UNDERWRITING AGREEMENT

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                                                                     Exhibit 1.1


                                                                   VENABLE DRAFT
                                                                  APRIL 14, 2006





                             UNDERWRITING AGREEMENT

                                     BETWEEN

                         HARBOR ACQUISITION CORPORATION

                                       AND

                        FERRIS, BAKER WATTS, INCORPORATED
                          LADENBURG THALMANN & CO. INC.
                           BREAN MURRAY, CARRET & CO.


                                     DATED:


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                                                                   VENABLE DRAFT
                                                                   APRIL 14, 2006


                         HARBOR ACQUISITION CORPORATION

                             UNDERWRITING AGREEMENT



                                                             Baltimore, Maryland

Ferris, Baker Watts, Incorporated
Ladenburg, Thalmann & Co. Inc.
Brean Murray, Carret & Co.
c/o Ferris, Baker Watts, Incorporated
100 Light Street
Baltimore, Maryland   21202

Ladies and Gentlemen:

       The undersigned, Harbor Acquisition Corporation, a Delaware corporation
("COMPANY"), hereby confirms its agreement with Ferris, Baker Watts,
Incorporated (hereinafter referred to as "YOU," "FBW," or the "REPRESENTATIVE")
and with the other underwriters named on SCHEDULE I hereto for which FBW is
acting as Representative (the Representative and the other underwriters being
hereby collectively referred to as the "UNDERWRITERS," or individually as an
"UNDERWRITER") as follows:

1. PURCHASE AND SALE OF SECURITIES.

       1.1 FIRM SECURITIES.

            1.1.1 PURCHASE OF FIRM UNITS. On the basis of the representations
and warranties herein contained, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell, severally and not jointly, to
the several Underwriters, an aggregate of Ten Million (10,000,000) units ("FIRM
UNITS") of the Company at a purchase price (net of discounts and commissions,
but before the non-accountable expense allowance of $0.135 per unit as described
in Section 3.25) of Five dollars and Seventy Cents ($5.70) per Firm Unit. The
Underwriters, severally and not jointly, agree to purchase from the Company the
number of Firm Units set forth opposite their respective names on SCHEDULE I
attached hereto and made a part hereof at a purchase price (net of discounts and
commissions, but before the non-accountable expense allowance of $0.135 per unit
as described in Section 3.25) of Five dollars and Seventy Cents ($5.70) per Firm
Unit. The Firm Units are to be offered initially to the public (the "OFFERING")
at the offering price set forth on the cover page of the Prospectus (as defined
in Section 2.1.1 hereof). Each Firm Unit consists of one share of the Company's
common stock, par value $0.0001 per share (the "COMMON STOCK"), and two warrants
("WARRANT(S)"). The shares of Common Stock and the Warrants included in the Firm
Units will not be separately transferable until 90 days after the effective date
(the "EFFECTIVE DATE") of the Registration Statement (as defined in Section
2.1.1 hereof) unless FBW informs the Company of its decision to allow earlier
separate trading, but in no event will FBW allow separate trading until the
preparation of an audited balance sheet of the Company reflecting receipt by the
Company of the proceeds of the Offering and a filing of a Form 8-K by the
Company that includes such audited balance sheet. Each Warrant entitles its
holder to exercise it to purchase one share of Common Stock for Five Dollars
($5.00) during the period commencing on the later of the consummation by the
Company of its "Business Combination" or one year from the Effective Date of the
Registration Statement and terminating on the four-year anniversary of the
Effective Date unless earlier redeemed as

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provided in the Warrant Agreement (as defined in Section 2.21 hereof). "BUSINESS
COMBINATION" means an acquisition of an operating business through a merger,
capital stock exchange, asset acquisition or other similar business combination
(as described more fully in the Registration Statement).

            1.1.2 PAYMENT AND DELIVERY. Delivery and payment for the Firm Units
shall be made at 10:00 A.M., Baltimore, Maryland time, on the third business day
following the Effective Date of the Registration Statement (or the fourth
business day following the Effective Date, if the Registration Statement is
declared effective after 4:30 p.m.) or at such earlier time as shall be agreed
upon by the Representative and the Company at the offices of the Representative
or at such other place as shall be agreed upon by the Representative and the
Company. The hour and date of delivery and payment for the Firm Units is called
the "CLOSING DATE." Payment for the Firm Units in the total amount of Fifty
Seven Million Dollars ($57,000,000) (representing gross proceeds of the Offering
before payment of Offering expenses of $650,000 and the non-accountable expense
allowance of $1,350,000 referred to in Section 3.25 hereof) shall be made on the
Closing Date at the Representative's election by wire transfer in Federal (same
day) funds or by certified or bank cashier's check(s) in New York Clearing House
funds as follows: Fifty-six Million Three Hundred and Fifty Thousands Dollars
($56,350,000) (representing net proceeds of the Offering after payment of
Offering expenses of $650,000, but including $1,350,000 non-accountable expense
allowance and without giving effect to the over-allotment option) of the
proceeds received by the Company for the Firm Units shall be deposited in the
trust fund established by the Company for the benefit of the public stockholders
as described in the Registration Statement ("TRUST FUND") pursuant to the terms
of an Investment Management Trust Agreement (the "TRUST AGREEMENT") and the
remaining Six Hundred and Fifty Thousands Dollars ($650,000) (representing the
offering expenses) shall be paid to the order of the Company upon delivery to
you of certificates (in form and substance satisfactory to the Underwriters)
representing the Firm Units (or through the facilities of the Depository Trust
Company (the "DTC")) for the account of the Underwriters. The Firm Units shall
be registered in such name or names and in such authorized denominations as the
Representative may request in writing at least two full business days prior to
the Closing Date. The Company will permit the Representative to examine and
package the Firm Units for delivery, at least one full business day prior to the
Closing Date. The Company shall not be obligated to sell or deliver the Firm
Units except upon tender of payment by the Representative for all the Firm
Units.

