SELECTED DEALER AGREEMENT

                             EARLYBIRDCAPITAL, INC.

                               275 MADISON AVENUE

                                   SUITE 1203

                            NEW YORK, NEW YORK 10016

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                           SELECTED DEALERS AGREEMENT

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Dear Sirs:

         1. Registration under the Securities Act of 1933, as amended ("Act"),

of the 4,000,000 Units* of Jaguar Acquisition Corporation ("Company"), as more

fully described in the Preliminary Prospectus, dated December 23, 2005, and in

the final prospectus ("Prospectus") which will be forwarded to you, will become

effective in the near future. We, as the Underwriters, are offering certain of

the Units for purchase by a selected group of dealers ("Selected Dealers") on

the terms and conditions stated herein.

Authorized Public Offering Price:   $6.00 per Unit.

Dealers'                        Selling Concession: Not to exceed $0.__ per Unit

                                payable upon termination of this Agreement,

                                except as provided below. We reserve the right

                                not to pay such concession on any of the Units

                                purchased by any of the Selected Dealers from us

                                and repurchased by us at or below the price

                                stated above prior to such termination.

Reallowance:                    You may reallow not in excess of $0.__ per Unit

                                as a selling concession to dealers who are

                                members in good standing of the National

                                Association of Securities Dealers, Inc. ("NASD")

                                or to foreign dealers who are not eligible for

                                membership in the NASD and who have agreed (i)

                                not to sell the Units within the United States

                                of America, its territories or possessions or to

                                persons who are citizens thereof or residents

                                therein, and (ii) to abide by the applicable

                                Conduct Rules of the NASD.

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*  Plus the over-allotment option available to the Underwriters to purchase up

   to an additional 600,000 Units.

                                        1

Delivery and Payment:           Delivery of the Units shall be made on or about

                                ________, 2006 or such later date as we may

                                advise on not less than one day's notice to you,

                                at the office of EarlyBirdCapital, Inc., 275

                                Madison Avenue, Suite 1203, New York, New York

                                10016 or at such other place as we shall specify

                                on not less than one day's notice to you.

                                Payment for the Units is to be made, against

                                delivery, at the authorized public offering

                                price stated above, or, if we shall so advise

                                you, at the authorized public offering price

                                less the dealers' selling concession stated

                                above, by wire transfer in Federal (same day)

                                funds or by certified or official bank check in

                           &nbs