EX 4.5


                                WARRANT AGREEMENT

        Agreement  made  as  of   _____________,   2005  between   Coconut  Palm
Acquisition  Corp.,  a Delaware  corporation,  with offices at 595 South Federal
Highway,  Suite 600, Boca Raton,  Florida,  33432  ("Company"),  and Continental
Stock  Transfer & Trust  Company,  a New York  corporation,  with  offices at 17
Battery Place, New York, New York 10004 ("Warrant Agent").

        WHEREAS, the Company is engaged in a public offering ("Public Offering")
of Units  ("Units")  and, in connection  therewith,  has determined to issue and
deliver  up to  (i)  23,000,000  Warrants  ("Public  Warrants")  to  the  public
investors,  and (ii)  2,000,000  Warrants to Morgan  Joseph & Co. Inc.  ("Morgan
Joseph") and EarlyBirdCapital, Inc. ("EBC", and together with Morgan Joseph, the
"Representatives") or their designees ("Representatives' Warrants" and, together
with the Public Warrants, the "Warrants"),  each of such Warrants evidencing the
right of the holder thereof to purchase one share of the Company's common stock,
par value $.0001 per share ("Common Stock").

        WHEREAS,  the  Company  has  filed  with  the  Securities  and  Exchange
Commission  a   Registration   Statement   on  Form  S-1,   No.   333-__________
("Registration  Statement"),  for the registration,  under the Securities Act of
1933, as amended ("Act") of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants; and

        WHEREAS,  the Company  desires the Warrant Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance,  registration,  transfer,  exchange,  redemption  and  exercise of the
Warrants; and

        WHEREAS,  the Company  desires to provide for the form and provisions of
the Warrants,  the terms upon which they shall be issued and exercised,  and the
respective  rights,  limitation of rights,  and  immunities of the Company,  the
Warrant Agent, and the holders of the Warrants; and

        WHEREAS,  all acts and  things  have been done and  performed  which are
necessary  to make the  Warrants,  when  executed  on behalf of the  Company and
countersigned  by or on behalf of the Warrant  Agent,  as provided  herein,  the
valid,  binding and legal  obligations  of the  Company,  and to  authorize  the
execution and delivery of this Agreement.

        NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements  herein
contained, the parties hereto agree as follows:


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1.      APPOINTMENT  OF WARRANT AGENT.  The Company hereby  appoints the Warrant
Agent to act as agent for the Company for the  Warrants,  and the Warrant  Agent
hereby  accepts such  appointment  and agrees to perform the same in  accordance
with the terms and conditions set forth in this Agreement.

2.      WARRANTS.

        2.1.    FORM OF WARRANT. Each Warrant shall be issued in registered form
only, shall be in substantially the form of Exhibit A hereto,  the provisions of
which are  incorporated  herein  and shall be signed  by, or bear the  facsimile
signature of, the Chairman of the Board or President and Treasurer, Secretary or
Assistant  Secretary of the Company and shall bear a facsimile of the  Company's
seal. In the event the person whose facsimile signature has been placed upon any
Warrant  shall have ceased to serve in the capacity in which such person  signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.

        2.2.    EFFECT OF  COUNTERSIGNATURE.  Unless and until  countersigned by
the Warrant Agent pursuant to this Agreement,  a Warrant shall be invalid and of
no effect and may not be exercised by the holder thereof.

        2.3.    REGISTRATION.

                2.3.1.  WARRANT REGISTER. The Warrant Agent shall maintain books
("Warrant  Register"),  for  the  registration  of  original  issuance  and  the
registration  of transfer  of the  Warrants.  Upon the  initial  issuance of the
Warrants,  the Warrant  Agent shall issue and register the Warrants in the names
of the  respective  holders  thereof  in such  denominations  and  otherwise  in
accordance with instructions delivered to the Warrant Agent by the Company.