       1.2 OVER-ALLOTMENT OPTION.

            1.2.1 OPTION UNITS. For the purposes of covering any over-allotments
in connection with the distribution and sale of the Firm Units, the Underwriters
are hereby granted, severally and not jointly, an option to purchase up to an
additional one million five hundred thousand (1,500,000) units from the Company
(the "OVER-ALLOTMENT OPTION"). Such additional One Million and Five Hundred
Thousand (1,500,000) units are hereinafter referred to as "OPTION UNITS." The
Firm Units and the Option Units are hereinafter collectively referred to as the
"UNITS," and the Units, the shares of Common Stock and the Warrants included in
the Units and the shares of Common Stock issuable upon exercise of the Warrants
are hereinafter referred to collectively as the "PUBLIC SECURITIES" or
"SECURITIES." The purchase price to be paid for the Option Units will be the
same price per Option Unit as the price per Firm Unit set forth in Section 1.1.1
hereof.

            1.2.2 EXERCISE OF OPTION. The Over-allotment Option granted pursuant
to Section 1.2.1 hereof may be exercised by the Representative as to all (at any
time) or any part (from time to time) of the Option Units within 45 days after
the Effective Date. The Underwriters will not be under any obligation to
purchase any Option Units prior to the exercise of the Over-allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral
notice to the Company from the Representative, which must be confirmed in
writing by overnight mail or facsimile transmission setting forth the number of
Option Units to be purchased and the date and time for delivery of and payment
for the Option Units, which will not be later than five full business days after
the date of the notice or such other time as shall be agreed upon by the Company
and the Representative, at the offices of the Representative or at such other
place as shall be agreed upon by the Company and the Representative. If such
delivery and payment for the Option Units does not occur on the Closing Date,
the date and time of


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the closing for such Option Units will be as set forth in the notice
(hereinafter the "OPTION CLOSING DATE"). Upon exercise of the Over-allotment
Option, the Company will become obligated to convey to the Underwriters, and,
subject to the terms and conditions set forth herein, the Underwriters will
become obligated to purchase, the number of Option Units specified in such
notice.

            1.2.3 PAYMENT AND DELIVERY. Payment for the Option Units will be
made on the Option Closing Date at the Representative's election by wire
transfer in Federal (same day) funds or by certified or bank cashier's check(s)
in New York Clearing House funds, payable as follows: Five dollars and Seventy
Cents ($5.70) per Option Unit shall be deposited in the Trust Fund pursuant to
the Trust Agreement at the offices of the Representative or at such other place
as shall be agreed upon by the Representative and the Company, upon delivery to
you of certificates representing such securities (or through the facilities of
DTC) for the account of the Underwriters. The certificates representing the
Option Units to be delivered will be in such denominations and registered in
such names as the Representative requests not less than two full business days
prior to the Closing Date or the Option Closing Date, as the case may be, and
will be made available to the Representative for inspection, checking and
packaging at the aforesaid office of the Company's transfer agent or
correspondent not less than one full business day prior to such Closing Date or
Option Closing Date, as the case may be.

