EXHIBIT 10.5





                                                     January 25, 2005


Terra Nova Acquisition Corporation
2 Bloor Street West
Suite 3400
Toronto, Ontario, Canada M4W 3E2

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

         Re: Initial Public Offering

Gentlemen:

         The undersigned stockholder of Terra Nova Acquisition Corporation
("Company"), in consideration of EarlyBirdCapital, Inc. ("EBC") entering into a
letter of intent ("Letter of Intent") to underwrite an initial public offering
of the securities of the Company ("IPO") and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 10 hereof):

         1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

         2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will vote all
Insider Shares owned by him in favor of the Company's decision to liquidate. The
undersigned hereby waives any and all right, title, interest or claim of any
kind in or to any distribution of cash, property or other assets ("Fund") as a
result of such liquidation with respect to his Insider Shares ("Claim") and
hereby waives any Claim the undersigned may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Fund for any reason whatsoever.

         3. The undersigned will not submit to the Company for consideration, or
vote for the approval of, any Business Combination which involves a company
which is affiliated with any of the Insiders unless the Company obtains an
opinion from an


independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

         4. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that the undersigned
shall be entitled to reimbursement from the Company for his out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

         5. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

         6. The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.

         7. The undersigned Questionnaire furnished to the Company and annexed
as Exhibit A hereto is true and accurate in all respects. The undersigned
represents and warrants that he:

    (a) is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

    (b) has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is
not currently a defendant in any such criminal proceeding; and

    (c) has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.

         8. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement.

         9. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to EBC and its legal representatives
or agents (including any investigative search firm retained by EBC) any
information they may have about his background and finances ("Information").
Neither EBC nor its agents shall be



violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.

         10. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.

                                                     Randall Oliphant
                                                     ----------------
                                                     Print Name of Insider


                                                     /s/ Randall Oliphant
                                                     --------------------
                                                     Signature