                2.3.2.  REGISTERED   HOLDER.   Prior  to  due   presentment  for
registration  of transfer of any Warrant,  the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant  shall be  registered  upon
the  Warrant  Register  ("registered  holder"),  as the  absolute  owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant  Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof,  and
for all other  purposes,  and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

        2.4.    DETACHABILITY OF WARRANTS.  The securities  comprising the Units
will not be separately

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transferable  until 90 days after the date  hereof  unless  the  Representatives
inform the Company of their decision to allow earlier separate  trading,  but in
no event will the  Representatives  allow  separate  trading  of the  securities
comprising  the Units until the Company files a Current Report on Form 8-K which
includes an audited  balance sheet  reflecting the receipt by the Company of the
gross  proceeds of the Public  Offering  including the proceeds  received by the
Company from the exercise of the  Underwriter's  over-allotment  option,  if the
over-allotment option is exercised prior to the filing of the Form 8-K.

        2.5     WARRANTS AND  REPRESENTATIVES'  WARRANTS.  The  Representatives'
Warrants  shall  have  the same  terms  and be in the  same  form as the  Public
Warrants  except with respect to the Warrant Price as set forth below in Section
3.1.

3.      TERMS AND EXERCISE OF WARRANTS

        3.1.    WARRANT PRICE.  Each Warrant shall,  when  countersigned  by the
Warrant Agent, entitle the registered holder thereof,  subject to the provisions
of such  Public  Warrant and of this  Warrant  Agreement,  to purchase  from the
Company the number of shares of Common  Stock  stated  therein,  at the price of
$5.00 per whole share,  subject to the adjustments  provided in Section 4 hereof
and in the last  sentence  of this  Section  3.1.  Each of the  Representatives'
Warrants shall, when countersigned by the Warrant Agent,  entitle the registered
holder thereof, subject to the provisions of such Representatives'  Warrants and
of this Warrant Agreement,  to purchase from the Company the number of shares of
Common Stock stated therein,  at the price of $6.00 per whole share,  subject to
the adjustments  provided in Section 4 hereof.  The term "Warrant Price" as used
in this  Warrant  Agreement  refers to the price per share at which Common Stock
may be  purchased  at the time a Warrant is  exercised.  The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date.

        3.2.    DURATION OF WARRANTS. A Warrant may be exercised only during the
period  ("Exercise  Period")  commencing on the later of (i) the consummation by
the Company of a merger,  capital stock  exchange,  asset  acquisition  or other
similar business combination  ("Business  Combination") (as described more fully
in  the  Company's  Registration  Statement)  and  (ii)  __________,  2006,  and
terminating  at 5:00  p.m.,  New York City time on the  earlier  to occur of (i)
___________,  2009 or (ii) the date  fixed for  redemption  of the  Warrants  as
provided in Section 6 of this Agreement ("Expiration Date"). Except with respect
to the  right to  receive  the  Redemption  Price  (as set  forth in  Section  6
hereunder),  each Warrant not exercised on or before the  Expiration  Date shall
become void, and all rights  thereunder and all rights in respect  thereof under
this Agreement shall cease at the close of business on the Expiration  Date. The
Company in its sole  discretion  may  extend the  duration  of the  Warrants  by
delaying the Expiration Date.

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        3.3.    EXERCISE OF WARRANTS.

                3.3.1.  PAYMENT.  Subject to the  provisions  of the Warrant and
this Warrant Agreement,  a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered  holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed,  and by paying in full, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the  Company (or as  otherwise  agreed to by the  Company),  the
Warrant  Price for each full  share of Common  Stock as to which the  Warrant is
exercised and any and all applicable  taxes due in connection  with the exercise
of the  Warrant,  the  exchange  of the Warrant  for the Common  Stock,  and the
issuance of the Common Stock.

                3.3.2.  ISSUANCE OF CERTIFICATES.  As soon as practicable  after
the  exercise of any Warrant  and the  clearance  of the funds in payment of the
Warrant Price, the Company shall issue to the registered  holder of such Warrant
a certificate or  certificates  for the number of full shares of Common Stock to
which he is  entitled,  registered  in such name or names as may be  directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new
countersigned  Warrant for the number of shares as to which such  Warrant  shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant unless
a  registration  statement  under the Act with  respect to the  Common  Stock is
effective.  Warrants  may not be  exercised  by, or  securities  issued  to, any
registered holder in any state in which such exercise would be unlawful.