       1.3 REPRESENTATIVE'S PURCHASE OPTION.

            1.3.1 PURCHASE OPTION. The Company hereby agrees to issue and sell
to the Representative (and/or their designees) on the Effective Date an option
("REPRESENTATIVE'S PURCHASE OPTION") for the purchase of an aggregate of 500,000
units (the "REPRESENTATIVE'S UNITS") for an aggregate purchase price of $100.00.
Each of the Representative's Units is identical to the Firm Units, except that
the Warrants included in the Representative's Units ("REPRESENTATIVE'S
WARRANTS") have an exercise price of $6.25, which is equal to one hundred and
twenty-five (125%) percent of the exercise price of warrants sold to the public.
The Representative's Purchase Option shall be exercisable, in whole or in part,
commencing on the later of the consummation of a Business Combination or one
year from the Effective Date and expiring on the fifth-year anniversary of the
Effective Date at an initial exercise price per Representative's Unit of $7.50,
which is equal to one hundred and twenty five (125%) percent of the initial
public offering price of a Unit. The Representative's Purchase Option, the
Representative's Units, the Representative's Warrants and the shares of Common
Stock issuable upon exercise of the Representative's Warrants are hereinafter
referred to collectively as the "REPRESENTATIVE'S SECURITIES." The Public
Securities and the Representative's Securities are hereinafter referred to
collectively as the "SECURITIES." Except pursuant to one or more of the
exceptions set forth in Rule 2710(g)(2) of the Conduct Rules of the National
Association of Securities Dealers, the Representative's Purchase Option shall
not be sold, transferred, assigned, pledged or hypothecated, or be the subject
of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of the Representative's Purchase
Option by the holder(s) thereof, for a period of one hundred eighty (180) days
immediately following the date the Registration Statement (as hereinafter
defined) is declared effective by the Commission (as hereinafter defined).

            1.3.2 DELIVERY AND PAYMENT. Delivery and payment for the
Representative's Purchase Option shall be made on the Closing Date. The Company
shall deliver to the Underwriters, upon payment therefor, certificates for the
Representative's Purchase Option in the name or names and in such authorized
denominations as the Representative may request.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to the Underwriters as follows:

       2.1 FILING OF REGISTRATION STATEMENT.

            2.1.1 PURSUANT TO THE ACT. The Company has filed with the Securities
and Exchange Commission ("COMMISSION") a registration statement and an amendment
or amendments thereto, on Form S-1 (File No. 333-126300), including any related
preliminary prospectus (the "PRELIMINARY


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PROSPECTUS"), for the registration of the Public Securities under the Securities
Act of 1933, as amended ("ACT"), which registration statement and amendment or
amendments have been prepared by the Company in conformity with the requirements
of the Act, and the rules and regulations ("REGULATIONS") of the Commission
under the Act. Except as the context may otherwise require, such registration
statement, as amended, on file with the Commission at the time the registration
statement becomes effective (including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or
incorporated therein and all information deemed to be a part thereof as of such
time pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter
called the "REGISTRATION STATEMENT," and the form of the final prospectus dated
the Effective Date included in the Registration Statement (or, if applicable,
the form of final prospectus filed with the Commission pursuant to Rule 424 of
the Regulations), is hereinafter called the "PROSPECTUS." "STATUTORY PROSPECTUS"
as of any time means the Preliminary Prospectus included in the Registration
Statement immediately prior to the Time of Sale. "TIME OF SALE" means __ [a/p]m
Eastern time on the date of this Agreement. The Registration Statement has been
declared effective by the Commission on the date hereof. The Company has
complied with all requests of the Commission for additional or supplemental
information. The Company has not distributed and will not distribute any
prospectus or other offering material in connection with the offering and sale
of the Securities other than any Preliminary Prospectus, Statutory Prospectus or
Prospectus.

       The Company has delivered to the Representative a complete manually
signed copy of the Registration Statement and of each consent and certificate of
experts filed as a part thereof and has delivered to the Representative
conformed copies of the Registration Statement (without exhibits) and
Preliminary Prospectuses and the Prospectus, as amended or supplemented, in such
quantities and at such places as the Representative has reasonably requested.
Each Preliminary Prospectus used by the Underwriters pursuant to Rule 430A and
the Prospectus, when filed, complied in all material respects with the
Securities Act and, as filed by electronic transmission pursuant to EDGAR
(except as may be permitted by Regulation S-T under the Securities Act), was
identical to the copy thereof delivered to the Underwriters for use in
connection with the offer and sale of the Public Securities.

            2.1.2 PURSUANT TO THE EXCHANGE ACT. The Company has filed with the
Commission a Form 8-A (File Number 000-_____) providing for the registration
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
the Securities. The registration of the Securities under the Exchange Act has
been declared effective by the Commission on the date hereof.

            2.1.3. AMERICAN STOCK EXCHANGE LISTING. The Units, the Warrants and
the Common Stock have been duly listed and admitted and authorized for trading,
subject on to official notice of issuance, on the American Stock Exchange, and
the Company knows of no reason or set of facts which is likely to adversely
affect such approval.

       2.2 NO STOP ORDERS, ETC. Neither the Commission nor, to the best of the
Company's knowledge, any state regulatory authority has issued any order
preventing or suspending the use of any Preliminary Prospectus or has instituted
or, to the best of the Company's knowledge, threatened to institute any
proceedings with respect to such an order.


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       2.3 DISCLOSURES IN REGISTRATION STATEMENT STATUTORY PROSPECTUS AND
PRELIMINARY PROSPECTUS.

