SELECTED DEALERS 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 3,000,000 Units* of Terra Nova Acquisition Corporation
("Company"), as more fully described in the Preliminary Prospectus, dated
_______, 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 450,000 Units.

                                       1


Delivery and Payment:               Delivery of the Units shall be made on or
                                    about ________, 2005 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 a certified or
                                    official bank check in New York Clearing
                                    House Funds payable to the order of
                                    EarlyBirdCapital, Inc.

Termination:                        This Agreement shall terminate at the close
                                    of business on the 45th day following the
                                    effective date of the Registration Statement
                                    (of which the enclosed Prospectus forms a
                                    part), unless extended at our discretion for
                                    a period or periods not to exceed in the
                                    aggregate 30 additional days. We may
                                    terminate this Agreement, whether or not
                                    extended, at any time without notice.

                  2. Any of the Units purchased by you hereunder are to be
offered by you to the public at the public offering price, except as herein
otherwise provided and except that a reallowance from such public offering price
not in excess of the amount set forth on the first page of this Agreement may be
allowed as consideration for services rendered in distribution to dealers that
(a) are actually engaged in the investment banking or securities business; (b)
execute the written agreement prescribed by Rule 2740 of the NASD Conduct Rules;
and (c) are either members in good standing of the NASD or foreign banks,
dealers or institutions not eligible for membership in the NASD that represent
to you that they will promptly reoffer such Units at the public offering price
and will abide by the conditions with respect to foreign banks, dealers and
institutions set forth in paragraph 9 below.

                  3. You, by becoming a member of th