EXHIBIT 1.1











                             Underwriting Agreement

                                     between

                              DG Acquisition Corp.

                                       and

                           Merriman Curhan Ford & Co.




                            DATED: _________ __, 2005






                              DG ACQUISITION CORP.

                             UNDERWRITING AGREEMENT



Merriman Curhan Ford & Co.
As Representative of the several Underwriters
600 California Street, 9th Floor
San Francisco, California 90108

Dear Sirs:

     The undersigned, DG Acquisition Corp., a Delaware corporation ("COMPANY"),
hereby confirms its agreement with Merriman Curhan Ford & Co. (being referred to
herein variously as "YOU," "MCF" or the "REPRESENTATIVE") and with the other
underwriters named on Schedule I hereto for which MCF is acting as
Representative (the Representative and the other Underwriters being collectively
called the "UNDERWRITERS" or, individually, 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 8,875,000 of the Company's Class A units
("FIRM UNITS"), at a purchase price (net of discounts and commissions) of $7.44
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) of $7.44 per Firm Unit. The Firm Units are to
be offered initially to the public ("OFFERING") at the offering price of $8.00
per Firm Unit. Each Firm Unit shall consist of one share of the Company's Class
A common stock, par value $.0001 per share ("CLASS A COMMON STOCK"), and a
redeemable five-year warrant to purchase one share of the Company's Class A
Common Stock (the "CLASS A WARRANT(S)"). The shares of Class A Common Stock and
the Class A Warrants included in the Firm Units will not be separately
transferable until the 20th trading day after the earlier to occur of the
expiration of the Over-allotment Option (as defined below) and the exercise in
full by our underwriters of such option, but in no event will MCF 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 the filing
of a Current Report on Form 8-K by the Company with the Securities and Exchange
Commission (the "Commission") which includes such audited balance sheet. Each
Class A Warrant shall entitle its holder to exercise it to purchase one share of
Class A Common Stock for $6.00 (subject to adjustment) during the period
commencing on the later of the consummation by the Company of its "BUSINESS
COMBINATION" or one year from the Effective Date and terminating on the
five-year anniversary of the Effective Date. "BUSINESS COMBINATION" shall mean
an acquisition of, through a merger, capital stock exchange, asset acquisition
or other



similar business combination, one or more businesses having, collectively, a
fair market value equal to at least 80% of the Company's net assets at the time
of such acquisition (as described more fully in the Registration Statement).

          1.1.2 PURCHASE OF CLASS B 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 jointly, to DG
Acquisition LLC, a limited liability company owned by the shareholders of the
Company ("DGA"), an aggregate of 125,000 of the Company's Class B units ("CLASS
B UNITS"), at a purchase price (net of discounts and commissions) of $8.00 per
Class B Unit. Each Class B Unit shall consist of one share of the Company's
Class B common stock, par value $.0001 per share ("CLASS B COMMON STOCK"), and a
redeemable five-year warrant to purchase one share of the Company's Class B
Common Stock (the "CLASS B WARRANT(S)"); provided, that upon the consummation of
a Business Combination, the Class B Warrants will become exercisable for Class A
Warrants instead of Class B Warrants.

          1.1.3 PAYMENT FOR AND DELIVERY OF CLASS A UNITS. Delivery and payment
for the Firm Units shall be made at 10:00 A.M., New York 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 PM 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 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,
payable as follows: at least $64,820,000 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 ("TRUST AGREEMENT") and the remaining proceeds shall
be paid (subject to Section 3.13 hereof) to the order of the Company upon
delivery to the Representative of certificates (in form and substance
satisfactory to the Underwriters) representing the Firm Units (or through the
facilities of the Depository Trust Company ("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 (2) 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 of the Firm Units.

          1.1.4 PAYMENT FOR AND DELIVERY OF CLASS B UNITS. Delivery and payment
for the Class B Units shall be made at 10:00 A.M., New York time, on the Closing
Date. Payment for the Class B Units shall be made on the Closing Date at the
DGA'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:
(i) $930,000 of the proceeds shall be paid to the order of the Company and (ii)
$70,000 of the proceeds shall be paid to the Representative upon delivery to DGA
of certificates representing the Class B Units (or through the facilities of the
Depository Trust Company ("DTC")).

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          1.1.5 DEPOSIT OF REPRESENTATIVE'S FEE TO TRUST ACCOUNT. The
Representative has agreed to defer receipt of certain fees under this Agreement
until the consummation of a Business Combination. Accordingly, the
Representative shall deposit, 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: (i) $1,420 ,000 into the Trust Fund upon receipt of
the Class A Units; (ii) $20,000 upon receipt of the $70,000 fee in connection
with the Class B units as set forth in Section 1.1.4; and (iii) upon receipt of
any Option Units (as defined below), an amount equal to 2% of the gross proceeds
paid by the Representative for such Options Units in accordance with Section
1.2. The release of such fees to the Representative upon the consummation of a
Business Combination shall be governed by the Trust Agreement.

     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 1,331,250 Class A Units from the Company ("OVER-ALLOTMENT OPTION").
Such additional 1,331,250 Class A Units are hereinafter referred to as "OPTION
Units." The Firm Units, the Option Units, the shares of Class A Common Stock and
the Class A Warrants included in the Class A Units and the shares of Class A
Common Stock issuable upon exercise of the Class A Warrants are hereinafter
referred to collectively as the "PUBLIC 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.

          1.2.2 EXERCISE OF OPTION. The Over-allotment Option granted pursuant
to Section 1.2.1 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 by 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 (the "OPTION CLOSING DATE"), which will not be later than five (5)
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. 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 shall 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 to the Trust Fund at the offices of the
Representative or at such other place and times as shall be agreed upon by the
Representative and the Company upon delivery to you of certificates (in form and
substance satisfactory to the Underwriters) representing the Option Units (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

                                       3


Representative requests not less than two (2) 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.

     1.3  REPRESENTATIVE'S PURCHASE OPTION.

          1.3.1 PURCHASE OPTION ON CLOSING DATE. The Company hereby agrees to
issue and sell to the Representative (and/or its designees) on the Closing Date
an option ("REPRESENTATIVE'S PURCHASE OPTION") for the purchase of 450,000 Class
A Units ("REPRESENTATIVE'S UNITS") for an aggregate purchase price equal to
$100. Each of the Representative's Units shall be identical to the Firm Units
except that the Warrants included in the Representative's Units
("REPRESENTATIVE'S WARRANTS") have an exercise price equal to $7.50 (subject to
adjustment). The Representative's Purchase Option shall be exercisable, in whole
or in part, commencing on the later of the consummation of a Business
Combination and one year from the Effective Date and expiring on the five-year
anniversary of the Effective Date at an initial exercise price per
Representative's Unit equal to $9.38 (subject to adjustment). The exercise price
of the Representative's Purchase Options may be paid through cashless exercise
as "net" exercise. 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
"REGISTRABLE CLASS A SECURITIES."

          1.3.2 PAYMENT AND DELIVERY. 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 Commission a
registration statement and an amendment or amendments thereto, on Form S-1 (File
No. 333-126287), including any related preliminary prospectus ("PRELIMINARY
PROSPECTUS"), for the registration of the Registrable Class A Securities and
certain Class B Units (the "CLASS B UNITS"), shares of Class B common stock, par
value $0.0001 per share (the "CLASS B COMMON STOCK") and Class B Warrants (the
"CLASS B WARRANTS", and collectively with the Class B Units and Class B Common
Stock, the "CLASS B 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,

                                       4


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." The Registration
Statement is effective on the date hereof.

          2.1.2 PURSUANT TO THE EXCHANGE ACT. The Company has filed with the
Commission a Form 8-A (File Number 000-51508) providing for the registration
under the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), of the
Class A Units, the Class A Common Stock and the Class A Warrants. The
registration of the Registrable Class A Securities under the Exchange Act is
effective on the date hereof.