            2.3.1 10B-5 REPRESENTATION. At the time the Registration Statement
becomes effective and at all times subsequent thereto up to the Closing Date and
the Option Closing Date, if any, the Registration Statement and the Prospectus
will contain all material statements that are required to be stated therein in
accordance with the Act and the Regulations, and will in all material respects
conform to the requirements of the Act and the Regulations; neither the
Registration Statement nor the Prospectus, nor any amendment or supplement
thereto, on such dates, will contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. When any Preliminary Prospectus was first filed with the
Commission (whether filed as part of the Registration Statement for the
registration of the Securities or any amendment thereto or pursuant to Rule
424(a) of the Regulations) and when any amendment thereof or supplement thereto
was first filed with the Commission, such Preliminary Prospectus and any
amendments thereof and supplements thereto complied or will comply in all
material respects with the applicable provisions of the Act and the Regulations
and did not and will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading. Statutory Prospectus does not include and did not
include as of the Time of Sale any untrue statement of a material fact and does
not omit and did not omit as of the Time of Sale to state any material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The representation and warranty made
in this Section 2.3.1 does not apply to statements made or statements omitted in
reliance upon and in conformity with written information furnished to the
Company with respect to the Underwriters by the Representative expressly for use
in the Registration Statement, the Statutory Prospectus, or Prospectus or any
amendment thereof or supplement thereto.

            2.3.2 DISCLOSURE OF AGREEMENTS. The agreements and documents
described in the Registration Statement, the Statutory Prospectus and the
Prospectus conform to the descriptions thereof contained therein and there are
no agreements or other documents required to be described in the Registration
Statement, the Statutory Prospectus or the Prospectus or to be filed with the
Commission as exhibits to the Registration Statement, that have not been so
described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business
is or may be bound or affected and (i) that is referred to in the Statutory
Prospectus or Prospectus, or (ii) is material to the Company's business, has
been duly and validly executed by the Company, is in full force and effect and
is enforceable against the Company and, to the Company's knowledge, the other
parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, (y) as enforceability of any
indemnification or contribution provision may be limited under the federal and
state securities laws, and (z) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought, and none of such agreements or instruments has been assigned by
the Company, and neither the Company nor, to the best of the Company's
knowledge, any other party is in breach or default thereunder and, to the best
of the Company's knowledge, no event has occurred that, with the lapse of time
or the giving of notice, or both, would constitute a breach or default
thereunder. To the best of the Company's knowledge, performance by the Company
of the material provisions of such agreements or instruments will not result in
a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its assets or businesses, including,
without limitation, those relating to environmental laws and regulations.

            2.3.3 PRIOR SECURITIES TRANSACTIONS. No securities of the Company
have been sold by the Company or by or on behalf of, or for the benefit of, any
person or persons controlling, controlled by, or under common control with the
Company within the three years prior to the date hereof, except as disclosed in
the Registration Statement.


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            2.3.4 REGULATIONS. The disclosures in the Registration Statement,
the Statutory Prospectus and Prospectus concerning the effects of federal, state
and local regulation on this Offering and the Company's business as currently
contemplated are correct in all material respects and do not omit to state a
material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

       2.4 CHANGES AFTER DATES IN REGISTRATION STATEMENT.

            2.4.1 NO MATERIAL ADVERSE CHANGE. Since the respective dates as of
which information is given in the Registration Statement , the Statutory
Prospectus and the Prospectus, except as otherwise specifically stated therein:
(i) there has been no material adverse change in the condition, financial or
otherwise, or business prospects of the Company; (ii) there have been no
material transactions or agreements entered into by the Company other than as
contemplated pursuant to this Agreement; and (iii) no member of the Company's
management has resigned from any position with the Company.

            2.4.2 RECENT SECURITIES TRANSACTIONS, ETC. Subsequent to the
respective dates as of which information is given in the Registration Statement,
the Statutory Prospectus and the Prospectus, except as otherwise specifically
stated therein or in this Agreement, the Company has not: (i) issued any
securities or incurred any liability or obligation, direct or contingent, for
borrowed money; or (ii) declared or paid any dividend or made any other
distribution on or in respect to its capital stock.

       2.5 INDEPENDENT ACCOUNTANTS. To the knowledge of the Company, Goldstein,
Golub Kessler LLP ("GGK"), whose report is filed with the Commission as part of
the Registration Statement, are independent accountants as required by the Act
and the Regulations. GGK has not, during the periods covered by the financial
statements included in the Prospectus, provided to the Company any non-audit
services, as such term is used in Section 10A(g) of the Exchange Act.

       2.6 FINANCIAL STATEMENTS. The financial statements, including the notes
thereto and supporting schedules, included in the Registration Statement, the
Statutory Prospectus and Prospectus fairly present the financial position,
results of operations and cash flows of the Company at the dates and for the
periods to which they apply; such financial statements comply with the
applicable accounting requirements of the Act and the Regulations; such
financial statements have been prepared in conformity with generally accepted
accounting principles, consistently applied throughout the periods involved; and
the supporting schedules included in the Registration Statement present fairly
the information required to be stated therein. The Registration Statement
discloses all material off-balance sheet transactions, arrangements, obligations
(including contingent obligations), and other relationships of the Company with
unconsolidated entities or other persons, if any, that may have a material
current or future effect on the Company's financial condition, changes in
financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses.

