INVESTMENT MANAGEMENT TRUST AGREEMENT

Ex 10.7

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

                This Agreement is made as of _____________,   2005 by and between

Coconut Palm Acquisition   Corp. (the "Company") and Continental Stock Transfer &

Trust Company ("Trustee").

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

333-_______   ("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"); and

                WHEREAS,    Morgan   Joseph   &   Co.   Inc.   ("Morgan   Joseph")   and

EarlyBirdCapital,   Inc.   ("EBC")   are   acting   as   the   representatives   of   the

underwriters in the IPO; and

                 WHEREAS,   as described   in the   Registration   Statement,   and in

accordance with the Company's   Certificate of Incorporation,   $54,250,000 of the

gross proceeds of the IPO ($62,620,000 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 a branch of Citibank,   N.A. 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 eighty 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;

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                (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 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 to do so;

                (h)      Render to the Company and to Morgan   Joseph and 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

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,   signed on behalf of the   Company   by its   President   or

Chairman of the Board and   Secretary   or Assistant   Secretary,   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.

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

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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 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).

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 o