     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 or
threatened to issue any order preventing or suspending the use of any
Preliminary Prospectus or Prospectus or has instituted or, to the best of the
Company's knowledge, threatened, to institute any proceedings with respect to
such an order.

     2.3  DISCLOSURES IN REGISTRATION STATEMENT.

          2.3.1 10b-5 REPRESENTATION. At the time the Registration Statement
became 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
did and will contain all material statements that are required to be stated
therein in accordance with the Act and the Regulations, and did 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, did or 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 Registrable Class A Securities and the Class B
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. 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 or Prospectus or any amendment thereof or supplement thereto.

          2.3.2 DISCLOSURE OF AGREEMENTS. The agreements and documents described
in the Registration Statement and the Prospectus conform in all material
respects to the descriptions thereof contained therein and there are no
agreements or other documents required

                                       5


to be described in the Registration Statement 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 Prospectus or (ii) is material to the Company's business, has been duly
and validly authorized and 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 since the Company's formation, except as disclosed in the Registration
Statement.

          2.3.4 REGULATIONS. The disclosures in the Registration Statement
concerning the effects of Federal, State and local regulation on the Company's
business as currently contemplated are correct in all material respects and do
not omit to state a material fact.

     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 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 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
and the Prospectus, and except as may otherwise be indicated or contemplated
herein or therein, the Company has not (i) issued any securities or incurred any
liability or obligation, direct or contingent, for borrowed

                                       6


money or (ii) declared or paid any dividend or made any other distribution on or
in respect to its equity securities.

     2.5  INDEPENDENT ACCOUNTANTS. BDO Seidman, LLP ("BDO"), whose report is
filed with the Commission as part of the Registration Statement, are, and during
the periods covered by their report were, independent registered public
accountants as required by the Act and the Regulations. BDO 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 of
the Exchange Act.

     2.6  FINANCIAL STATEMENTS. The financial statements, including the notes
thereto and supporting schedules included in the Registration Statement and
Prospectus fairly present the financial position, the results of operations and
the cash flows of the Company at the dates and for the periods to which they
apply; and such financial statements have been prepared in conformity with
United States 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 summary financial data included in the Registration Statement and
the Prospectus present fairly the information shown thereon and have been
compiled on a basis consistent with the audited financial statements presented
therein. No other financial statements or schedules are required to be included
in the Registration Statement or the Prospectus. 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 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 Prospectus duly authorized validly issued and outstanding
capitalization as set forth in the Registration Statement and the Prospectus.
Based on the assumptions stated in the Registration Statement 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 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 or any
security convertible into shares of Common Stock, 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 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 Class A Common Stock and Class B
Common Stock conform to all statements relating thereto contained in the
Registration Statement

                                       7


and the Prospectus. The offers and sales of the outstanding Class A Common Stock
and Class B 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 Class A
Common Stock and Class B Common Stock, exempt from such registration
requirements.

          2.8.2 SECURITIES SOLD PURSUANT TO THIS AGREEMENT. The Registrable
Class A Securities and the Class B 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 Registrable Class A Securities and the Class B
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 Class A Securities and Class B
Securities has been duly and validly taken. The Registrable Class A Securities
and the Class B Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement. When issued, the
Representative's Purchase Option, the Representative's Warrants and the Class A
Warrants and Class B 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 the Class A
Warrants and Class B 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
Prospectus and in this Agreement, 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 Class A
Warrant Agreement and the Class B Warrant Agreement (as defined in Section 2.21
hereof), the Trust Agreement and the Escrow Agreement (as defined in Section
2.22.2 hereof), the Insider Letters (as defined in Section 2.22.1) and those
certain lockup agreements into by certain Stockholders of the Company (the
"LOCK-UP AGREEMENTS") have been duly and validly authorized by the Company and
constitute, and the Representative's Purchase Option, has been duly and validly
authorized by the Company and, when executed and delivered, will 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

                                       8


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 Class A Warrant Agreement and the Class B Warrant
Agreement, the Representative's Purchase Option, the Insiders Letters, the
Lock-Up Agreements, the Trust Agreement and the Escrow Agreement, 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 the terms of any agreement or instrument to which the
Company is a party except pursuant to the Trust Agreement referred to in Section
2.24; (ii) result in any violation of the provisions of the Certificate of
Incorporation or the Amended and Restated Bylaws 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 Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws 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 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 Registrable Class A
Securities and the Class B Securities and the consummation of the transactions
and agreements contemplated by this Agreement, the Warrant Agreement, the
Representative's Purchase Option, the Insider Letters, the Lock-Up Agreements,
the Trust Agreement and the Escrow Agreement and as contemplated by the
Prospectus, except with

                                       9


respect to applicable federal and state securities laws and the rules of the
National Association of Securities Dealers, Inc. (the "NASD").

     2.14 D&O QUESTIONNAIRES. To the best of the Company's knowledge, all
information contained in the questionnaires ("Questionnaires") completed by each
of the Company's stockholders immediately prior to the Offering ("INITIAL
STOCKHOLDERS") and provided to the Underwriters 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 to become inaccurate and incorrect.

     2.15 LITIGATION; GOVERNMENTAL PROCEEDINGS. There is no action, suit,
proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding before or by any court, regulatory body, administrative agency or any
other governmental agency or body, domestic or foreign, pending or, to the best
of the Company's knowledge, threatened, against, or involving the Company and,
to the best of the Company's knowledge, any Initial Stockholder, that is
required to be disclosed in the Registration Statement which has not been
disclosed in the Registration Statement.

     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 assets,
property, business or operations of 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 and has not threatened to issue any such order.

     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 NASD.

          2.18.2 PAYMENTS WITHIN TWELVE MONTHS. Other than payments to MCF, the
Company has not within the 12 months prior to the Effective Date made any direct
or indirect payments (in cash, securities or otherwise) (i) to 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.

          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

                                       10


authorized herein and except as may be paid in connection with a Business
Combination as contemplated by the Prospectus.

          2.18.4 INSIDERS' NASD AFFILIATION. Based on the Questionnaires
distributed to such persons, except as set forth on Schedule 2.18.4, 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 Class A
and Class B Common Stock (in the aggregate) is or becomes an 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 or its assets
or property 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, property, business or operations of the
Company as reflected in any of the financial statements contained in the
Prospectus, (iii) if not continued in the future, might adversely affect the
assets, property, business, operations or prospects of the Company or (iv) was
otherwise unlawful. 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 MCF or to MCF's counsel shall be deemed
a representation and warranty by the Company to the Underwriters and its counsel
as to the matters covered thereby.

     2.21 WARRANT AGREEMENT. The Company has entered into a warrant agreement
with respect to the Class A 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 "CLASS A WARRANT AGREEMENT"); and the
Company has entered into a warrant agreement with respect to the Class B
Warrants with Continental Stock Transfer & Trust Company substantially in the
form filed as an exhibit to the Registration Statement (the "CLASS B 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, 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

                                       11


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 to the Registration Statement ("INSIDER
LETTERS"), pursuant to which each of the Initial Stockholders and each of the
Company's officers and directors agrees 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 ("ESCROW AGREEMENT") with
Continental Stock Transfer & Trust Company ("ESCROW AGENT") substantially in the
form annexed as an exhibit to the Registration Statement, whereby the Common
Stock and the Class B Units (including all of the securities contained therein)
owned by the Initial Stockholders will be held in escrow by the Escrow Agent,
until the earlier of (i) the first anniversary of the date of the Prospectus and
(ii) the date on which the last sales price of the Class A Common Stock equals
or exceeds $13.50 for any 20 trading days within a 30 trading day period subject
to certain exceptions including but not limited to, the liquidation of the
Company subsequent to a Business Combination or to a subsequent transaction
resulting in the shareholders of the Company having the right to exchange their
shares of capital stock of the Company for cash or other securities. 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 best 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 MCF.

