INVESTMENT MANAGEMENT TRUST AGREEMENT

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

                  This  Agreement  is made as of  _________________,  2006 by 

and between InterAmerican Acquisition Group Inc. (the "Company") and Continental

Stock Transfer & Trust Company ("Trustee").

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

333-125558 ("Registration Statement"), for its initial public offering of

securities ("IPO") has been declared effective as of the date hereof by the

Securities and Exchange Commission ("Effective Date");

                  WHEREAS, the Company has agreed to issue warrants to

InterAmerican Capital Partners II LLC ("ICP"), an entity owned by members of

management of the Company, in a private placement that will occur 45 days

following the date on which the Company's shares of common stock and warrants

commence trading separately (the "Warrant Placement");

                  WHEREAS, Rodman & Renshaw, LLC ("Rodman") is acting as the 

representative of the underwriters in the IPO;

                  WHEREAS, as described in the Registration Statement, and (i)

in accordance with the Company's Certificate of Incorporation, $41,050,000 of

the gross proceeds of the IPO ($47,395,000 if the underwriters over-allotment

option is exercised in full), (ii) in accordance with the Second Amended and

Restated Warrant Purchase Agreement, dated April 18, 2006, among the Company and

ICP, $900,000 from ICP pursuant to the Warrant Placement and (iii) in accordance

with the Underwriting Agreement, dated as of ____________, 2006 between the

Company and Rodman, as representative of the underwriters, an additional

$1,800,000 (or $2,070,000 if the underwriters' over-allotment option is

exercised in full) representing a portion of the underwriters' discount (the

"Contingent Discount") which Rodman, on behalf of the underwriters, has agreed

to deposit in the Trust Account (defined below), 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 of the Company ("Common Stock") included in the units of the Company's

securities, issued in the IPO (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, the Company and Rodman will be

referred to together as the "Beneficiaries") and in the event the securities are

registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised

Statutes (the "CRS"). A copy of Section 11-51-302(6) of the CRS is attached

hereto and made a part hereof; 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, 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 without limitation, the

terms of Section 11-51-302(6) of the CRS, in a segregated trust account ("Trust

Account") established by the Trustee at a branch of JP Morgan Chase NY Bank

selected by the Trustee;

                  (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 any "Government Security." As used

herein, Government Security means any Treasury Bill issued by the United States,

having a maturity of one hundred and 180 days or less or in any open ended

investment company registered under the Investment Company Act of 1940 that

holds itself out as a money market fund meeting the conditions of paragraphs

(c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the Investment

Company Act of 1940;

                  (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 Rodman 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 Rodman to do so;

                  (h) Render to the Company and to Rodman, 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) As of the date of the consummation of a business

combination ("Business Combination"), commence liquidation of the Trust Account

upon receipt of the Officers' Certificate signed by the Chairman or Chief

Executive Officer or Chief Financial Officer and the Chief Operating Officer in

accordance with the terms of a letter ("Termination Letter"), in a form

substantially similar to that attached hereto as Exhibit A or Exhibit B, signed

on behalf of the Company by its Chairman or Chief Executive Officer or Chief

Financial Officer and the Chief Operating Officer, 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.

The Trustee understands and agrees that disbursements from the Trust Account

shall be made only pursuant to a duly executed Termination Letter, together with

the other documents referenced herein, including, without limitation, an

independently certified oath and report of inspector of election in respect of

the stockholder vote in favor of the Business Combination. In all cases, the

Trustee shall provide Rodman with a copy of any Termination Letters, Officers'

Certificates and/or any other correspondence that it receives with respect to

any proposed withdrawal from the Trust Account promptly after it receives same;

and

                  (j) As of the date 18 months from the date of this Agreement

(the "LOI Termination Date") (or 24 months from the date hereof in the event the

Company has executed the Letter of Intent (defined below) prior to the LOI

Termination Date but failed to consummate a Business Combination ("Second

Termination Date")), commence liquidation of the Trust Account. The Trustee,

upon consultation with the Company and Rodman, shall deliver a notice to Public

Stockholders of record as of the LOI Termination Date or Second Termination

Date, whichever the case may be, by U.S. mail or via the Depository Trust

Company ("DTC"), within five days of the LOI Termination Date or Second

Termination Date, to notify the Public Stockholders of such event and take such

other actions as it may deem necessary to inform the Beneficiaries. The Trustee

shall deliver to each Public Stockholder its ratable share of the Property

against satisfactory evidence of delivery of the stock certificates by the

Public Stockholders to the Company through DTC, its Deposit Withdraw Agent

Commission (DWAC) system or as otherwise presented to the Trustee.