                3.3.3.  VALID  ISSUANCE.  All shares of Common Stock issued upon
the proper  exercise of a Warrant in  conformity  with this  Agreement  shall be
validly issued, fully paid and nonassessable.

                3.3.4.  DATE OF  ISSUANCE.  Each  person in whose  name any such
certificate  for  shares of Common  Stock is issued  shall for all  purposes  be
deemed to have  become the holder of record of such  shares on the date on which
the  Warrant  was  surrendered  and  payment  of the  Warrant  Price  was  made,
irrespective  of the date of delivery of such  certificate,  except that, if the
date of such  surrender and payment is a date when the stock  transfer  books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

                3.3.5   INTENTIONALLY OMITTED.

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4.      ADJUSTMENTS.

        4.1.    STOCK  DIVIDENDS  -  SPLIT-UPS.  If after the date  hereof,  and
subject to the provisions of Section 4.6 below, the number of outstanding shares
of Common  Stock is increased  by a stock  dividend  payable in shares of Common
Stock, or by a split-up of shares of Common Stock, or other similar event, then,
on the effective date of such stock  dividend,  split-up or similar  event,  the
number of shares of Common Stock  issuable on exercise of each Warrant  shall be
increased in proportion to such increase in outstanding shares of Common Stock.

        4.2.    AGGREGATION OF SHARES. If after the date hereof,  and subject to
the provisions of Section 4.6, the number of outstanding  shares of Common Stock
is  decreased  by  a   consolidation,   combination,   reverse  stock  split  or
reclassification  of shares of Common Stock or other similar event, then, on the
effective  date  of  such  consolidation,   combination,  reverse  stock  split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

        4.3     ADJUSTMENTS IN EXERCISE PRICE.  Whenever the number of shares of
Common Stock  purchasable  upon the  exercise of the  Warrants is  adjusted,  as
provided in Section 4.1 and 4.2 above,  the Warrant  Price shall be adjusted (to
the nearest cent) by multiplying  such Warrant Price  immediately  prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

        4.4.    REPLACEMENT OF SECURITIES UPON  REORGANIZATION,  ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common  Stock),  or in the case of any merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
that  does  not  result  in  any   reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved,  the Warrant  holders shall  thereafter have the right to purchase
and receive,  upon the basis and upon the terms and conditions  specified in the
Warrants  and in lieu of the shares of Common  Stock of the Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  thereby,

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the  kind and  amount  of  shares  of stock  or  other  securities  or  property
(including cash) receivable upon such reclassification,  reorganization,  merger
or  consolidation,  or upon a  dissolution  following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised
his,  her  or  its  Warrant(s)  immediately  prior  to  such  event;  and if any
reclassification  also results in a change in shares of Common Stock  covered by
Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1,
4.2,  4.3 and this  Section  4.4.  The  provisions  of this  Section  4.4  shall
similarly  apply to successive  reclassifications,  reorganizations,  mergers or
consolidations, sales or other transfers.

        4.5.    NOTICES OF  CHANGES IN  WARRANT.  Upon every  adjustment  of the
Warrant Price or the number of shares  issuable upon exercise of a Warrant,  the
Company shall give written  notice  thereof to the Warrant  Agent,  which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease,  if any,  in the number of shares  purchasable  at such price upon the
exercise  of a  Warrant,  setting  forth in  reasonable  detail  the  method  of
calculation  and the facts  upon  which  such  calculation  is  based.  Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any
such event, the Company shall give written notice to each Warrant holder, at the
last  address set forth for such holder in the warrant  register,  of the record
date or the  effective  date of the event.  Failure to give such notice,  or any
defect therein, shall not affect the legality or validity of such event.