     2.23 REGULATION M. The Company has not taken, nor will it take, directly or
indirectly, any action designed to or which might reasonably be expected to
cause or result in, or which has constituted or which might reasonably be
expected to constitute, the stabilization or manipulation of the price of the
Public Securities or any security of the Company to facilitate the sale or
resale of any of the Public Securities.

     2.24 INVESTMENT MANAGEMENT TRUST AGREEMENT. The Company has entered into
the Trust Agreement with respect to certain proceeds of the Offering
substantially in the form annexed as an exhibit to the Registration Statement.

     2.25 COVENANTS NOT TO COMPETE. No Initial Stockholder, employee, officer or
director of the Company is subject to any noncompetition agreement 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.

     2.26 INVESTMENT COMPANY ACT; INVESTMENTS. The Company has been advised
concerning the Investment Act of 1940, as amended (the "INVESTMENT COMPANY
ACT"), and the rules and regulations thereunder and has in the past conducted,
and intends in the future to conduct, its affairs in such a manner as to ensure
that it will not become an "INVESTMENT

                                       12


COMPANY" or a company "CONTROLLED" by an "INVESTMENT COMPANY" within the meaning
of the Investment Company Act and such rules and regulations. The Company is
not, nor will the Company become upon the sale of the Units and the application
of the proceeds therefor as described in the Prospectus under the caption "USE
OF PROCEEDS", an "INVESTMENT COMPANY" or a person controlled by an "INVESTMENT
COMPANY" within the meaning of the Investment Company Act. No more than 45% of
the "VALUE" (as defined in Section 2(a)(41) of the Investment Company Act) of
the Company's total assets (exclusive of "GOVERNMENT SECURITIES" (as defined in
Section 2(a)(16) of the Investment Company Act) consist of, and no more than 45%
of the Company's net income after taxes is derived from, securities other than
the Government Securities.

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

     2.28 RELATED PARTY TRANSACTIONS. There are no business relationships,
related party transactions involving the Company or any other person or any
other relationship required to be described in the Prospectus that have not been
described as required. There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by the Company to or for the benefit of any of the officers or
directors or Initial Stockholders of the Company or any of the members of the
families of any of them, except as disclosed in the Registration Statement and
the Prospectus.

     2.29 NO DISTRIBUTION OF OFFERING MATERIAL. The Company has not distributed
and will not distribute prior to the Closing Date any offering materials in
connection with the offering and sale of the Registrable Class A Securities and
the Class B Securities other than any Preliminary Prospectuses, the Prospectus,
the Registration Statement and other materials, if any, permitted by the Act.

     2.30 TITLE TO ASSETS. Except as set forth in the Registration Statement and
Prospectus, the Company has good and marketable title to all properties and
assets described in the Registration Statement and Prospectus as owned by it,
free and clear of any pledge, lien, security interest, encumbrances, claim or
equitable interest, other than such as would not have a material adverse effect
on the financial condition, earnings, operations, business or business prospects
of the Company.

     2.31 TAXES. The Company has timely filed all necessary federal, state and
foreign income and franchise tax returns and has paid all taxes shown thereon as
due, and there is no tax deficiency that has been or, to the best of the
Company's knowledge, might be, asserted against the Company that might have a
material adverse effect on the financial condition, earnings, operations,
business or business prospects of the Company, and all material tax liabilities
are adequately provided for on the books of the Company. The Company does not,
directly or indirectly, including through any subsidiary, have any outstanding
personal loans or other credit extended to or for any director or executive
officer of the Company or any of its subsidiaries.

     2.32 NO MONEY LAUNDERING. The operations of the Company are and have been
conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the

                                       13


money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the "MONEY
LAUNDERING LAWS") and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending, or to the best knowledge
of the Company, threatened.

     2.33 FOREIGN ASSETS CONTROL. Neither the Company nor to the best knowledge
of the Company, any director, officer, agent, employee or affiliate of the
Company is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and the Company
will not, directly or indirectly, use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered by
OFAC.

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, a reasonable amount of time 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 its best 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, 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. The Company will use its best efforts
to maintain the registration of Registrable Class A Securities under the
provisions of the Exchange Act for a period of five years from the Effective
Date, or until the Company is required to be

                                       14


liquidated, if earlier or, in the case of the Class A Warrants, until the Class
A Warrants expire and are no longer exercisable.

     3.3 BLUE SKY FILINGS. The Company will use its best efforts, 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 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 its best 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 (2) 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. If the Commission or
any state securities commission shall enter a stop order or suspend such
qualification at any time, the Company will use commercially reasonable effort
to obtain promptly the lifting of such order.

     3.6 REVIEW OF FINANCIAL STATEMENTS. Provided that any securities of the
Company are publicly traded, until the earlier of five (5) years from the
Effective Date, or until such earlier time upon which the Company is required to
be liquidated, the Company, at its expense, shall cause its regularly engaged
independent certified public accountants to review (but not audit) the Company's
financial statements for each of the first three fiscal quarters prior to the

                                       15


announcement of quarterly financial information, the filing of the Company's
Form 10-Q quarterly report and the mailing of quarterly financial information to
stockholders.

     3.7  AFFILIATED TRANSACTIONS.

          3.7.1 BUSINESS COMBINATIONS. The Company will not consummate a
Business Combination with any entity which is affiliated with any Initial
Stockholder unless the Company obtains an opinion from an independent investment
banking firm that is a member of the NASD that the Business Combination is fair
to the Company's stockholders from a financial perspective.

          3.7.2 ADMINISTRATIVE SERVICES. The Company has entered into an
agreement ("SERVICES AGREEMENT") with Blue Alternative Asset Management LLC
("AFFILIATE"), a copy of which is incorporated by reference to the Registration
Statement as Exhibit 10.__ to the Registration Statement pursuant to which the
Affiliate will make available to the Company general and administrative services
including office space, utilities and secretarial support for the Company's use
for $7,500 per month.

          3.7.3 COMPENSATION. Except as set forth above in this Section 3.7, the
Company shall not pay any Initial Stockholder or any of their affiliates any
fees or compensation from the Company, for services rendered to the Company
prior to, or in connection with, the consummation of a Business Combination;
provided, that the Initial Stockholders shall be entitled to reimbursement from
the Company for their reasonable out-of-pocket expenses incurred in connection
with seeking and consummating a Business Combination.

     3.8 SECONDARY MARKET TRADING AND STANDARD & POOR'S. The Company will apply
to be included in Standard & Poor's Daily News and Corporation Records Corporate
Descriptions for a period of five (5) years from the consummation of a Business
Combination. Promptly after the consummation of the Offering, the Company shall
take such steps as may be necessary to obtain a secondary market trading
exemption for the Company's securities in the State of California. The Company
shall also take such other action as may be reasonably requested by the
Representative to obtain a secondary market trading exemption in such other
states as may be requested by the Representative. Notwithstanding the foregoing,
the Company shall not be required to be included in Standard & Poor's Daily News
and Corporation Records Corporate Descriptions or to obtain any secondary market
trading exemptions in any states at such times that the Company does not have
any publicly traded securities.

     3.9 FINANCIAL PUBLIC RELATIONS FIRM. Promptly after the execution of a
definitive agreement for a Business Combination, the Company shall retain a
financial public relations firm.

     3.10 PERIODIC REPORTS, ETC. For a period of five (5) years from the
Effective Date or until such earlier time upon which the Company is required to
be liquidated, the Company will furnish to the Representative and its counsel
(except to the extent any such documents are made immediately available upon the
issuance or filing thereof, at no expense, for download from the Commission's
Electronic Data Gathering and Retrieval system ("EDGAR") or from the Company's
Website): (i) a copy of each periodic report the Company shall be required to
file

                                       16


with the Commission; (ii) a copy of every press release and every news item and
article with respect to the Company or its affairs which was released by the
Company; (iii) a copy of each Current Report Form 8-K and Schedules 13D, 13G,
14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of each
registration statement filed by the Company with the Commission under the Act;
and (v) such additional documents and information with respect to the Company
and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request.

