0000950144-05-003198 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made and effective as of _____________________________ (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and ________________________ (“Participant”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this 5th day of August, 2004 (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and each person set forth on Schedule 1 hereto (each an “Optionee”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

This Management Services Agreement (the “Agreement”) is entered into this 8th day of February, 2005, by and between Sunair Electronics, Inc., a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”). Notwithstanding anything stated herein to the contrary, this Agreement shall not be of any legal force and effect unless the Company consummates the transactions contemplated by that certain Purchase Agreement, dated November 17, 2004, by and between the Company and Coconut Palm Capital Investors II, Ltd. (“Coconut Palm”), an affiliate of the Manager (the “Purchase Agreement”).

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