        4.6.    NO FRACTIONAL SHARES. Notwithstanding any provision contained in
this Warrant  Agreement to the contrary,  the Company shall not issue fractional
shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this  Section  4, the  holder  of any  Warrant  would be  entitled,  upon the
exercise of such  Warrant,  to receive a  fractional  interest  in a share,  the
Company  shall,  upon such  exercise,  round up to the nearest  whole number the
number of the shares of Common Stock to be issued to the Warrant holder.

        4.7.    FORM OF WARRANT. The form of Warrant need not be changed because
of any  adjustment  pursuant to this Section 4, and  Warrants  issued after such
adjustment  may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company  may at any time in its sole  discretion  make any change in the form of
Warrant  that the  Company  may deem  appropriate  and that does not  affect the
substance thereof,  and any Warrant thereafter issued or countersigned,  whether
in exchange or substitution for an outstanding  Warrant or otherwise,  may be in
the form as so changed.

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5.      TRANSFER AND EXCHANGE OF WARRANTS.

        5.1.    REGISTRATION  OF TRANSFER.  The Warrant Agent shall register the
transfer,  from  time to time,  of any  outstanding  Warrant  upon  the  Warrant
Register,  upon surrender of such Warrant for transfer,  properly  endorsed with
signatures properly  guaranteed and accompanied by appropriate  instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

        5.2.    PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered
to the Warrant Agent,  together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered  holder of the Warrants so  surrendered,
representing an equal aggregate number of Warrants;  provided,  however, that in
the event that a Warrant  surrendered  for transfer bears a restrictive  legend,
the  Warrant  Agent  shall not cancel  such  Warrant  and issue new  Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company  stating that such transfer may be made and  indicating  whether the
new Warrants must also bear a restrictive legend.

        5.3.    FRACTIONAL WARRANTS.  The Warrant Agent shall not be required to
effect any  registration  of  transfer  or  exchange  which  will  result in the
issuance of a warrant certificate for a fraction of a warrant.

        5.4.    SERVICE  CHARGES.  No  service  charge  shall  be  made  for any
exchange or registration of transfer of Warrants.

        5.5.    WARRANT  EXECUTION  AND  COUNTERSIGNATURE.  The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company,  whenever  required by the Warrant Agent,  will
supply the Warrant  Agent with  Warrants  duly executed on behalf of the Company
for such purpose.

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6.      REDEMPTION.

        6.1.    REDEMPTION.  Subject to Section 6.4 hereof, not less than all of
the outstanding  Warrants may be redeemed,  at the option of the Company, at any
time after they become exercisable and prior to their expiration,  at the office
of the Warrant Agent,  upon the notice  referred to in Section 6.2, at the price
of $.01 per Warrant ("Redemption Price"),  provided that the last sales price of
the  Common  Stock has been at least  $8.50 per  share,  on each of twenty  (20)
trading  days  within any thirty  (30)  trading  day period  ending on the third
business  day prior to the date on which  notice  of  redemption  is given.  The
provisions of this Section 6.1 may not be modified,  amended or deleted  without
the prior written consent of the Representatives.

        6.2.    DATE FIXED FOR,  AND  NOTICE  OF,  REDEMPTION.  In the event the
Company shall elect to redeem all of the Warrants,  the Company shall fix a date
for the  redemption.  Notice of redemption  shall be mailed by first class mail,
postage  prepaid,  by the  Company not less than 30 days prior to the date fixed
for redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be  conclusively  presumed to have been duly
given whether or not the registered holder received such notice.

        6.3.    EXERCISE  AFTER  NOTICE  OF  REDEMPTION.  The  Warrants  may  be
exercised, for cash at any time after notice of redemption shall have been given
by the  Company  pursuant  to Section  6.2 hereof and prior to the time and date
fixed for redemption. On and after the redemption date, the record holder of the
Warrants shall have no further  rights except to receive,  upon surrender of the
Warrants, the Redemption Price.