       2.7 AUTHORIZED CAPITAL; OPTIONS, ETC. The Company had at the date or
dates indicated in the Registration Statement, the Statutory Prospectus and
Prospectus duly authorized, issued and outstanding capitalization as set forth
in the Registration Statement, the Statutory Prospectus and the Prospectus.
Based on the assumptions stated in the Registration Statement, the Statutory
Prospectus and the Prospectus, the Company will have on the Closing Date the
adjusted stock capitalization set forth therein. Except as set forth in, or
contemplated by, the Registration Statement, the Statutory Prospectus and the
Prospectus, on the Effective Date and on the Closing Date, there will be no
options, warrants, or other rights to purchase or otherwise acquire any
authorized, but unissued shares of Common Stock of the Company or any security
convertible into shares of Common Stock of the Company, or any contracts or
commitments to issue or sell shares of Common Stock or any such options,
warrants, rights or convertible securities.

       2.8 VALID ISSUANCE OF SECURITIES, ETC.

            2.8.1 OUTSTANDING SECURITIES. All issued and outstanding securities
of the Company


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have been duly authorized and validly issued and are fully paid and
non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such
holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual
rights granted by the Company. The authorized Common Stock conforms to all
statements relating thereto contained in the Registration Statement, the
Statutory Prospectus and the Prospectus. The offers and sales of the outstanding
Common Stock were at all relevant times either registered under the Act and the
applicable state securities or Blue Sky laws or, based in part on the
representations and warranties of the purchasers of such shares of Common Stock,
exempt from such registration requirements.

            2.8.2 SECURITIES SOLD PURSUANT TO THIS AGREEMENT. The Securities
have been duly authorized and, when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be
subject to personal liability by reason of being such holders; the Securities
are not and will not be subject to the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company;
and all corporate action required to be taken for the authorization, issuance
and sale of the Securities has been duly and validly taken. The Securities
conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Statutory Prospectus and the
Prospectus. When issued, the Representative's Purchase Option, the
Representative's Warrants and the Warrants will constitute valid and binding
obligations of the Company to issue and sell, upon exercise thereof and payment
of the respective exercise prices therefor, the number and type of securities of
the Company called for thereby in accordance with the terms thereof and such
Representative's Purchase Option, the Representative's Warrants and Warrants are
enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited
under the federal and state securities laws; and (iii) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.

       2.9 REGISTRATION RIGHTS OF THIRD PARTIES. Except as set forth in the
Registration Statement, the Statutory Prospectus and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or
exchangeable into securities of the Company have the right to require the
Company to register any such securities of the Company under the Act or to
include any such securities in a registration statement to be filed by the
Company.

       2.10 VALIDITY AND BINDING EFFECT OF AGREEMENTS. This Agreement, the
Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the
Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement
(as defined in Section 2.22.2 hereof), the Warrant Placement Agreement (as
defined in Section 2.22.3 hereof) and the Representative's Purchase Option have
been duly and validly authorized by the Company and constitute the valid and
binding agreements of the Company, enforceable against the Company in accordance
with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

       2.11 NO CONFLICTS, ETC. The execution, delivery, and performance by the
Company of this Agreement, the Warrant Agreement, the Trust Agreement, the
Service Agreement, the Escrow Agreement, the Representative's Purchase Option
and the Unit Placement Agreement, and the consummation by the Company of the
transactions herein and therein contemplated and the compliance by the Company
with the terms hereof and thereof do not and will not, with or without the
giving of notice or the lapse of time or both: (i) result in a breach of, or
conflict with any of the terms and provisions of, or constitute a default under,
or result in the creation, modification, termination or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to


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the terms of any agreement or instrument to which the Company is a party except
pursuant to the Trust Agreement referred to in Section 2.23 hereof; (ii) result
in any violation of the provisions of the Certificate of Incorporation or the
By-Laws of the Company; or (iii) violate any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its
properties or business.

       2.12 NO DEFAULTS; VIOLATIONS. No material default exists in the due
performance and observance of any term, covenant or condition of any material
license, contract, indenture, mortgage, deed of trust, note, loan or credit
agreement, or any other agreement or instrument evidencing an obligation for
borrowed money, or any other material agreement or instrument to which the
Company is a party or by which the Company may be bound or to which any of the
properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Certificate of Incorporation or By-Laws or in
violation of any material franchise, license, permit, applicable law, rule,
regulation, judgment or decree of any governmental agency or court, domestic or
foreign, having jurisdiction over the Company or any of its properties or
businesses.

