee, for the number
of shares of Common  Stock to which the Buyer  shall be entitled as set forth in
the Conversion  Notice or (B) provided you are  participating  in The Depository
Trust Company  ("DTC") Fast  Automated  Securities  Transfer  Program,  upon the
request of the Buyer,  credit such aggregate number of shares of Common Stock to
which the Buyer  shall be  entitled  to the  Buyer's or its  designee's  balance
account with DTC through its Deposit  Withdrawal  At Custodian  ("DWAC")  system
provided the Buyer  causes its bank or broker to initiate the DWAC  transaction.
("Trading  Day"  shall  mean  any day on which  the  Nasdaq  Market  is open for
customary  trading.)  Notwithstanding  anything to the contrary herein,  you are
under no obligation to process such Conversion  Notice unless it is delivered by
Butler Gonzalez, LLP.
<PAGE>

      The  Company  hereby  confirms  to you and  the  Buyer  that  certificates
representing the Conversion Shares,  the Interest Shares,  and/or the Liquidated
Damages Shares shall not bear any legend restricting  transfer of the Conversion
Shares thereby and should not be subject to any  stop-transfer  restrictions and
shall  otherwise be freely  transferable on the books and records of the Company
provided that the Company counsel delivers (i) the Notice of  Effectiveness  set
forth in Exhibit II  attached  hereto and (ii) an opinion of counsel in the form
set forth in Exhibit III attached hereto, and that if the Conversion Shares, the
Interest  Shares,  and/or the  Liquidated  Damages Shares are not registered for
sale under the Securities Act of 1933, as amended, then the certificates for the
Conversion Shares shall bear the following legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR  APPLICABLE  STATE
      SECURITIES  LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
      AN  EFFECTIVE   REGISTRATION   STATEMENT  FOR  THE  SECURITIES  UNDER  THE
      SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS,
      OR AN OPINION OF COUNSEL, IN A FORM REASONABLY  ACCEPTABLE TO THE COMPANY,
      THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SAID ACT OR  APPLICABLE  STATE
      SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

      The Company hereby confirms that in the event that a stop order suspending
the  effectiveness of the  Registration  Statement has been issued by the SEC or
any  proceedings for that purpose are threatened by the SEC you will be notified
by us  immediately  of such order or notice.  In  addition,  the  Company  shall
promptly  inform  Pacific  Stock  transfer of any  voluntary  suspension  of the
effectiveness   of  the   Registration   Statement  and  confirm  the  continued
effectiveness  of the  Registration  Statement  upon  inquiry by  Pacific  Stock
Transfer.

The Company hereby confirms and Pacific  Transfer Company  acknowledges  that in
the event  Counsel  to the  Company  does not issue an  opinion  of  counsel  as
required to issue the  Conversion  Shares free of legend the Company  authorizes
and  Pacific  Transfer  Company  will  accept an opinion of Counsel  from Butler
Gonzalez LLP.

The Company hereby confirms to you and the Buyer that no instructions other than
as  contemplated  herein will be given to you by the Company with respect to the
Conversion  Shares.  The Company hereby agrees that it shall not replace Pacific
Transfer  Company as the  Company's  transfer  agent  without the prior  written
consent of the Buyer.


                                       2
<PAGE>

      Any  attempt by you to resign as  transfer  agent  hereunder  shall not be
effective  until such time as the Company  provides to you written notice that a
suitable  replacement  has agreed to serve as transfer  agent and to be bound by
the terms and conditions of these Irrevocable Transfer Agent Instructions.

      Nothwithstanding  the  aforementioned,  the  Transfer  Agent  is  under no
obligation to continue and/or provide any issuance or transfer agent services as
contemplated  by  this  agreement  if the  Company  is not  current  in all  its
outstanding  payment  obligations  for services  provided by the Transfer  Agent
during the last thirty (30) day period,  provided however, the Buyer may pay for
the costs associated with any issuance of stock  contemplated by the Convertible
Debenture  and this  Agreement,  and the Transfer  Agent shall than  continue to
provide issuance and transfer agent services as stipulated by this Agreement.

The Company and Pacific  Transfer  Company hereby  acknowledge  and confirm that
complying  with the terms of this  Agreement  does not and  shall  not  prohibit
Pacific Transfer Company from satisfying any and all fiduciary  responsibilities
and duties it may owe to the Company.

The Company and Pacific Transfer  Company  acknowledge that the Buyer is relying
on the  representations  and covenants made by the Company and Pacific  Transfer
Company  hereunder  and  are a  material  inducement  to  the  Buyer  purchasing
convertible debentures under the Securities Purchase Agreement.  The Company and
Pacific Transfer Company further  acknowledge that without such  representations
and covenants of the Company and Pacific  Transfer  Company made hereunder,  the
Buyer  would not enter  into the  Securities  Purchase  Agreement  and  purchase
convertible debentures pursuant thereto.

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyer will be irreparably damaged and that damages at law would be an inadequate
remedy if these  Irrevocable  Transfer Agent  Instructions were not specifically
enforced.  Therefore,  in the event of a breach or threatened  breach by a party
hereto, including,  without limitation,  the attempted termination of the agency
relationship  created  by this  instrument,  the  Buyer  shall be  entitled,  in
addition to all other  rights or remedies,  to an  injunction  restraining  such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.


                                    * * * * *


                                       3
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                       COMPANY:

                                       CEC INDUSTRIES CORP.

                                       By:
                                           -------------------------------------
                                       Name:  Jeff Sternberg
                                       Title: Chief Executive Officer


                                       -----------------------------------------
                                       David Gonzalez, Esq.