        6.4     OUTSTANDING  WARRANTS  ONLY.  The Company  understands  that the
redemption  rights  provided  for by this  Section 6 apply  only to  outstanding
Warrants.  To the  extent a person  holds  rights  to  purchase  Warrants,  such
purchase  rights shall not be  extinguished  by redemption.  However,  once such
purchase  rights are exercised,  the Company may redeem the Warrants issued upon
such exercise  provided that the criteria for  redemption is met. The provisions
of this  Section 6.4 may not be modified,  amended or deleted  without the prior
written consent of the Representatives.

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7.      OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

        7.1.    NO  RIGHTS  AS  STOCKHOLDER.  A  Warrant  does not  entitle  the
registered  holder thereof to any of the rights of a stockholder of the Company,
including,  without  limitation,  the  right  to  receive  dividends,  or  other
distributions,  exercise  any  preemptive  rights  to vote or to  consent  or to
receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.

        7.2.    LOST, STOLEN,  MUTILATED,  OR DESTROYED WARRANTS. If any Warrant
is lost, stolen,  mutilated, or destroyed, the Company and the Warrant Agent may
on such  terms as to  indemnity  or  otherwise  as they may in their  discretion
impose (which shall, in the case of a mutilated  Warrant,  include the surrender
thereof),  issue a new  Warrant  of like  denomination,  tenor,  and date as the
Warrant so lost,  stolen,  mutilated,  or destroyed.  Any such new Warrant shall
constitute a substitute  contractual  obligation of the Company,  whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

        7.3.    RESERVATION  OF COMMON  STOCK.  The  Company  shall at all times
reserve and keep  available a number of its  authorized  but unissued  shares of
Common  Stock  that will be  sufficient  to permit the  exercise  in full of all
outstanding Warrants issued pursuant to this Agreement.

        7.4.    REGISTRATION  OF COMMON STOCK.  The Company agrees that prior to
the commencement of the Exercise  Period,  it shall file with the Securities and
Exchange Commission a post-effective amendment to the Registration Statement, or
a new registration  statement,  for the registration,  under the Act, of, and it
shall take such action as is necessary  to qualify for sale,  in those states in
which the  Warrants  were  initially  offered by the  Company,  the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its
best  efforts  to  cause  the  same to  become  effective  and to  maintain  the
effectiveness  of  such  registration  statement  until  the  expiration  of the
Warrants in accordance with the provisions of this Agreement.  The provisions of
this  Section  7.4 may not be  modified,  amended or deleted  without  the prior
written consent of the Representatives.

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8.      CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

        8.1.    PAYMENT OF TAXES.  The Company  will from time to time  promptly
pay all taxes and  charges  that may be imposed  upon the Company or the Warrant
Agent in respect of the  issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.

        8.2.    RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

                8.2.1.  APPOINTMENT  OF  SUCCESSOR  WARRANT  AGENT.  The Warrant
Agent, or any successor to it hereafter appointed,  may resign its duties and be
discharged from all further duties and liabilities  hereunder after giving sixty
(60) days' notice in writing to the Company.  If the office of the Warrant Agent
becomes  vacant by  resignation  or incapacity to act or otherwise,  the Company
shall  appoint  in writing a  successor  Warrant  Agent in place of the  Warrant
Agent. If the Company shall fail to make such appointment  within a period of 30
days after it has been notified in writing of such  resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall,  with such notice,
submit  his  Warrant  for  inspection  by the  Company),  then the holder of any
Warrant may apply to the  Supreme  Court of the State of New York for the County
of New York for the  appointment  of a successor  Warrant Agent at the Company's
cost. Any successor  Warrant Agent,  whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing and having its principal  office in the Borough of
Manhattan,  City and  State of New  York,  and  authorized  under  such  laws to
exercise  corporate  trust powers and subject to  supervision  or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested  with all the  authority,  powers,  rights,  immunities,  duties,  and
obligations of its  predecessor  Warrant Agent with like effect as if originally
named as Warrant Agent  hereunder,  without any further act or deed;  but if for
any reason it becomes  necessary or appropriate,  the predecessor  Warrant Agent
shall  execute  and  deliver,  at the  expense  of the  Company,  an  instrument
transferring  to such  successor  Warrant Agent all the authority,  powers,  and
rights of such  predecessor  Warrant  Agent  hereunder;  and upon request of any
successor  Warrant  Agent the Company  shall  make,  execute,  acknowledge,  and
deliver  any and all  instruments  in  writing  for more  fully and  effectually
vesting in and  confirming to such successor  Warrant Agent all such  authority,
powers, rights, immunities, duties, and obligations.

