INVESTMENT MANAGEMENT TRUST AGREEMENT

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

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                  This Agreement is made as of _____________, 2006 by and

between Jaguar Acquisition Corporation (the "Company") and Continental Stock

Transfer & Trust Company ("Trustee").

                  WHEREAS, the Company's registration statement on Form S-1, No.

333-127135 ("Registration Statement"), 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 (Capitalized terms used herein

and not otherwise defined shall have the meanings set forth in the Registration

Statement); and 

                  WHEREAS, EarlyBirdCapital, Inc. ("EBC") is acting as the

representative of the underwriters in the IPO; and

                  WHEREAS, as described in the Registration Statement, and in

accordance with the Company's Certificate of Incorporation, $21,815,002 of the

gross proceeds of the IPO and sale of the Insider Units (as defined in the

Registration Statement) ($25,098,002 if the underwriters over-allotment option

is exercised in full) will be delivered to the Trustee to be deposited and held

in a trust account for the benefit of the Company and the holders of the

Company's common stock, par value $.0001 per share, 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 Statutes. A copy of the

Colorado Statute is attached hereto and made a part hereof (the amount to be

delivered to the Trustee will be referred to herein as the "Property"; the

stockholders for whose benefit the Trustee shall hold the Property will be

referred to as the "Public Stockholders," and the Public Stockholders 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;

                  IT IS AGREED:

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 Statute, in a segregated trust account ("Trust

Account") established by the Trustee at Lehman Brothers Inc.;

                  (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"

within the meaning of Section 2(a)(16) of the Investment Company Act of 1940

having a maturity of 180 days or less;

                  (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 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 its

returns; 

                  (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 to do so;

                  (h) Render to the Company and to EBC, 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; and

                  (i) Commence liquidation of the Trust Account only after and

promptly after receipt of and only in accordance with the terms of a letter

("Termination Letter"), in a form substantially similar to that attached hereto

as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its

President or Chairman of the Board and Secretary or Assistant Secretary and

affirmed by counsel for the Company, and complete the liquidation of the Trust

Account and distribute the Property in the Trust Account only as directed in the

Termination Letter and the other documents referred to therein; provided,

however, that in the event that a Termination Letter has not been received by

the Trustee by the 18-month anniversary of the closing ("Closing") of the IPO

("First Date"), or the 24-month anniversary of the Closing ("Last Date") in the

event that a letter of intent, agreement in principle or definitive agreement

for a Business Combination has been executed on or prior to the First Date but

the Business Combination has not been consummated by the First Date, the Trust

Account shall be liquidated in accordance with the procedures set forth in the

Termination Letter attached as Exhibit B hereto and the Company's Certificate of

Incorporation to the stockholders of record on the record date established by

the Company for such purpose. The Company shall set the record date to be within

ten days of the Last Date, or as soon thereafter as reasonably practicable and

legally permissible.

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 President or Chairman of the Board. In addition, except

with respect to its duties under paragraph 1(i) above, the Trustee shall be

entitled to rely on, and shall be protected in relying on, any verbal or

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;

                  (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 paragraph, 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 Trustee may not agree to settle any

Indemnified Claim without the prior written consent of the Company. The Company

may participate in such action with its own counsel; 

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                  (c) Pay the Trustee an initial acceptance fee of $1,000 and an

annual fee of $3,000 (it being expressly understood that the Property shall not

be used to pay such fee). The Company shall pay the Trustee the initial

acceptance fee and first year's fee at the consummation of the IPO and

thereafter on the anniversary of the Effective Date. The Trustee shall refund to

the Company the fee (on a pro rata basis) with respect to any period after the

liquidation of the Trust Fund. The Company shall not be responsible for any

other fees or charges of the Trustee except as may be provided in paragraph 2(b)

hereof (it being expressly understood that the Property shall not be used to

make any payments to the Trustee under such paragraph);

                  (d) Provide to the Trustee any letter of intent, agreement in

principle or definitive agreement for a Business Combination that is executed on

or prior to the First Date; and

                  (e) In connection with any vote of the Company's stockholders

regarding a Business Combination, provide to the Trustee an affidavit or

certificate of a firm regularly engaged in the business of soliciting proxies

and/or tabulating stockholder votes (which firm may be the Trustee) verifying

the vote of the Company's stockholders regarding such Business Combination.

3. Limitations of Liability. The Trustee shall have no responsibility or

liability to:

                  (a) Take any action with respect to the Property, other than

as directed in paragraph 1 hereof and the Trustee shall have no liability to any

party except for liability arising out of its own gross negligence or willful

misconduct;

                  (b) Institute any proceeding for the collection of any

principal and income arising from, or institute, appear in or defend any

proceeding of any kind with respect to, any of the Property unless and until it

shall have received instructions from the Company given as provided herein to do

so and the Company shall have advanced or guaranteed to it funds sufficient to

pay any expenses incident thereto;

                  (c) Change the investment of any Property, other than in

compliance with paragraph 1(c);

                  (d) Refund any depreciation in principal of any Property;

                  (e) Assume that the authority of any person designated by the

Company to give instructions hereunder shall not be continuing unless provided

otherwise in such designation, or unless the Company shall have delivered a

written revocation of such authority to the Trustee;

                  (f) The other parties hereto or to anyone else for any action

taken or omitted by it, or any action suffered by it to be taken or omitted, in

good faith and in the exercise of its own best judgment, except for its gross

negligence or willful misconduct. The Trustee may rely conclusively and shall be

protected in acting upon any order, notice, demand, certificate, opinion or

advice of counsel (including counsel chosen by the Trustee), statement,

instrument, report or other paper or document (not only as to its due execution

and the validity and effectiveness of its provisions, but also as to the truth

and acceptability of any information therein contained) which is believed by the

Trustee, in good faith, to be genuine and to be signed or presented by the

proper person or persons. The Trustee shall not be bound by any notice or

demand, or any waiver, modification, termination or rescission of this agreement

or any of the terms hereof, unless evidenced by a written instrument delivered

to the Trustee signed by the proper party or parties and, if the duties or

rights of the Trustee are affected, unless it shall give its prior written

consent thereto;

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                  (g) Verify the correctness of the information set forth in the

Registration Statement or to confirm or assure that any acquisition made by the

Company or any other action taken by it is as contemplated by the Registration

Statement; and

                  (h) Pay any taxes on behalf of the Trust Account (it being

expressly understood that the Property shall not be used to pay any such taxes

and that such taxes, if any, shall be paid by the Company from funds not held in

the Trust Account).

4. Termination. This Agreement shall terminate as follows:

                  (a) If the Trustee gives written notice to the Company that it

desires to resign under this Agreement, the Company shall use its reasonable

efforts to locate a successor trustee. At such time that the Company notifies

the Trustee that a successor trustee has been appointed by the Company and has

agreed to become subject to the terms of