Common use of Duplicate Original Copies Clause in Contracts

Duplicate Original Copies. This Agreement may be signed in any number of counterparts which taken together shall constitute one and the same instrument. Sincerely yours, By: As Attorney-in-Fact for each of the several Underwriters named in Schedule 1 to the Underwriting Agreement annexed hereto CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE MENTIONED: J.▇. ▇▇▇▇▇▇ & COMPANY, L.L.C. as Representative of the several Underwriters named in Schedule I to the Underwriting Agreement By:________________________________ Name:________________________________ Title:________________________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints K▇▇▇▇ ▇▇▇▇, of J.▇. ▇▇▇▇▇▇ & Company, L.L.C., 5▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, the true and lawful agent and attorney-in-fact of the undersigned, with full power to appoint a substitute or substitutes to act hereunder, with respect to all matters arising in connection with the undersigned’s acting as one of the Underwriters of the proposed offering of the following securities: with full power and authority to execute and deliver for and on behalf of the undersigned all such agreements, contracts, consents and documents in connection herewith as said agent and attorney-in-fact, may deem advisable. The undersigned hereby gives to said agent and attorney-in-fact, full power and authority to act in the premises, including, without limitation, the generality of the foregoing, the power and authority to execute, by manual or facsimile signature, and deliver an Agreement Among Underwriters relating to such offering and to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact, would have if personally acting. The undersigned hereby ratifies and confirms all that said agent and attorney-in-fact, or any substitute or substitutes, may do by virtue hereof. This appointment shall remain in full force and effect until revoked by the undersigned in writing. Duly executed this day of , 2004. (Firm Name) By: Print Name: Title: * Plus an option to acquire an additional 255,000 Shares pursuant to an over-allotment option. STATE OF_________________________ COUNTY OF ________________________ On this day of , 2004, before me, a notary public duly commissioned and sworn, personally appeared , to me know and known to me to the identical person whose name is affixed to the above Power of Attorney, who, being by me duly sworn, did depose and say that he/she is of , the corporation described in and which executed the foregoing Power of Attorney, that he/she has signed the above Power of Attorney by authority of the Board of Directors of said corporation and the free and voluntary act and deed of said corporation for the uses and purposes herein set forth, and that he/she, being informed of the contents of said Power of Attorney, acknowledges that the statements contained there are true and that he/she signed his/her name thereto by like authority.

Duplicate Original Copies. This Agreement may be signed in any number of counterparts which taken together shall constitute one and the same instrument. Sincerely yours, By: ________________________________ As Attorney-in-Fact for each of the several Underwriters named in Schedule 1 to the Underwriting Agreement annexed hereto hereto. CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE MENTIONED: J.▇. ▇▇▇▇▇▇ J.P. TURNER & COMPANY, L.L.C. as Representative of the several Underwriters named Underwr▇▇▇▇▇ ▇▇▇▇▇ in Schedule I to the Underwriting Agreement By:________________________________ Name:: ________________________ Title: _________________________ Title:________________________________ EXHIBIT A Underwriting Agreement EXHIBIT A Selected Dealers Agreement POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints KKeith Koch, and James Cramer of J.P. Turner & Company, L.L.C., 5445 DT▇ ▇▇▇▇▇▇▇, Suite ▇▇▇, ▇▇▇▇▇▇ood ▇▇▇▇▇▇▇, ▇▇ 80111, the true and ▇▇▇▇▇▇ ▇▇▇▇, of J.▇. ▇▇▇▇▇▇ & Company, L.L.C., 5▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, the true and lawful agent and attorney-in-fact of the undersigned, with ▇ith full power to appoint a substitute or substitutes to act hereunder, with respect to all matters arising in connection with the undersigned’s 's acting as one of the Underwriters of the proposed offering of the following securities: 1,550,000 SHARES OF COMMON STOCK* CENTENNIAL SPECIALTY FOODS CORPORATION with full power and authority to execute and deliver for and on behalf of the undersigned all such agreements, contracts, consents and documents in connection herewith as said agent and attorney-in-fact, may deem advisable. The undersigned hereby gives to said agent and attorney-in-fact, full power and authority to act in the premises, including, without limitation, the generality of the foregoing, the power and authority to execute, by manual or facsimile signature, and deliver an Agreement Among Underwriters relating to such offering and to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact, would have if personally acting. The undersigned hereby ratifies and confirms all that said agent and attorney-in-fact, or any substitute or substitutes, may do by virtue hereof. This appointment shall remain in full force and effect until revoked by the undersigned in writing. Duly executed this _______ day of _______, 20042003. (Firm Name) By: ------------------------ Print Name: ---------------- Title: --------------------- * Plus an option to acquire an additional 255,000 232,500 Shares pursuant to an over-allotment option. (CORPORATE ACKNOWLEDGEMENT) STATE OF_________________________ COUNTY OF ________________________ ) ) COUNTY OF _______________________ ) On this ____ day of _________, 20042003, before me, a notary public duly commissioned and sworn, personally appeared ______________________________, to me know and known to me to the identical person whose name is affixed to the above Power of Attorney, who, being by me duly sworn, did depose and say that he/she is ________________________ of _____________________, the corporation described in and which executed the foregoing Power of Attorney, that he/she has signed the above Power of Attorney by authority of the Board of Directors of said corporation and the free and voluntary act and deed of said corporation for the uses and purposes herein set forth, and that he/she, being informed of the contents of said Power of Attorney, acknowledges that the statements contained there are true and that he/she signed his/her name thereto by like authority.