                8.2.2.  NOTICE  OF  SUCCESSOR  WARRANT  AGENT.  In the  event  a
successor  Warrant  Agent  shall be  appointed,  the  Company  shall give notice
thereof to the  predecessor  Warrant Agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.

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                8.2.3.  MERGER  OR   CONSOLIDATION   OF   WARRANT   AGENT.   Any
corporation  into which the Warrant  Agent may be merged or with which it may be
consolidated or any corporation  resulting from any merger or  consolidation  to
which the Warrant  Agent shall be a party shall be the  successor  Warrant Agent
under this Agreement without any further act.

        8.3.    FEES AND EXPENSES OF WARRANT AGENT.

                8.3.1.  REMUNERATION.  The  Company  agrees  to pay the  Warrant
Agent  reasonable  remuneration for its services as such Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all  expenditures  that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

                8.3.2.  FURTHER  ASSURANCES.  The  Company  agrees  to  perform,
execute,   acknowledge,  and  deliver  or  cause  to  be  performed,   executed,
acknowledged,  and delivered all such further and other acts,  instruments,  and
assurances  as may  reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.

        8.4.    LIABILITY OF WARRANT AGENT.

                8.4.1.  RELIANCE   ON  COMPANY   STATEMENT.   Whenever   in  the
performance of its duties under this Warrant Agreement,  the Warrant Agent shall
deem it necessary or desirable  that any fact or matter be proved or established
by the Company prior to taking or suffering any action  hereunder,  such fact or
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may be  deemed  to be  conclusively  proved  and  established  by a
statement  signed by the  President  or Chairman of the Board of the Company and
delivered to the Warrant  Agent.  The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the  provisions
of this Agreement.

                8.4.2.  INDEMNITY.  The Warrant Agent shall be liable  hereunder
only for its own negligence, willful misconduct or bad faith. The Company agrees
to  indemnify  the  Warrant  Agent  and  save it  harmless  against  any and all
liabilities,  including  judgments,  costs  and  reasonable  counsel  fees,  for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

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<PAGE>


                8.4.3.  EXCLUSIONS.    The   Warrant   Agent   shall   have   no
responsibility with respect to the validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature  thereof);
nor shall it be  responsible  for any breach by the  Company of any  covenant or
condition  contained  in this  Agreement  or in any  Warrant;  nor  shall  it be
responsible to make any  adjustments  required under the provisions of Section 4
hereof or responsible for the manner,  method,  or amount of any such adjustment
or the  ascertaining  of the  existence  of facts  that would  require  any such
adjustment;   nor  shall  it  by  any  act  hereunder  be  deemed  to  make  any
representation  or warranty as to the authorization or reservation of any shares
of Common Stock to be issued  pursuant to this Agreement or any Warrant or as to
whether any shares of Common  Stock will when issued be valid and fully paid and
nonassessable.

        8.5.    ACCEPTANCE  OF AGENCY.  The  Warrant  Agent  hereby  accepts the
agency  established  by this  Agreement  and agrees to perform the same upon the
terms and  conditions  herein set forth and among other  things,  shall  account
promptly to the Company  with  respect to Warrants  exercised  and  concurrently
account for, and pay to the Company,  all moneys  received by the Warrant  Agent
for the purchase of shares of Common Stock through the exercise of Warrants.