     3.11 DISQUALIFICATION OF FORM S-1. Until the earlier of seven (7) years
from the date hereof or until the Class A Warrants have expired and are no
longer exercisable, and provided that securities of the Company are publicly
traded, the Company will not take any action or actions which may prevent or
disqualify the Company's use of Form S-1 (or other appropriate form) for the
registration of the Class A Warrants and the Representative's Warrants under the
Act.

     3.12 TRANSFER SHEETS. The Company shall retain a transfer and warrant agent
acceptable to the Representative ("TRANSFER AGENT") and will furnish to the
Underwriters at the Company's sole cost and expense such transfer sheets of the
Company's securities as the Representative may request, including the daily and
monthly consolidated transfer sheets of the Transfer Agent and DTC. The
Underwriters acknowledge that Continental Stock Transfer & Trust Company is an
acceptable Transfer Agent.

     3.13 PAYMENT OF EXPENSES.

          3.13.1 GENERAL EXPENSES RELATED TO THE OFFERING. The Company hereby
agrees to pay on each of the Closing Date and the Option Closing Date, if any,
to the extent not paid at Closing Date, all expenses incident to the performance
of the obligations of the Company under this Agreement, including but not
limited to (i) the preparation, printing, filing and mailing (including the
payment of postage with respect to such mailing) of the Registration Statement,
the Preliminary Prospectuses, the Prospectus and the printing and mailing of
this Agreement and related documents, including the cost of all copies thereof
and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as may be required by the Underwriters, (ii) the printing,
engraving, issuance and delivery of the Units, the shares of Common Stock and
the Warrants included in the Units and the Representative's Purchase Option,
including any transfer or other taxes payable thereon, (iii) the qualification
of the Public Securities under state or foreign securities or Blue Sky laws,
including the costs of printing and mailing the "PRELIMINARY BLUE SKY
MEMORANDUM," and all amendments and supplements thereto, fees and disbursements
of [________] retained for such purpose (such fees shall be $________ in the
aggregate (of which $________ has previously been paid)), (iv) filing fees,
costs and expenses (including disbursements for the Representative's counsel)
incurred in registering the Offering with the NASD, (v) fees and disbursements
of the transfer and warrant agent, (vi) the Company's expenses associated with
"DUE DILIGENCE" meetings arranged by the Representative and (vii) all other
costs and expenses customarily borne by an issuer incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section 3.13.1. The Company also agrees that, if requested by the
Representative, it will engage and pay for an investigative search firm of the
Representative's choice to conduct an investigation of the principals of the
Company as shall be mutually selected by the

                                       17


Representative and the Company. The Representative may deduct from the net
proceeds of the Offering payable to the Company on the Closing Date, or the
Option Closing Date, if any, the expenses set forth in this Agreement to be paid
by the Company to the Representative and others. If the Offering contemplated by
this Agreement is not consummated for any reason whatsoever then the Company
shall reimburse the Underwriters in full for their out of pocket expenses,
including, without limitation, its legal fees (up to a maximum of $________) and
disbursements and "ROAD SHOW" and due diligence expenses. The Representative
shall retain such part of the nonaccountable expense allowance previously paid
as shall equal its actual out-of-pocket expenses and refund the balance. If the
amount previously paid is insufficient to cover such actual out-of-pocket
expenses, the Company shall remain liable for and promptly pay any other actual
out-of-pocket expenses.

          3.13.2 NONACCOUNTABLE EXPENSES. The Company further agrees that, in
addition to the expenses payable pursuant to Section 3.13.1, on the Closing
Date, it will pay to the Representative a nonaccountable expense allowance equal
to one percent (1%) of the gross proceeds received by the Company from the sale
of the Firm Units [(of which $10,000 has previously been paid)], by deduction
from the proceeds of the Offering contemplated herein.

          3.13.3 EXPENSES RELATED TO BUSINESS COMBINATION. The Company further
agrees that, in the event the Company engages the Representative to assist the
Company in trying to obtain stockholder approval of a proposed Business
Combination, the Company agrees to reimburse the Representative for all
out-of-pocket expenses, including, but not limited to, "ROAD-SHOW" and due
diligence expenses, subject to the terms and conditions of any engagement
agreement the Company may enter into with the Representatives in connection
therewith.

     3.14 APPLICATION OF NET PROCEEDS. The Company shall apply the net proceeds
from the Offering received by it in a manner consistent with the application
described under the caption "USE OF PROCEEDS" in the Prospectus.

     3.15 DELIVERY OF EARNINGS STATEMENTS TO SECURITY HOLDERS. The Company shall
make generally available to its security holders as soon as practicable, but not
later than the first day of the 15th full calendar month following the Effective
Date, an earnings statement (which need not be certified by independent public
or independent certified public accountants unless required by the Act or the
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section
11(a) of the Act) covering a period of at least 12 consecutive months beginning
after the Effective Date.

     3.16 NOTICE TO NASD. In the event any person or entity (regardless of any
NASD affiliation or association) is engaged to assist the Company in its search
for a merger candidate or to provide any other merger and acquisition services,
the Company will provide the following to the NASD and MCF prior to the
consummation of the Business Combination: (i) complete details of all services
and copies of agreements governing such services; and (ii) justification as to
why the person or entity providing the merger and acquisition services should
not be considered an "UNDERWRITER AND RELATED PERSON" with respect to the
Company's initial public offering, as such term is defined in Rule 2710 of the
NASD's Conduct Rules. The Company also agrees that proper disclosure of such
arrangement or potential arrangement will be made in

                                       18


the proxy statement which the Company will file for purposes of soliciting
stockholder approval for the Business Combination.

     3.17 STABILIZATION. Neither the Company, nor, to its best knowledge, any of
its employees, directors or stockholders (without the consent of MCF), has taken
or will take, directly or indirectly, any action designed to or that has
constituted or that might reasonably be expected to cause or result in, under
the Exchange Act, or otherwise, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Registrable
Class A Securities.

     3.18 INTERNAL CONTROLS; DISCLOSURE CONTROLS AND PROCEDURES. The Company
will maintain internal controls over financial reporting (as defined in Rule
13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with
generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. The Company will maintain
"disclosure controls and procedures" (as defined in Rule 13a-15(e) promulgated
under the Exchange Act) to ensure that material information relating to the
Company is made known to the Company's principal executive officer and the
Company's principal financial officer or persons performing similar functions
and shall otherwise comply in all material respects with all applicable
effective provisions of the Sarbanes-Oxley Act of 2002 and is actively taking
steps to ensure that it will be in compliance with other applicable provisions
of the Sarbanes-Oxley Act of 2002 upon the effectiveness of such provisions.

     3.19 ACCOUNTANTS. Until the earlier of five (5) years from the Effective
Date or until such earlier time upon which the Company is required to be
liquidated, the Company shall retain BDO or another registered independent
public accounting firm.

     3.20 CURRENT REPORT ON FORM 8-K. The Company shall, on the date hereof,
retain its independent public accountants to audit the financial statements of
the Company as of the Closing Date ("AUDITED FINANCIAL STATEMENTS") reflecting
the receipt by the Company of the proceeds of the initial public offering. As
soon as the Audited Financial Statements become available, the Company shall
promptly immediately file a Current Report on Form 8-K with the Commission,
which Current Report shall contain the Company's Audited Financial Statements.

     3.21 NASD. The Company shall advise the NASD if it is aware that any 5% or
greater stockholder of the Company becomes an affiliate or associated person of
an NASD member participating in the distribution of the Company's Public
Securities.