Duplicate Original Copies. This Agreement may be signed in any number of counterparts which taken together shall constitute one and the same instrument. Sincerely Very truly yours, By: -------------------------------------- As Attorney-in-Fact for each of the several Underwriters named in Schedule 1 to the Underwriting Agreement annexed hereto hereto. CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE MENTIONED: J.SCHNEIDER SECURITIES, INC. as Representative of the several Underwrite▇. ▇▇ ▇▇▇▇▇ & COMPANY, L.L.C. as Representative of the several Underwriters named in Schedule I to the Underwriting Agreement By:________________________________ : ------------------------------- Name:________________________________ : ----------------------------- Title:________________________________ : ---------------------------- EXHIBIT A Underwriting Agreement EXHIBIT B Selected Dealer Agreement POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints K▇▇▇▇ ▇▇▇▇Thomas J. O'Rourke of Schneider Securities, of J.▇. ▇▇▇▇▇▇ & CompanyInc., L.L.C., 5▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇1120 Lincoln Street, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, Co▇▇▇▇▇▇ ▇▇111, and each of th▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇, the true and lawful agent and attorney-in-fact of f the undersigned, with full power to appoint a substitute or substitutes to act hereunder, with respect to all matters arising in connection with the undersigned’s 's acting as one of the Underwriters of the proposed offering of the following securities: 1,200,000 SHARES OF COMMON STOCK* DICKIE WALKER MARINE, INC. with full power and authority to execute and deliver for a▇▇ ▇▇▇▇▇▇▇ ▇▇r and on behalf of the undersigned all such agreements, contracts, consents and documents in connection herewith as said agent agents and attorneyattorneys-in-fact, or any of them, may deem advisable. The undersigned hereby gives to said agent agents and attorneyattorneys-in-fact, and to each of them, full power and authority to act in the premises, including, without limitation, limiting the generality of the foregoing, the power and authority to execute, by manual or facsimile signature, and deliver an Agreement Among Underwriters relating to such offering and to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent agents and attorneyattorneys-in-fact, or any of them, would have if personally acting. The undersigned hereby ratifies and confirms all that said agent agents and attorneyattorneys-in-fact, or any of them, or any substitute or substitutes, may do by virtue hereof. This appointment shall remain in full force and effect until revoked by the undersigned in writing. Duly executed this _____ day of May, 20042002. (Firm Name) By: Print Name: Title: By -------------------------------------- Title ----------------------------------- * Plus an option to acquire an additional 255,000 180,000 Shares pursuant to an over-allotment option. (CORPORATE ACKNOWLEDGMENT) STATE OFOF ) --------------- ) ss. COUNTY OF ) -------------- On this _____ day of May, 2002, before me, a notary public duly commissioned and sworn, personally appeared _________________________ COUNTY OF ________________________ On this day of , 2004, before me, a notary public duly commissioned and sworn, personally appeared , to me know known and known to me to be the identical person whose name is affixed to the above Power of Attorney, who, being by me duly sworn, did depose and say that he/she is ___________________________ of ___________________________, the corporation described in and which executed the foregoing Power of Attorney, that he/she has signed the above Power of Attorney by authority of the Board of Directors of said corporation and as the free and voluntary act and deed of said corporation for the uses and purposes herein set forth, and that he/she, being informed of the contents of said Power of Attorney, acknowledges that the statements contained there therein are true and that he/she signed his/her name thereto by like authority.

Duplicate Original Copies. This Agreement may be signed in any number of counterparts which taken together shall constitute one and the same instrument. Sincerely yours, By: As Attorney-in-Fact for each of the several Underwriters named in Schedule 1 to the Underwriting Agreement annexed hereto CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE MENTIONED: J.▇. ▇▇▇▇▇▇ & COMPANY, L.L.C. as Representative of the several Underwriters named in Schedule I to the Underwriting Agreement By:________________________________ Name:________________________________ Title:________________________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints K▇▇▇▇ ▇▇▇▇, of J.▇. ▇▇▇▇▇▇ & Company, L.L.C., 5▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, the true and lawful agent and attorney-in-fact of the undersigned, with full power to appoint a substitute or substitutes to act hereunder, with respect to all matters arising in connection with the undersigned’s acting as one of the Underwriters of the proposed offering of the following securities: with full power and authority to execute and deliver for and on behalf of the undersigned all such agreements, contracts, consents and documents in connection herewith as said agent and attorney-in-fact, may deem advisable. The undersigned hereby gives to said agent and attorney-in-fact, full power and authority to act in the premises, including, without limitation, the generality of the foregoing, the power and authority to execute, by manual or facsimile signature, and deliver an Agreement Among Underwriters relating to such offering and to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact, would have if personally acting. The undersigned hereby ratifies and confirms all that said agent and attorney-in-fact, or any substitute or substitutes, may do by virtue hereof. This appointment shall remain in full force and effect until revoked by the undersigned in writing. Duly executed this day of , 2004. (Firm Name) By: Print Name: Title: * Plus an option to acquire an additional 255,000 240,000 Shares pursuant to an over-allotment option. STATE OF_________________________ COUNTY OF ________________________ On this day of , 2004, before me, a notary public duly commissioned and sworn, personally appeared , to me know and known to me to the identical person whose name is affixed to the above Power of Attorney, who, being by me duly sworn, did depose and say that he/she is of , the corporation described in and which executed the foregoing Power of Attorney, that he/she has signed the above Power of Attorney by authority of the Board of Directors of said corporation and the free and voluntary act and deed of said corporation for the uses and purposes herein set forth, and that he/she, being informed of the contents of said Power of Attorney, acknowledges that the statements contained there are true and that he/she signed his/her name thereto by like authority.