Notwithstanding the foregoing, if the Trustee receives a bona fide, executed

letter of intent or engagement letter (the "Letter of Intent") for a Business

Combination prior to the LOI Termination Date accompanied by an Officers'

Certificate as described in paragraph 3(e) hereof, then the Trustee shall forego

or suspend any liquidation of the Trust Account until the earlier of a Business

Combination or the Second Termination Date.

2.       Limited Distributions of Income on Property .

                  (a) Upon receipt by the Trustee of an Officer's Certificate

signed by either of the Chairman or Chief Executive Officer or Chief Financial

Officer and the Chief Operating 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 deliver to the Company for submission to the appropriate taxing

authority a check made payable to the order of such taxing authority in the

amount required to pay such taxes; provided , however , that in no event shall

the aggregate amount of all checks issued to taxing authorities pursuant to this

Section 2(a) exceed the income in respect of which such taxes are due and owing.

                  (b) Upon one or more written requests from the Company, which

may be given not more than once in any calendar month period, the Trustee shall

distribute to the Company interest earned on the Trust Account, net of taxes

payable, up to a maximum of $700,000. The distributions requested by the Company

may be for any amount, provided that (i) in the aggregate, all distributions

under this Section 2(b) may not exceed $700,000 and (ii) that such distributions

may only be made if and to the extent that interest has been earned on the

amount initially deposited into the Trust Account.

                  (c) Except as provided in Sections 2(a) and 2(b) above, no

other distributions from the Trust Account shall be permitted except in

accordance with Sections 1(i) and 1(j) hereof.

3. Agreements and Covenants of the Company. The Company hereby agrees and

covenants to:

                  (a) Provide all instructions to the Trustee hereunder in

writing, signed by the Company's Chairman or Chief Executive Officer or Chief

Financial Officer and the Chief 

Operating Officer. In addition, except with respect to its duties under Sections

1(i) and (j) 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 and/or Rodman shall

promptly confirm such instructions in writing; and

                  (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; and

                  (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 Section 2(b)

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

make any payments to the Trustee under such section); and

                  (d) In the event that the Company consummates a Business

Combination and the Trust Account is liquidated in accordance with Section 1(i)

hereof, the Trustee or another independent party designated by Rodman shall act

as the inspector of election to certify the results of the stockholder vote; and

                  (e) The Officers' Certificate referenced in Sections 1(i) and

(j) hereof shall require the Chairman or Chief Executive Officer or Chief

Financial Officer and the Chief Operating Officer of the Company to each certify

the following (wherever applicable): (1) prior to the LOI Termination Date, the

Company has entered into a bona fide Letter of Intent with a target business;

and/or (2) prior to the LOI Termination Date, the Company has entered into a

definitive acquisition agreement with a target business with respect to a

Business Combination, the terms of which are consistent with the requirements

set forth in the Registration Statement; and/or (3) prior to the Second

Termination Date, the Company has entered into a definitive acquisition

agreement with a target business with respect to a Business Combination, the

terms of which are consistent with the requirements set forth in the

Registration Statement; and (4) resolutions duly adopted by the Board of

Directors approving (where applicable): (i) the Business Combination; 

and/or (ii) Letter of Intent or acquisition agreement. A copy of such

resolutions shall be attached as an exhibit to the Officers' Certificate.

4. 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 Section 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 written 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 Section 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 written instructions hereunder shall not be continuing unless

provided otherwise in such designation, or unless the Company and Rodman 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;

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

Registration Statement or to confirm or assure that any acquis