9.      MISCELLANEOUS PROVISIONS.

        9.1.    SUCCESSORS.  All the covenants and  provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns.

        9.2.    NOTICES.  Any notice,  statement  or demand  authorized  by this
Warrant  Agreement to be given or made by the Warrant  Agent or by the holder of
any Warrant to or on the Company shall be  sufficiently  given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier
service  within  five  days  after  deposit  of such  notice,  postage  prepaid,
addressed  (until  another  address is filed in writing by the Company  with the
Warrant Agent), as follows:

                      Coconut Palm Acquisition Corp.
                      595 South Federal Highway, Suite 600
                      Boca Raton, Florida 33432
                      Attn:    Chairman

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant  Agent shall
be sufficiently  given when so delivered if by hand or overnight  delivery or if
sent by certified mail or private courier service within five days after deposit
of such notice,  postage  prepaid,  addressed (until another address is filed in
writing by the Warrant Agent


                                       12
<PAGE>


with the Company), as follows:

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn:    Compliance Department

with a copy in each case to:


                           Olshan Grundman Frome Rosenzweig & Wolosky LLP
                           Park Avenue Tower
                           65 East 55th Street
                           New York, New York 10022
                           Attn:  Robert Frome, Esq.

and

                           Graubard Miller
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Attn:    David Alan Miller, Esq.

and

                           Morgan Joseph & Co. Inc.
                           600 Fifth Avenue, 19th Floor
                           New York, New York 10020
                           Attn:    Mike Powell

and
                           EarlyBirdCapital, Inc.
                           275 Madison Avenue, Suite 1203
                           New York, New York 10016
                           Attn:    Steven Levine


        9.3.    APPLICABLE LAW. The validity, interpretation, and performance of
this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York,  without  giving effect to conflicts of law principles
that  would  result  in the  application  of the  substantive  laws  of  another
jurisdiction.  The Company  hereby  agrees that any action,  proceeding or claim
against it arising  out of or  relating  in any way to this  Agreement  shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction,  which  jurisdiction  shall be exclusive.  The Company hereby
waives  any  objection  to such

                                       13
<PAGE>


exclusive  jurisdiction and that such courts  represent an inconvenience  forum.
Any such  process  or  summons to be served  upon the  Company  may be served by
transmitting  a copy thereof by registered  or certified  mail,  return  receipt
requested,  postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.

        9.4.    PERSONS  HAVING  RIGHTS  UNDER THIS  AGREEMENT.  Nothing in this
Agreement  expressed and nothing that may be implied from any of the  provisions
hereof is  intended,  or shall be  construed,  to confer  upon,  or give to, any
person or corporation  other than the parties hereto and the registered  holders
of the Warrants  and, for the purposes of Sections 6.1, 6.4, 7.4 and 9.2 hereof,
the  Representatives,  any right,  remedy,  or claim  under or by reason of this
Warrant  Agreement  or of any  covenant,  condition,  stipulation,  promise,  or
agreement  hereof.  The  Representatives  shall  be  deemed  to  be  third-party
beneficiaries  of this  Agreement with respect to Sections 6.1, 6.4, 7.4 and 9.2
hereof.  All  covenants,  conditions,  stipulations,  promises,  and  agreements
contained in this Warrant  Agreement shall be for the sole and exclusive benefit
of the parties hereto (and the Representatives with respect to the Sections 6.1,
6.4, 7.4 and 9.2 hereof) and their  successors and assigns and of the registered
holders of the Warrants.

        9.5.    EXAMINATION OF THE WARRANT  AGREEMENT.  A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of  Manhattan,  City and State of New York,  for  inspection  by the
registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

        9.6.    COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

        9.7.    EFFECT  OF  HEADINGS.   The  Section  headings  herein  are  for
convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.

                                       14
<PAGE>


        IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


Attest:                         COCONUT PALM ACQUISITION CORP.


                                By:
------------------                   -------------------------------------------
                                     Name:  Robert C. Rochon
                                     Title: Chairman and Chief Executive Officer


Attest:                         CONTINENTAL STOCK TRANSFER
                                  & TRUST COMPANY


                               By:
------------------                   -------------------------------------------
                                     Name:   Steven Nelson
                                     Title:  Chairman


                                       15