     3.22 CORPORATE PROCEEDINGS. All corporate proceedings and other legal
matters necessary to carry out the provisions of this Agreement and the
transactions contemplated hereby shall have been done to the reasonable
satisfaction to counsel to the Underwriters.

                                       19


     3.23 INVESTMENT COMPANY. The Company shall cause a portion of the proceeds
of the Offering to be held in the Trust Fund to be invested only as set forth in
the Trust Agreement and as disclosed in the Prospectus. The Company shall
otherwise conduct its business in a manner so that it will not become subject to
the Investment Company Act. Furthermore, once the Company consummates a Business
Combination, it shall be engaged in a business other than that of investing,
reinvesting, owning, holding or trading securities.

     3.24 BUSINESS COMBINATION ANNOUNCEMENT. Within five (5) business days
following the consummation by the Company of a Business Combination, the Company
shall cause an announcement ("BUSINESS COMBINATION ANNOUNCEMENT") to be placed,
at its sole cost and expense, in The Wall Street Journal, The New York Times and
a third publication to be selected by the Representative announcing the
consummation of the Business Combination and indicating that the Representative
was the managing underwriter in the Offering. The Company shall supply the
Representative with a draft of the Business Combination Announcement and provide
the Representative with a reasonable opportunity to comment thereon. The Company
will not place the Business Combination Announcement without the final approval
of the Representative, which approval will not be unreasonably withheld.

     3.25 COLORADO TRUST FILING. In the event the Securities are registered in
the State of Colorado, the Company will cause a Colorado Form ES to be filed
with the Commissioner of the State of Colorado no less than 10 days prior to the
distribution of the Trust Fund in connection with a Business Combination and
will do all things necessary to comply with Section 11-51-302 and Rule 51-3.4 of
the Colorado Securities Act.

4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the several
Underwriters to purchase and pay for the Class A Units, as provided herein,
shall be subject to the continuing accuracy of the representations and
warranties of the Company as of the date hereof and as of each of the Closing
Date and the Option Closing Date, if any, to the accuracy of the statements of
officers of the Company made pursuant to the provisions hereof and to the
performance by the Company of its obligations hereunder and to the following
conditions:

     4.1  REGULATORY MATTERS.

          4.1.1 EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement shall have become effective not later than 5:00 P.M., New York time,
on the date of this Agreement or such later date and time as shall be consented
to in writing by you, and, at each of the Closing Date and the Option Closing
Date, no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for the purpose shall have been
instituted or shall be pending or contemplated by the Commission and any request
on the part of the Commission for additional information shall have been
complied with to the reasonable satisfaction of Morrison & Foerster, counsel to
the Underwriters ("MORRISON & FOERSTER").

          4.1.2 NASD CLEARANCE. By the Effective Date, the Representative shall
have received clearance from the NASD as to the amount of compensation allowable
or payable to the Underwriters as described in the Registration Statement.

                                       20


          4.1.3 NO BLUE SKY STOP ORDERS. No order suspending the sale of the
Units in any jurisdiction designated by you pursuant to Section 3.3 hereof shall
have been issued on either on the Closing Date or the Option Closing Date, and
no proceedings for that purpose shall have been instituted or shall be
contemplated.

     4.2  COMPANY COUNSEL MATTERS.

          4.2.1 EFFECTIVE DATE OPINION OF COUNSEL. On each of the Closing Date
and Option Closing Date, the Representative shall have received the favorable
opinion of Willkie Farr & Gallagher LLP, counsel to the Company ("WILLKIE
FARR"), dated as of the Effective Date, addressed to the Representative and in
form and substance satisfactory to Morrison & Foerster to the effect that:

               (i) The Company is validly existing as a corporation and is in
good standing under the laws of its state of incorporation. The Company is duly
qualified and licensed and in good standing as a foreign corporation in each
jurisdiction in which its ownership or leasing of any properties or the
character of its operations requires such qualification or licensing, except
where the failure to qualify would not have a material adverse effect on the
assets, business or operations of the Company. The Company had the corporate
power to own, lease and operate its properties, to conduct its business as
described in the Prospectus and to perform its obligations under this Agreement.
To such counsel's knowledge, the Company is not in violation of any term or
provision of its Certificate of Incorporation or Amended and Restated Bylaws or
other governing instrument.

               (ii) Except as set forth in the financial statements set forth in
the Prospectus, the authorized, issued and outstanding capital stock of the
Company is as set forth in the Registration Statement and the Prospectus under
the caption "Capitalization" as of the dates stated therein; all of the issued
and outstanding securities of the Company have been duly authorized and validly
issued and are fully paid and non-assessable; the holders thereof 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 stockholder
of the Company arising by operation of law or under the Certificate of
Incorporation or Amended and Restated Bylaws of the Company. The offers and
sales of the outstanding securities of the Company were at all relevant times
either registered under the Act or exempt from such registration requirements.
The Company is not a party to or bound by any instrument, agreement or other
arrangement known to such counsel providing for the Company to issue any capital
stock, rights, warrants, options or other securities other than as described in
the Prospectus. The Registrable Class A Securities and the Class B Securities
conform in all material respects to the descriptions thereof contained in the
Registration Statement and the Prospectus. The form of certificate used to
evidence the Class A Common Stock and Class B Common Stock complies in all
material respects with all applicable statutory requirements, with any
applicable requirements of the Amended and Restated Certificate of Incorporation
or Amended and Restated Bylaws of the Company. Other than as set forth in the
Prospectus there are no persons with registration rights or other similar rights
to have any securities registered pursuant to the Registration Statement or
otherwise registered by the Company under the Act.

                                       21


               (iii) The Registrable Class A Securities and the Class B
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
Registrable Class A Securities and the Class B Securities are not and will not
be subject to the preemptive rights of any holders of any security of the
Company arising by operation of law or under the Amended and Restated
Certificate of Incorporation or Amended and Restated Bylaws of the Company. When
issued, the Representative's Purchase Option, the Representative's Warrants and
the Class A Warrants and Class B Warrants will constitute valid and binding
obligations of the Company to issue and sell, upon exercise thereof and payment
therefor, the number and type of securities of the Company called for thereby
and such Class A Warrants and Class B Warrants, the Representative's Purchase
Option, and the Representative's Warrants, when issued, in each case, are
enforceable against the Company in accordance with their respective terms,
except (a) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, (b) as
enforceability of any indemnification or contribution provision may be limited
under the federal and state securities or "blue sky" laws and (c) 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. The certificates
representing the Securities are in due and proper form.

               (iv) The Company has the corporate power and authority to enter
into and consummate the transactions contemplated by each of this Agreement, the
Class A Warrant Agreement, the Class B Warrant Agreement, the Trust Agreement,
the Insider Letters, the Lock-Up Agreements and the Escrow Agreement and each
such agreement has been duly and validly authorized and, when executed and
delivered by the Company, constitute, and the Representative's Purchase Option
has been duly and validly authorized by the Company and, when executed and
delivered, will constitute, the valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except (a) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, (b) as
enforceability of any indemnification or contribution provisions may be limited
under the federal and state securities or "blue sky" laws and (c) 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.