PACIFIC TRANSFER COMPANY

By:
   ------------------------------------------
Name: Shelley Godfrey
Title:   President


                                       4
<PAGE>



                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                                                        ADDRESS/FACSIMILE
NAME                                    SIGNATURE                                       NUMBER OF BUYER
------------------------------          -----------------------------------             ------------------------------------
<S>                                     <C>                                             <C>
Cornell Capital Partners,  LP           By:      Yorkville Advisors, LLC                101 Hudson Street - Suite 3700
                                        Its:     General Partner                        Jersey City, NJ  07303
                                                                                        Facsimile:        (201) 985-8266

                                        By:
                                           -------------------------------
                                        Name:    Mark A. Angelo
                                        Its:     Portfolio Manager
</TABLE>


                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                            FORM OF CONVERSION NOTICE

      Reference is made to the Securities  Purchase  Agreement (the  "Securities
Purchase Agreement") between CEC Industries Corp., (the "Company"),  and Cornell
Capital Partners, LP, dated August ____ 2004. In accordance with and pursuant to
the Securities  Purchase  Agreement,  the  undersigned  hereby elects to convert
convertible  debentures into shares of common stock,  par value $_____ per share
(the "Common  Stock"),  of the Company for the amount  indicated below as of the
date specified below.

Conversion Date:                                       _________________________

Amount to be converted:                                $________________________

Conversion Price:                                      $________________________

Shares of Common Stock Issuable:                       _________________________

Amount of Debenture unconverted:                       $________________________

Amount of Interest Converted:                          $________________________

Conversion Price of Interest:                          $________________________

Shares of Common Stock Issuable:                       _________________________

Amount of Liquidated Damages:                          $________________________

Conversion Price of Liquidated Damages:                $________________________

Shares of Common Stock Issuable:                       _________________________

Total Number of shares of Common Stock to be issued:   _________________________


                                   EXHIBIT I-1
<PAGE>


Please  issue  the  shares  of  Common  Stock in the  following  name and to the
following address:

Issue to:                                              _________________________

Authorized Signature:                                  _________________________

Name:                                                  _________________________

Title:                                                 _________________________

Phone #:                                               _________________________

Broker DTC Participant Code:                           _________________________

Account Number*:                                       _________________________

     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.


                                       2
<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


_________, 2004

________


Attention:

RE:   CEC INDUSTRIES CORP.

Ladies and Gentlemen:

      We  are  counsel  to CEC  Industries  Corp.,  a  ______  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Securities  Purchase  Agreement,  dated as of August __,  2004 (the  "Securities
Purchase  Agreement"),  entered into by and among the Company and the Buyers set
forth on Schedule I attached  thereto  (collectively  the  "Buyer")  pursuant to
which the  Company  has  agreed to sell to the Buyer up to One  Million  Dollars
($1,000,000) of secured convertible debentures,  which shall be convertible into
shares (the "Conversion Shares") of the Company's common stock, par value $_____
per share (the "Common  Stock"),  in accordance with the terms of the Securities
Purchase Agreement.  Pursuant to the Securities Purchase Agreement,  the Company
also has entered into a Registration  Rights  Agreement,  dated as of August __,
2004, with the Buyer (the "Investor  Registration Rights Agreement") pursuant to
which the Company agreed,  among other things, to register the Conversion Shares
under the  Securities  Act of 1933,  as amended (the "1933 Act").  In connection
with the Company's  obligations under the Securities  Purchase Agreement and the
Registration   Rights  Agreement,   on  _______,   2004,  the  Company  filed  a
Registration  Statement (File No. ___-_________) (the "Registration  Statement")
with the Securities and Exchange  Commission (the "SEC") relating to the sale of
the Conversion Shares.

      In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the  1933  Act at ____  P.M.  on
__________,  2004 and we have no knowledge, after telephonic inquiry of a member
of the SEC's staff,  that any stop order suspending its  effectiveness  has been
issued  or that  any  proceedings  for  that  purpose  are  pending  before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.


                                  EXHIBIT II-1
<PAGE>

      The Buyer has  confirmed  it shall  comply  with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.


                                        Very truly yours,



                                        By:
                                           -------------------------------------


                                  EXHIBIT II-2
<PAGE>

                                   EXHIBIT III

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION


________________ 2004

VIA FACSIMILE AND REGULAR MAIL

________


Attention:

         RE:  CEC INDUSTRIES CORP.

Ladies and Gentlemen:

      We have acted as special counsel to CEC Industries  Corp. (the "Company"),
in connection with the registration of  ___________shares  (the "Shares") of its
common stock with the Securities and Exchange  Commission  (the "SEC").  We have
not acted as your  counsel.  This  opinion is given at the  request and with the
consent of the Company.

      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2004. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "Selling
Stockholders").  This opinion relates solely to the Selling  Shareholders listed
on Exhibit  "A" hereto and  number of Shares  set forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2004.

      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.

                                  EXHIBIT III-1
<PAGE>

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as  amended,  and that  ________  may remove the  restrictive  legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit "A" hereto.

      This opinion is  furnished  to you  specifically  in  connection  with the
issuance of the Shares, and solely for your information and benefit. This letter
may not be relied upon by you in any other connection,  and it may not be relied
upon by any other  person or entity for any purpose  without  our prior  written
consent.  This  opinion may not be  assigned,  quoted or used  without our prior
written  consent.  The  opinions  set forth  herein are  rendered as of the date
hereof and we will not  supplement  this  opinion with respect to changes in the
law or factual matters subsequent to the date hereof.

Very truly yours,







                                  EXHIBIT III-2
<PAGE>

                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)

NAME:                                             NO. OF SHARES:
-----------------------------------------------   ------------------------------












                                   EXHIBIT A-1