0001047469-04-003637 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • February 9th, 2004 • Cea Acquisition Corp • Blank checks • New York

Agreement made as of , 2004 between CEA Acquisition Corporation, a Delaware corporation, with offices at 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").

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CEA ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Warrant Agreement • February 9th, 2004 • Cea Acquisition Corp • Blank checks • New York

The undersigned, CEA Acquisition Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

SELECTED DEALERS AGREEMENT
Selected Dealers Agreement • February 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
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