       2.13 CORPORATE POWER; LICENSES; CONSENTS.

            2.13.1 CONDUCT OF BUSINESS. The Company has all requisite corporate
power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory
officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Statutory Prospectus and the Prospectus.

            2.13.2 TRANSACTIONS CONTEMPLATED HEREIN. The Company has all
corporate power and authority to enter into this Agreement and to carry out the
provisions and conditions hereof, and all consents, authorizations, approvals
and orders required in connection therewith have been obtained. No consent,
authorization or order of, and no filing with, any court, government agency or
other body is required for the valid issuance, sale and delivery, of the
Securities and the consummation of the transactions and agreements contemplated
by this Agreement, the Warrant Agreement, the Trust Agreement, the Services
Agreement, the Escrow Agreement the Representative's Purchase Option and the
Warrant Placement Agreement as contemplated by the Statutory Prospectus and the
Prospectus, except with respect to applicable federal and state securities laws.

        2.14 D&O QUESTIONNAIRES. To the best of the Company's knowledge, all
information contained in the questionnaires (the "QUESTIONNAIRES") completed by
each of the Company's stockholders and directors immediately prior to the
Offering (the "INITIAL STOCKHOLDERS") and provided to the Underwriters as an
exhibit to his or her Insider Letter (as defined in Section 2.22.1) is true and
correct and the Company has not become aware of any information which would
cause the information disclosed in the questionnaires completed by each Initial
Stockholder and director to become inaccurate and incorrect.

       2.15 LITIGATION; GOVERNMENTAL PROCEEDINGS. There is no action, suit,
proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company's knowledge, threatened
against, or involving the Company or, to the best of the Company's knowledge,
any Initial Stockholder, which has not been disclosed in the Registration
Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.

       2.16 GOOD STANDING. The Company has been duly organized and is validly
existing as a corporation and is in good standing under the laws of its state of
incorporation, and is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which its ownership or lease of
property or the conduct of business requires such qualification, except where
the failure to qualify would not have a material adverse effect on the Company.

        2.17 STOP ORDERS. The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus or any part
thereof.


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       2.18 TRANSACTIONS AFFECTING DISCLOSURE TO NASD.

            2.18.1 FINDER'S FEES. Except as described in the Prospectus, there
are no claims, payments, arrangements, agreements or understandings relating to
the payment of a finder's, consulting or origination fee by the Company or any
Initial Stockholder with respect to the sale of the Securities hereunder or any
other arrangements, agreements or understandings of the Company or, to the best
of the Company's knowledge, any Initial Stockholder that may affect the
Underwriters' compensation, as determined by the National Association of
Securities Dealers, Inc. (the "NASD").

            2.18.2 PAYMENTS WITHIN TWELVE MONTHS. The Company has not made any
direct or indirect payments (in cash, securities or otherwise) to: (i) any
person, as a finder's fee, consulting fee or otherwise, in consideration of such
person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) to any NASD member; or (iii) to
any person or entity that has any direct or indirect affiliation or association
with any NASD member, within the twelve months prior to the Effective Date,
other than payments to FBW.

            2.18.3 USE OF PROCEEDS. None of the net proceeds of the Offering
will be paid by the Company to any participating NASD member or its affiliates,
except as specifically authorized herein and except as may be paid in connection
with a Business Combination as contemplated by the Statutory Prospectus and the
Prospectus.

            2.18.4 INITIAL STOCKHOLDERS' NASD AFFILIATION. Based on
Questionnaires distributed to such persons, no officer, director or any
beneficial owner of the Company's unregistered securities has any direct or
indirect affiliation or association with any NASD member. The Company will
advise the Representative and its counsel if it learns that any officer,
director or owner of at least 5% of the Company's outstanding Common Stock is or
becomes and affiliate or associated person of an NASD member participating in
the Offering.

        2.19 FOREIGN CORRUPT PRACTICES ACT. Neither the Company nor any of the
Initial Stockholders or any other person acting on behalf of the Company has,
directly or indirectly, given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course
of business) to any customer, supplier, employee or agent of a customer or
supplier, or official or employee of any governmental agency or instrumentality
of any government (domestic or foreign) or any political party or candidate for
office (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or other person who was, is, or may be in a position to
help or hinder the business of the Company (or assist it in connection with any
actual or proposed transaction) that (i) might subject the Company to any damage
or penalty in any civil, criminal or governmental litigation or proceeding; (ii)
if not given in the past, might have had a material adverse effect on the
assets, business or operations of the Company as reflected in any of the
financial statements contained in the Prospectus; or (iii) if not continued in
the future, might adversely affect the assets, business, operations or prospects
of the Company. The Company's internal accounting controls and procedures are
sufficient to cause the Company to comply with the Foreign Corrupt Practices Act
of 1977, as amended.

       2.20. OFFICERS' CERTIFICATE. Any certificate signed by any duly
authorized officer of the Company and delivered to you or to your counsel shall
be deemed a representation and warranty by the Company to the Underwriters as to
the matters covered thereby.