               (v) The execution, delivery and performance of this Agreement,
the Class A Warrant Agreement, the Class B Warrant Agreement, the
Representative's Purchase Option, the Insider Letters, the Lock-Up Agreements,
the Escrow Agreement, the Trust Agreement and the compliance by the Company with
the terms and provisions thereof and the consummation of the transactions
contemplated thereby, and the issuance and sale of the Registrable Class A
Securities and the Class B Securities, do not and will not, with or without the
giving of notice or the lapse of time, or both, (a) to such counsel's knowledge,
conflict with, or result in a breach of, any of the terms or provisions of, or
constitute a default under, or result in the creation or modification of any
lien, security interest, charge or encumbrance upon any of the properties or
assets of the Company pursuant to the terms of, any mortgage, deed of trust,
note, indenture, loan, contract, commitment or other agreement or instrument,
(b) result in any violation of the provisions of the Amended and Restated
Certificate of Incorporation or the

                                       22


Amended and Restated Bylaws of the Company or (c) to such counsel's knowledge,
violate any New York or federal statute or the Delaware General Corporation Law
or any judgment, order or decree, rule or regulation applicable to the Company
of any, New York or federal court other regulatory authority or other
governmental body having jurisdiction over the Company, its properties or
assets. No consent, approval, authorization or order, and no filing with, any
New York or federal court, regulatory body, government agency or other body
(other than such as have been effected under the Act and the Exchange Act and
such as may be required under blue sky or state securities laws or the rules of
the NASD in connection with the purchase and distribution of the Registrable
Class A Securities and the Class B Securities, as to which no opinion need be
rendered) is required in connection with the issuance of the Registrable Class A
Securities and the Class B Securities pursuant to the Prospectus and the
Registration Statement, the performance of this Agreement and the transactions
contemplated hereby.

               (vi) The Registration Statement and the Prospectus and any
post-effective amendments or supplements thereto prior to the date of the
opinion (other than the financial statements included therein, as to which no
opinion need be rendered) each as of their respective dates appeared on their
face to comply as to form in all material respects with the requirements of the
Act and Regulations. The Registrable Class A Securities and the Class B
Securities and all other securities issued or issuable by the Company conform in
all material respects to the description thereof contained in the Registration
Statement and the Prospectus. The descriptions in the Registration Statement and
in the Prospectus, insofar as such statements constitute a summary of contracts
or other documents referred to therein, fairly present in all material respects
the information required to be shown with respect to such contracts or other
documents, and such counsel does not know of any contracts or other documents
required to be described in the Prospectus that are not described in the
Registration Statement or the Prospectus or included as exhibits to the
Registration Statement, that are not described or included as required.

               (vii) The Registration Statement was declared effective under the
Act as of the date and time set forth in such opinion, the Prospectus was filed
with the Commission pursuant to Rule 424(b) under the Act on the date specified
in such opinion and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or threatened under the Act
or applicable state securities or blue sky laws. Any required filing of the
Prospectus and any supplement thereto pursuant to Rule 424(b) under the Act has
been made in the manner and within the time period required by Rule 424(b).

               (viii) To such counsel's knowledge, there is no action, suit or
proceeding before or by any court or governmental agency or body, domestic or
foreign, now pending, or threatened, against the Company that (a) is required to
be described in the Registration Statement or (b) questions the validity of the
capital stock of the Company, this Agreement or any action taken or to be taken
by the Company pursuant to or in connection with this Agreement.

               (ix) The statements in the Prospectus under the captions
"Description of Securities," "Shares Eligible for Future Sale" and "Certain
Transactions," and in the Registration Statement under Item 15 of Part II,
insofar as such statements constitute a summary of documents referred to therein
or matters of New York or federal law, are accurate in all

                                       23


material respects and accurately present the information with respect to such
documents and matters.

               (x) The Company is not and, immediately after giving effect to
the offering and sale of the Public Securities and the application of the
proceeds thereof as described in the Registration Statement and Prospectus, will
not be required to register as an "investment company," as defined in the
Investment Company Act of 1940, as amended.

         Such counsel shall also furnish the Representatives with a written
statement addressed to the Underwriters to the effect that such counsel has
participated in conferences with officers and other representatives of the
Company, the Representative, the Underwriters and the registered independent
public accounting firm of the Company, at which conferences the contents of the
Registration Statement and the Prospectus contained therein and related matters
were discussed and, although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement and the Prospectus contained
therein (except as otherwise set forth in the foregoing opinion), on the basis
of the foregoing without independent check and verification, no facts have come
to the attention of such counsel which lead them to believe that the
Registration Statement or any amendment thereto, at the time the Registration
Statement or amendment became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or the Prospectus or
any amendment or supplement thereto, at the time they were filed pursuant to
Rule 424(b) or at the date of such counsel's opinion, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statement therein, in light of the
circumstances under which they were made, not misleading (except that such
counsel need express no opinion with respect to the financial information and
statistical data and information included in the Registration Statement or the
Prospectus).

          4.2.2 CERTIFICATES OF GOOD STANDING. The Representative shall have
been furnished evidence in the usual written or electronic form from the
appropriate authorities of the several jurisdictions, or other evidence
satisfactory to the Representative, of the good standing and qualifications of
the Company.

          4.2.3 RELIANCE. In rendering such opinion, Willkie Farr may rely (i)
as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such
counsel deems proper and to the extent specified in such opinion, if at all,
upon an opinion or opinions (in form and substance reasonably satisfactory to
Morrison & Foerster of other counsel reasonably acceptable to Morrison &
Foerster familiar with the applicable laws, and (ii) as to matters of fact, to
the extent they deem proper, on certificates or other written statements of
officers of the Company and officers of departments of various jurisdictions
having custody of documents respecting the corporate existence or good standing
of the Company, provided that copies of any such statements or certificates
shall be delivered to the Underwriters' counsel if requested. The opinion of
Willkie Farr and any opinion relied upon by Willkie Farr shall include a
statement to the effect that it may be relied upon by Morrison & Foerster in its
opinion delivered to the Underwriters.

                                       24


     4.3 COLD COMFORT LETTER. At the time this Agreement is executed, and at
each of the Closing Date and the Option Closing Date, if any, you shall have
received a letter, addressed to the Representative and in form and substance
satisfactory in all respects (including the non-material nature of the changes
or decreases, if any, referred to in clause (iii) below) to you and to Morrison
& Foerster from BDO dated, respectively, as of the date of this Agreement and as
of the Closing Date and the Option Closing Date, if any:

          (i) Confirming that they are an independent registered public
accounting firm with respect to the Company within the meaning of the Act, the
applicable Regulations and the regulations adopted by the Public Company
Accounting Oversight Board (United States) ("PCAOB") and that they have 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;

          (ii) Stating that in their opinion the financial statements of the
Company included in the Registration Statement and Prospectus comply as to form
in all material respects with the applicable accounting requirements of the Act
and the published Regulations thereunder;

          (iii) Stating that, on the basis of a limited review which included a
reading of the latest available unaudited interim financial statements of the
Company (with an indication of the date of the latest available unaudited
interim financial statements), a reading of the latest available minutes of the
stockholders and board of directors and the various committees of the board of
directors, consultations with officers and other employees of the Company
responsible for financial and accounting matters and other specified procedures
and inquiries, nothing has come to their attention which would lead them to
believe that (a) the unaudited financial statements of the Company included in
the Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the Regulations or
are not fairly presented in conformity with United States generally accepted
accounting principles applied on a basis substantially consistent with that of
the audited financial statements of the Company included in the Registration
Statement, (b) at a date not later than five (5) days prior to the Effective
Date, Closing Date or Option Closing Date, as the case may be, there was any
change in the capital stock or long-term debt of the Company, or any decrease in
the stockholders' equity of the Company as compared with amounts shown in the
June 20, 2005 balance sheet included in the Registration Statement, other than
as set forth in or contemplated by the Registration Statement, or, if there was
any decrease, setting forth the amount of such decrease, and (c) during the
period from June 20, 2005 to a specified date not later than five (5) days prior
to the Effective Date, Closing Date or Option Closing Date, as the case may be,
there was any decrease in revenues, net earnings or net earnings per share of
Common Stock, in each case as compared with the corresponding period in the
preceding year and as compared with the corresponding period in the preceding
quarter, other than as set forth in or contemplated by the Registration
Statement, or, if there was any such decrease, setting forth the amount of such
decrease;

          (iv) Setting forth, at a date not later than five (5) days prior to
the Effective Date, the amount of liabilities of the Company (including a
break-down of commercial papers and notes payable to banks);

                                       25


          (v) Stating that they have compared specific dollar amounts, numbers
of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Prospectus in each case
to the extent that such amounts, numbers, percentages, statements and
information may be derived from the general accounting records, including work
sheets, of the Company and excluding any questions requiring an interpretation
by legal counsel, with the results obtained from the application of specified
readings, inquiries and other appropriate procedures (which procedures do not
constitute an examination in accordance with generally accepted auditing
standards) set forth in the letter and found them to be in agreement;

          (vi) Stating that they have not during the immediately preceding five
(5) year period brought to the attention of the Company's management any
reportable condition related to internal structure, design or operation as
defined in the Statement on Auditing Standards No. 60 "Communication of Internal
Control Structure Related Matters Noted in an Audit," in the Company's internal
controls; and

          (vii) Statements as to such other matters incident to the transaction
contemplated hereby as you may reasonably request.

