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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

Investment Management Trust Agreement

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT You are currently viewing:
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NAVITAS INTERNATIONAL CORP | Continental Stock Transfer & TrustCompany

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Title: FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Governing Law: New York     Date: 5/9/2006
Law Firm: Bingham McCutchen LLP; Kelley Drye & Warren LLP    

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                                                                   EXHIBIT 10.11

                  FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

      This INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Agreement") is made as
of May __, 2006 by and between Navitas International Corporation (the
"Company"), a Delaware corporation, and Continental Stock Transfer & Trust
Company ("Trustee").

      WHEREAS, the Company's Registration Statement on Form S-1, File No.
333-130697, as amended (the "Registration Statement" and the final prospectus
contained therein, the "Prospectus"), for its initial public offering of
securities ("IPO") has been declared effective as of the date hereof ("Effective
Date") by the Securities and Exchange Commission; and

      WHEREAS, FTN Midwest Securities Corp. is acting as the representative (the
"Representative") of the underwriters in the IPO; and

      WHEREAS, as described in the Registration Statement, and in accordance
with the Company's Amended and Restated Certificate of Incorporation and the
Underwriting Agreement, dated May __, 2006 between the Company and the
Representative, $114,000,000 of the net proceeds of the IPO ($131,460,000 if the
underwriters' over-allotment option is exercised in full) including a portion of
the deferred underwriting discounts and commissions in the amount of $4,800,000
(or $5,520,000 if the over-allotment option is exercised in full) (the
"Contingent Discount"), which the Representative, on behalf of the underwriters,
has agreed to deposit into the Trust Account (as defined below), will be
delivered to the Trustee to be deposited and held in a trust account for the
benefit of the Company, the Representative and the public holders (the "Public
Stockholders") of the Company's common stock, par value $.0001 per share (the
"Common Stock"), issued in the IPO as hereinafter provided and in the event the
Units are registered in Colorado, pursuant to Section 11-51-302(6) of the
Colorado Revised Statute. The amount to be delivered to the Trustee will be
referred to herein as the "Property." The Public Stockholders, the
Representative and the Company will be referred to together as the
"Beneficiaries"; and

      WHEREAS, the Company and the Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.

      NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

      1. Agreements and Covenants of Trustee. The Trustee hereby agrees and
covenants to:

            (a) Hold the Property in trust for the Beneficiaries in accordance
      with the terms of this Agreement, including the terms of Section
      11-51-302(6) of the Colorado Revised Statutes, in a segregated trust
      account (the "Trust Account") established by the Trustee at a branch of
      JPMorgan Chase NY Bank selected by the Company and utilizing the services
      of a security broker selected by the Company;

            (b) Manage, supervise and administer the Trust Account subject to
      the terms and conditions set forth herein;

            (c) In a timely manner, upon the instruction of the Company, to
      invest and reinvest the Property in United States "government securities,"
      defined as any Treasury

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      Bill issued by the United States having a maturity of 180 days or less or
      in money market funds meeting certain conditions under Rule 2a-7
      promulgated under the Investment Company Act of 1940, as amended, as
      determined by the Company;

            (d) Collect and receive, when due, all principal and income arising
      from the Property, which shall become part of the "Property," as such term
      is used herein;

            (e) Notify the Company and the Representative of all communications
      received by it with respect to any Property requiring action by the
      Company;

            (f) Supply any necessary information or documents as may be
      requested by the Company in connection with the Company's preparation of
      the tax returns for the Trust Account;

            (g) Participate in any plan or proceeding for protecting or
      enforcing any right or interest arising from the Property if, as and when
      instructed by the Company and/or the Representative to do so;

            (h) Render to the Company and to the Representative, and to such
      other person as the Company may instruct, monthly written statements of
      the activities of and amounts in the Trust Account reflecting all receipts
      and disbursements of the Trust Account;

            (i) Upon written request from the Company substantially in the form
      attached hereto as Exhibit A, the Trustee shall distribute to the Company
      income earned on the Trust Account; provided, however, that the amount
      distributed by the Trustee to the Company pursuant to this Section 1(i)
      may not exceed (x) $1,425,000 in the first twelve months subsequent to the
      Effective Date; (y) $1,140,000 in the second twelve months subsequent to
      the Effective Date and (z) $2,565,000 in the aggregate; provided, further,
      that no amount distributed by the Trustee to the Company pursuant to this
      Section 1(i) may exceed the income actually received or paid on the
      amounts initially deposited in the Trust Account (less any taxes due and
      payable thereon);