       2.21 WARRANT AGREEMENT. The Company has entered into a warrant agreement
with respect to the Warrants and the Representative's Warrants with Continental
Stock Transfer & Trust Company substantially in the form filed as an exhibit to
the Registration Statement (the "WARRANT AGREEMENT").

       2.22 AGREEMENTS WITH INITIAL STOCKHOLDERS.

            2.22.1 INSIDER LETTERS. The Company has caused to be duly executed
legally binding and enforceable agreements (except (i) as such enforceability
may be limited by bankruptcy, insolvency,


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reorganization or similar laws affecting creditors' rights generally, (ii) as
enforceability of any indemnification, contribution or noncompete provision may
be limited under the federal and state securities laws, and (iii) that the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought) annexed as Exhibits
10.1 and 10.2 to the Registration Statement (the "INSIDER LETTER"), pursuant to
which each of the Initial Stockholders of the Company agree to certain matters
including, but not limited to, certain matters described as being agreed to by
them under the "Proposed Business" Section of the Prospectus.

            2.22.2 ESCROW AGREEMENT. The Company has caused the Initial
Stockholders to enter into an escrow agreement (the "ESCROW AGREEMENT") with
Continental Stock Transfer & Trust Company (the "ESCROW AGENT") substantially in
the form of Exhibit 10.4 to the Registration Statement, whereby the Common Stock
owned by each of the Initial Stockholders will be held in escrow by the Escrow
Agent, until the date that is six (6) months after the date a Business
Combination is consummated. During such escrow period, the Initial Stockholders
shall be prohibited from selling or otherwise transferring such shares (except
to spouses and children of Initial Stockholders and trusts established for their
benefit and as otherwise set forth in the Escrow Agreement), but will retain the
right to vote such shares. To the Company's knowledge, the Escrow Agreement is
enforceable against each of the Initial Stockholders and will not, with or
without the giving of notice or the lapse of time or both, result in a breach
of, or conflict with any of the terms and provisions of, or constitute a default
under, any agreement or instrument to which any of the Initial Stockholders is a
party. The Escrow Agreement shall not be amended, modified or otherwise changed
without the prior written consent of FBW.

             2.22.3 WARRANT PLACEMENT AGREEMENT. The Initial Stockholders and the
Company have entered into a Warrant Placement Agreement, substantially in the
form of Exhibit 10.12 to the Registration Statement, pursuant to which the
Initial Stockholders agreed to purchase 2,000,000 Warrants at a price of $0.65
per Warrant ($1,300,000 in the aggregate) (the "Warrant Placement Agreement").
The Warrants issued and sold pursuant to the Warrant Placement Agreement are
identical in all respects to the Warrants offered in the Offering. The issuance
and sale of the Warrant pursuant to the Warrant Placement Agreement are exempt
from registration pursuant to Section 4(2) of the Act.

       2.23 INVESTMENT MANAGEMENT TRUST AGREEMENT. The Company has entered into
the Trust Agreement with respect to certain proceeds of the Offering
substantially in the form of Exhibit 10.3 to the Registration Statement, which
Trust Agreement shall not be amended, modified or otherwise changed without the
prior written consent of FBW.

        2.24 COVENANTS NOT TO COMPETE. No Initial Stockholder, employee, officer
or director of the Company is subject to any non-competition or non-solicitation
agreement with any employer or prior employer which could materially affect his
ability to be an Initial Stockholder, employee, officer and/or director of the
Company.

       2.25 INVESTMENTS. No more than 45% of the "value" (as defined in Section
2(a)(41) of the Investment Company Act of 1940 ("Investment Company Act")) of
the Company's total assets consist of, and no more than 45% of the Company's net
income after taxes is derived from, securities other than "Government
securities" (as defined in Section 2(a)(16) of the Investment Company Act).

       2.26 SUBSIDIARIES. The Company does not own an interest in any
corporation, partnership, limited liability company, joint venture, trust or
other business entity.

       2.27 RELATED PARTY TRANSACTIONS. There are no business relationships or
related party transactions involving the Company or any other person required to
be described in the Prospectus that have not been described as required.


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       2.28 RULE 419. Upon delivery and payment for the Firm Units on the
Closing Date, the Company will not be subject to Rule 419 under the Act and none
of the Company's outstanding securities will be deemed to be a "penny stock" as
defined in Rule 3a-51-1 under the Exchange Act.