     4.4  OFFICERS' CERTIFICATES.

          4.4.1 OFFICERS' CERTIFICATE. At each of the Closing Date and the
Option Closing Date, if any, the Representative shall have received a
certificate of the Company signed by the (x) Chairman or Vice Chairman of the
Board or the Chief Executive Officer and (y) Treasurer the Secretary or
Assistant Secretary of the Company, dated the Closing Date or the Option Closing
Date, as the case may be, to the effect that the Company has performed all
covenants and complied with all conditions required by this Agreement to be
performed or complied with by the Company prior to and as of the Closing Date,
or the Option Closing Date, as the case may be, and that the conditions set
forth in Section 4.5 hereof have been satisfied as of such date and that, as of
Closing Date and the Option Closing Date, as the case may be, the
representations and warranties of the Company set forth in Section 2 hereof are
true and correct. In addition, the Representative will have received such other
and further certificates of officers of the Company as the Representative may
reasonably request.

          4.4.2 SECRETARY'S CERTIFICATE. At each of the Closing Date and the
Option Closing Date, if any, the Representative shall have received a
certificate of the Company signed by the Secretary or Assistant Secretary of the
Company, dated the Closing Date or the Option Closing Date, as the case may be,
certifying (i) that the Amended and Restated Bylaws and Amended and Restated
Certificate of Incorporation of the Company are true and complete, have not been
modified and are in full force and effect, (ii) that the resolutions relating to
the public offering contemplated by this Agreement are in full force and effect
and have not been modified, (iii) all correspondence between the Company or its
counsel and the Commission and (iv) as to the incumbency of the officers of the
Company. The documents referred to in such certificate shall be attached to such
certificate.

     4.5 NO MATERIAL CHANGES. Prior to and on each of the Closing Date and the
Option Closing Date, if any, (i) there shall have been no material adverse
change or development

                                       26


involving a prospective material adverse change in the condition or prospects or
the business activities, financial or otherwise, of the Company from the latest
dates as of which such condition is set forth in the Registration Statement and
Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have
been pending or threatened against the Company or any Initial Stockholder before
or by any court or federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially
adversely affect the business, operations, prospects or financial condition or
income of the Company, except as set forth in the Registration Statement and
Prospectus, (iii) no stop order shall have been issued under the Act and no
proceedings therefor shall have been initiated or threatened by the Commission
and (iv) the Registration Statement and the Prospectus and any amendments or
supplements thereto shall contain all material statements which are required to
be stated therein in accordance with the Act and the Regulations and shall
conform in all material respects to the requirements of the Act and the
Regulations, and neither the Registration Statement nor the Prospectus nor any
amendment or supplement thereto shall contain any 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.

     4.6  DELIVERY OF AGREEMENTS.

          4.6.1 EFFECTIVE DATE DELIVERIES. On the Effective Date, the Company
shall have delivered to the Representative executed copies of the Escrow
Agreement, the Trust Agreement, the Warrant Agreement and all of the Insider
Letters and Lock-Up Agreements.

          4.6.2 CLOSING DATE DELIVERIES. On the Closing Date, and the Option
Closing Date, as the case may be, the Company shall have delivered to the
Representative executed copies of the applicable Representative's Purchase
Option.

     4.7 OPINION OF COUNSEL FOR THE UNDERWRITERS. All proceedings taken in
connection with the authorization, issuance or sale of the Securities as herein
contemplated shall be reasonably satisfactory in form and substance to you and
to Morrison & Foerster and you shall have received from such counsel a favorable
opinion, dated the Closing Date and the Option Closing Date, if any, with
respect to such of these proceedings as you may reasonably require. On or prior
to the Effective Date, the Closing Date and the Option Closing Date, as the case
may be, counsel for the Underwriters shall have been furnished such documents,
certificates and opinions as they may reasonably require for the purpose of
enabling them to review or pass upon the matters referred to in this Section
4.7, or in order to evidence the accuracy, completeness or satisfaction of any
of the representations, warranties or conditions herein contained.

5.   INDEMNIFICATION.

     5.1  INDEMNIFICATION OF UNDERWRITERS.

          5.1.1 GENERAL. Subject to the terms and conditions set forth below,
the Company agrees to indemnify and hold harmless each of the Underwriters, and
each dealer selected by you that participates in the offer and sale of the
Securities (each a "SELECTED DEALER") and each of their respective directors,
officers and employees and each person, if any, who

                                       27


controls any such Underwriter or Selected Dealer ("CONTROLLING PERSON") within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against any and all loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, whether arising out of any
action between any of the Underwriters and the Company or between any of the
Underwriters and any third party or otherwise) to which they or any of them may
become subject under the Act, the Exchange Act or any other statute or at common
law or otherwise or under the laws of foreign countries, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in: (i) any Preliminary Prospectus, the Registration Statement or the
Prospectus (as from time to time each may be amended and supplemented); (ii) in
any post-effective amendment or amendments or any new registration statement and
prospectus in which is included securities of the Company issued or issuable
upon exercise of the Representative's Purchase Option; or (iii) any application
or other document or written communication (in this Section 5 collectively
called "APPLICATION") executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Securities
under the securities laws thereof or filed with the Commission, any state
securities commission or agency, Nasdaq or any securities exchange; or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company with respect to an Underwriter by or on behalf of such
Underwriter expressly for use in any Preliminary Prospectus, the Registration
Statement or Prospectus, or any amendment or supplement thereof, or in any
application, as the case may be. With respect to any untrue statement or
omission or alleged untrue statement or omission made in the Preliminary
Prospectus, the indemnity agreement contained in this paragraph shall not inure
to the benefit of any Underwriter to the extent that any loss, liability, claim,
damage or expense of such Underwriter results from the fact that a copy of the
Prospectus was not given or sent to the person asserting any such loss,
liability, claim or damage at or prior to the written confirmation of sale of
the Securities to such person as required by the Act and the Regulations, and if
the untrue statement or omission has been corrected in the Prospectus, unless
such failure to deliver the Prospectus was a result of non-compliance by the
Company with its obligations under Section 3.4 in a timely manner and prior to
the delivery of such Prospectus. The Company agrees promptly to notify the
Representative of the commencement of any litigation or proceedings against the
Company or any of its officers, directors or controlling persons in connection
with the issue and sale of the Registrable Class A Securities and the Class B
Securities or in connection with the Registration Statement or Prospectus.