            (j) If there is any income tax obligation relating to the income on
      the Property in the Trust Account, then, at the written instruction of the
      Company accompanied by an Officer's Certificate signed by either the
      Chairman of the Board or President and Chief Executive Officer of the
      Company certifying as true, accurate and complete a copy of any tax return
      required to be filed on behalf of the Trust Account in respect of income
      earned on the Property held therein, the Trustee shall disburse funds by
      bank wire transfer out of the Property in the Trust Account to the
      Company's designated bank account in the amount (as specified by the
      Company in its written instructions) required to pay such taxes to the
      appropriate taxing authority; provided, however, that in no event shall
      the aggregate amount of all monies disbursed pursuant to this Section 1(j)
      exceed the income in respect of which such taxes are due and owing; and in
      all such cases the Trustee shall promptly provide the Representative with
      a copy of the Officer's Certificate it receives with respect to any
      proposed withdrawal from the Trust Account, it being understood that,
      except as provided in this Section 1(j), no other distributions from the
      Trust Account shall be permitted except in accordance with Section 1(i)
      above and Section 1(k) below;

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            (k) Commence and effect a partial or complete liquidation of the
      Trust Account only in accordance with the following procedures:

                  (i) The Trustee shall liquidate the Property (other than cash)
            and distribute the proceeds of such liquidation and any cash held in
            the Trust Account immediately after receipt of, and only in
            accordance with the terms of a letter (the "Termination Letter"), in
            a form substantially similar to that attached hereto as either
            Exhibit B or Exhibit C, as the case may be;

                  (ii) Any Termination Letter delivered pursuant to this
            Agreement shall be executed on behalf of the Company by its Chief
            Executive Officer, President, Chairman of the Board or
            Vice-President, Finance;

                  (iii) Notwithstanding the provisions of Section 1(j) hereof,
            the Trust Account shall be immediately liquidated and distributed to
            the Public Stockholders of record on the Record Date or the Extended
            Record Date (each as defined below), as the case may be, in the
            manner described in the Termination Letter attached as Exhibit C, in
            the event that a Termination Letter has not been received by the
            Trustee by either: (A) [ ], 2007 (the "Record Date"), or a more
            practicable date, determined by the Trustee in its sole and absolute
            discretion, which is no more than ten (10) days before or after the
            Record Date or (B) the date that is the six (6) month anniversary of
            the Record Date or such other, more practicable date, as determined
            by the Trustee in accordance with subsection (A) above (such date,
            the "Extended Record Date"), in the event that a letter of intent,
            agreement in principle or definitive agreement has been executed
            prior to the Record Date in connection with a Business Combination
            (as defined in the Prospectus) that has not been consummated by the
            Extended Record Date.

                  (iv) All distributions of Property made to the Public
            Stockholders upon the liquidation of the Trust Account as provided
            for herein shall be made from the Trust Account through the Trustee
            (and not through the Company) as follows: (A) through the Trustee,
            as transfer agent for the Company, to the Public Stockholders who
            hold shares of Common Stock "of record" as of the Record Date or the
            Extended Record Date, as the case may be, or (B) through the
            Depository Trust Company, to the Public Stockholders who hold shares
            of Common Stock in "street name" as of the Record Date or the
            Extended Record Date, as the case may be.

                  (v) In all cases, the Trustee shall provide the Representative
            with a copy of any termination letters, Officer's Certificates
            and/or any other correspondence that it receives with respect to any
            proposed withdrawal from the Trust Account promptly after it
            receives the same.

      2. Agreements and Covenants of the Company. The Company hereby agrees and
covenants to:

            (a) Give all instructions to the Trustee hereunder in writing,
      signed by the Company's Chief Executive Officer, President, Chairman of
      the Board or Vice-President, Finance. The Company shall promptly provide a
      copy of any such instructions to the Representative. In addition, except
      with respect to its duties under Section 1(k) above, the Trustee shall be
      entitled to rely on, and shall be protected in relying on, any verbal or

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      telephonic advice or instruction which it in good faith believes to be
      given by any one of the persons authorized above to give written
      instructions, provided that the Company shall promptly confirm such
      instructions in writing, with a copy of such confirmation sent to the
      Representative;

            (b) Hold the Trustee harmless and indemnify the Trustee from and
      against, any and all expenses, including reasonable counsel fees and
      disbursements, or loss suffered by the Trustee in connection with any
      action, suit or other proceeding brought against the Trustee involving any
      claim, or in connection with any claim or demand which in any way arises
      out of or relates to this Agreement, the services of the Trustee
      hereunder, or the Property or any income earned from investment of the
      Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action,
      suit or proceeding, pursuant to which the Trustee intends to seek
      indemnification under this Section, it shall notify the Company in writing
      of such claim (hereinafter referred to as the "Indemnified Claim"). The
      Trustee shall have the right to conduct and manage the defense against
      such Indemnified Claim, provided, that the Trustee shall obtain the
      consent of the Company with respect to the selection of counsel, which
      consent shall not be unreasonably withheld. The Company may participate in
      such action with its own counsel;

            (c) Pay the Trustee an initial acceptance fee of $1,000, an annual
      fee of $3,000 and a fee of $250 for each disbursement made pursuant to
      Section 1(i) (it being expressly understood that the Property shall not be
      used to pay such fees). The Company shall pay the Trustee the initial
      acceptance fee and first year's fee at the consummation of the IPO and
      thereafter pay the annual fee on the anniversary of th

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