       2.29 SARBANES-OXLEY ACT AND CORPORATE GOVERNANCE COMPLIANCE. There is and
has been no failure on the part of the Company or any of the Company's directors
or officers, in their capacities as such, to comply with (as and when
applicable), and immediately following the effectiveness of the Registration
Statement the Company will be in compliance with, Sections 301, 402, 802 and
1102 of the Sarbanes-Oxley Act and Part 8 of the American Stock Exchange's "AMEX
Company Guide," as amended. Further, there is and has been no failure on the
part of the Company or any of the Company's directors or officers, in their
capacities as such, to comply with (as and when applicable), and immediately
following the effectiveness of the Registration Statement the Company will be in
compliance with, all other provisions of the Sarbanes-Oxley Act and the American
Stock Exchange corporate governance requirements set forth in the AMEX Company
Guide, as amended, except as any such failure to comply, individually or in the
aggregate, would not have a material adverse effect on the Company.

3. COVENANTS OF THE COMPANY. The Company covenants and agrees as follows:

       3.1 AMENDMENTS TO REGISTRATION STATEMENT. The Company will deliver to the
Representative, prior to filing, any amendment or supplement to the Registration
Statement or Prospectus proposed to be filed after the Effective Date and not
file any such amendment or supplement to which the Representative shall
reasonably object in writing.

       3.2 FEDERAL SECURITIES LAWS.

            3.2.1 COMPLIANCE. During the time when a Prospectus is required to
be delivered under the Act, the Company will use all reasonable efforts to
comply with all requirements imposed upon it by the Act, the Regulations and the
Exchange Act and by the regulations under the Exchange Act, as from time to time
in force, so far as necessary to permit the continuance of sales of or dealings
in the Public Securities in accordance with the provisions hereof and the
Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a
result of which, in the opinion of counsel for the Company or counsel for the
Underwriters, the Prospectus, as then amended or supplemented, includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act, the
Company will notify the Representative promptly and prepare and file with the
Commission, subject to Section 3.1 hereof, an appropriate amendment or
supplement in accordance with Section 10 of the Act.

            3.2.2 FILING OF FINAL PROSPECTUS. The Company will file the
Prospectus (in form and substance satisfactory to the Representative) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.

            3.2.3 EXCHANGE ACT REGISTRATION. For a period of five years from the
Effective Date, or such earlier time upon which the Company is required to be
liquidated, the Company will use its best efforts to maintain the registration
of the Securities under the provisions of the Exchange Act. For a period of five
years from the Effective Date, or such earlier time upon which the Company is
required to be liquidated, the Company will not deregister the Units under the
Exchange Act without the prior written consent of FBW.

       3.3 BLUE SKY FILING. Where required, the Company will endeavor in good
faith, in cooperation with the Representative, at or prior to the time the
Registration Statement becomes effective, to qualify the Public Securities for
offering and sale under the securities laws of such jurisdictions as the
Representative may reasonably designate, provided that no such qualification
shall be required in any jurisdiction where, as a result thereof, the Company
would be subject to service of general process or to


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taxation as a foreign corporation doing business in such jurisdiction. In each
jurisdiction where such qualification shall be effected, the Company will,
unless the Representative agrees that such action is not at the time necessary
or advisable, use all reasonable efforts to file and make such statements or
reports at such times as are or may be required by the laws of such
jurisdiction.

       3.4 DELIVERY TO UNDERWRITERS OF PROSPECTUSES. The Company will deliver to
each of the several Underwriters, without charge, from time to time during the
period when the Prospectus is required to be delivered under the Act or the
Exchange Act, such number of copies of each Preliminary Prospectus and the
Prospectus as such Underwriters may reasonably request and, as soon as the
Registration Statement or any amendment or supplement thereto becomes effective,
deliver to you two original executed Registration Statements, including
exhibits, and all post-effective amendments thereto and copies of all exhibits
filed therewith or incorporated therein by reference and all original executed
consents of certified experts.

       3.5 EFFECTIVENESS AND EVENTS REQUIRING NOTICE TO THE REPRESENTATIVE. The
Company will use its best efforts to cause the Registration Statement to remain
effective and will notify the Representative immediately and confirm the notice
in writing: (i) of the effectiveness of the Registration Statement and any
amendment thereto; (ii) of the issuance by the Commission of any stop order or
of the initiation, or the threatening, of any proceeding for that purpose; (iii)
of the issuance by any state securities commission of any proceedings for the
suspension of the qualification of the Public Securities for offering or sale in
any jurisdiction or of the initiation, or the threatening, of any proceeding for
that purpose; (iv) of the mailing and delivery to the Commission for filing of
any amendment or supplement to the Registration Statement or Prospectus; (v) of
the receipt of any comments or request for any additional information from the
Commission; and (vi) of the happening of any event during the period described
in Section 3.4 hereof that, in the judgment of the Company, makes any statement
of a material fact made in the Registration Statement or the Prospectus untrue
or that requires the making of any changes in the Registration Statement or the
Prospectus in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company shall not
file any amendment of the Registration Statement or supplement to the Prospectus
or any document incorporated by reference in the Registration Statement unless
the Company has furnished the Representative with a copy for review prior to
filing and shall not file any such proposed amendment or supplement to which the
Representative reasonable objects. If the Commission or any state securities
commission shall enter a stop order o