INVESTMENT TRUST AGREEMENT

                                                                   EXHIBIT 10.10

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

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

Healthcare Acquisition Corp. II (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, EarlyBirdCapital, Inc. ("EBC") is acting as the representative

of the underwriters in the IPO; and

         WHEREAS, as described in the Company's Registration Statement, and in

accordance with the Company's Certificate of Incorporation, $25,900,000 of the

gross proceeds of the IPO ($30,085,000 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 JPMorgan 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 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;

         (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 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

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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; 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 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 this Agreement, the Trustee shall transfer the

management of the Trust Account to the successor trustee, including but not

limited to the transfer of copies of the reports and statements relating to the

Trust Account, whereupon this Agreement shall terminate; provided, however,

that, in the event that the Company does not locate a successor trustee within

ninety days of receipt of the resignation notice from the Trustee, the Trustee

may submit an application to have the Property deposited with the United States

District Court for the Southern District of New York and upon such deposit, the

Trustee shall be immune from any liability whatsoever;

         (b) At such time that the Trustee has completed the liquidation of the

Trust Account in accordance with the provisions of paragraph 1(i) hereof, and

distributed the Property in accordance with the provisions of the Termination

Letter, this Agreement shall terminate except with respect to Paragraph 2(b); or

         (c) On such date after _____________, 2007 when the Trustee deposits

the Property with the United States District Court for the Southern District of

New York in the event that, prior to such date, the Trustee has not received a

Termin