          5.1.2 PROCEDURE. If any action is brought against an Underwriter, a
Selected Dealer or a controlling person in respect of which indemnity may be
sought against the Company pursuant to Section 5.1.1, such Underwriter or
Selected Dealer shall promptly notify the Company in writing of the institution
of such action and the Company shall assume the defense of such action,
including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter or Selected Dealer, as the case may be) and payment of
actual expenses. Such Underwriter, Selected Dealer or controlling person shall
have the right to employ its or their own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of such Underwriter,
Selected Dealer or controlling person unless (i) the

                                    28



employment of such counsel at the expense of the Company shall have been
authorized in writing by the Company in connection with the defense of such
action, (ii) the Company shall not have employed counsel to take charge of the
defense of such action or (iii) such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to the Company (in which
case the Company shall not have the right to direct the defense of such action
on behalf of the indemnified party or parties), in any of which events the
reasonable fees and expenses of not more than one additional firm of attorneys
selected by all of the Underwriters, Selected Dealers and/or controlling persons
shall be borne by the Company. Notwithstanding anything to the contrary
contained herein, if the Underwriter, Selected Dealer or controlling person
shall assume the defense of such action as provided above, the Company shall
have the right to approve the terms of any settlement of such action which
approval shall not be unreasonably withheld, conditional or delayed. The
indemnification provided for in this Section 5.1 shall not be available to any
party who shall fail to give notice as provided in this Section 5.1.2 if the
Company was unaware of the proceeding to which such notice would have related
and was actually prejudiced by the failure to give such notice; provided,
however, that indemnification shall only be limited to the extent of such
prejudice; provided, further, that, the omission so to notify the Company will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 5.1. The Company shall not without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceedings.

     5.2 INDEMNIFICATION OF THE COMPANY. Each Underwriter, severally and not
jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to the several Underwriters, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Registration Statement or Prospectus or
any amendment or supplement thereto or in any application, in reliance upon, and
in strict conformity with, written information furnished to the Company with
respect to such Underwriter by or on behalf of the Underwriter expressly for use
in such Preliminary Prospectus, the Registration Statement or Prospectus or any
amendment or supplement thereto or in any such application; provided, that no
Underwriter shall be liable under this Section 5.2 for an amount in excess of
the underwriting discount applicable on the Class A Units purchased by such
Underwriter herewith. In case any action shall be brought against the Company or
any other person so indemnified based on any Preliminary Prospectus, the
Registration Statement or Prospectus or any amendment or supplement thereto or
any application, and in respect of which indemnity may be sought against any
Underwriter, such Underwriter shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the
rights and duties given to the several Underwriters by the provisions of Section
5.1.2.

                                       29


     5.3  CONTRIBUTION.

          5.3.1 CONTRIBUTION RIGHTS. In order to provide for just and equitable
contribution under the Act in any case in which (i) any person entitled to
indemnification under this Section 5 makes claim for indemnification pursuant
hereto but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 5 provides for
indemnification in such case, or (ii) contribution under the Act, the Exchange
Act or otherwise may be required on the part of any such person in circumstances
for which indemnification is provided under this Section 5, then, and in each
such case, the Company, the Underwriters and the Selected Dealers shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by the Company, the
Underwriters and the Selected Dealers, as incurred, in such proportions that the
Underwriters are responsible for that portion represented by the percentage that
the underwriting discount appearing on the cover page of the Prospectus bears to
the initial offering price appearing thereon and the Company is responsible for
the balance; provided, that no person guilty of a fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no
Underwriter shall be required to contribute any amount in excess of the
underwriting discount applicable to the Units to be purchased by such
Underwriter hereunder. For purposes of this Section, each director, officer and
employee of an Underwriter or the Company, as applicable, and each person, if
any, who controls an Underwriter or the Company, as applicable, within the
meaning of Section 15 of the Act shall have the same rights to contribution as
the Underwriters or the Company, as applicable.

          5.3.2 CONTRIBUTION PROCEDURE. Within 15 days after receipt by any
party to this Agreement (or its representative) of notice of the commencement of
any action, suit or proceeding, such party will, if a claim for contribution in
respect thereof is to be made against another party ("CONTRIBUTING PARTY"),
notify the contributing party of the commencement thereof, but the omission to
so notify the contributing party will not relieve it from any liability which it
may have to any other party other than for contribution hereunder. In case any
such action, suit or proceeding is brought against any party, and such party
notifies a contributing party or its representative of the commencement thereof
within the aforesaid 15 days, the contributing party will be entitled to
participate therein with the notifying party and any other contributing party
similarly notified. Any such contributing party shall not be liable to any party
seeking contribution on account of any settlement of any claim, action or
proceeding effected by such party seeking contribution on account of any
settlement of any claim, action or proceeding effected by such party seeking
contribution without the written consent of such contributing party. The
contribution provisions contained in this Section are intended to supersede, to
the extent permitted by law, any right to contribution under the Act, the
Exchange Act or otherwise available. The Underwriters' obligations to contribute
pursuant to this Section 5.3 are several and not joint.

                                       30


6. DEFAULT BY AN UNDERWRITER.

     6.1 DEFAULT NOT EXCEEDING 10% OF FIRM UNITS OR OPTION UNITS. If any
Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Units or the Option Units, if the over-allotment option is
exercised hereunder and if the number of the Firm Units or Option Units with
respect to which such default relates does not exceed in the aggregate 10% of
the number of Firm Units or Option Units that all Underwriters have agreed to
purchase hereunder, then such Firm Units or Option Units to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to
their respective commitments hereunder.

     6.2 DEFAULT EXCEEDING 10% OF FIRM UNITS OR OPTION UNITS. In the event that
the default addressed in Section 6.1 above relates to more than 10% of the Firm
Units or Option Units, MCF may in its sole discretion arrange for itself or for
another party or parties to purchase such Firm Units or Option Units to which
such default relates on the terms contained herein. If within one business day
after such default relating to more than 10% of the Firm Units or Option Units
MCF does not arrange for the purchase of such Firm Units or Option Units, then
the Company shall be entitled to a further period of one business day within
which to procure another party or parties satisfactory to MCF to purchase said
Firm Units or Option Units on such terms. In the event that neither MCF nor the
Company arrange for the purchase of the Firm Units or Option Units to which a
default relates as provided in this Section 6, this Agreement shall be
terminated by MCF or the Company without liability on the part of the Company
(except as provided in Sections 3.13 and 5 hereof) or the several Underwriters
(except as provided in Section 5 hereof); provided, however, that if such
default occurs with respect to the Option Units, this Agreement will not
terminate as to the Firm Units; provided, further, that nothing herein shall
relieve a defaulting Underwriter of its liability, if any, to the other several
Underwriters and to the Company for damages occasioned by its default hereunder.

     6.3 POSTPONEMENT OF CLOSING DATE. In the event that the Firm Units or
Option Units to which the default relates are to be purchased by the
non-defaulting Underwriters, or are to be purchased by another party or parties
as aforesaid, you or the Company shall have the right to postpone the Closing
Date or Option Closing Date for a reasonable period, but not in any event
exceeding five (5) business days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus or in
any other documents and arrangements, and the Company agrees to file promptly
any amendment to the Registration Statement or the Prospectus that in the
opinion of counsel for the Underwriters may thereby be made necessary. The term
"UNDERWRITER" as used in this Agreement shall include any party substituted
under this Section 6 with like effect as if it had originally been a party to
this Agreement with respect to such Firm Units or Option Units.

7.   ADDITIONAL COVENANTS.

     7.1 ADDITIONAL SHARES OR OPTIONS. The Company hereby agrees that until the
consummation of a Business Combination, it shall not issue any shares of Common
Stock or any options or other securities convertible into Common Stock, or any
shares of Preferred Stock which participate in any manner in the Trust Fund or
which vote as a class with the Common Stock on a Business Combination.

                                       31


     7.2 TRUST FUND WAIVER ACKNOWLEDGMENT. The Company hereby agrees that it
will not commence its due diligence investigation of any operating business
which the Company seeks to acquire ("TARGET BUSINESS") or obtain the services of
any vendor or other third party unless and until such Target Business, vendor
acknowledges in writing, whether through a letter of intent, memorandum of
understanding or other similar document (and subsequently acknowledges the same
in any definitive document replacing any of the foregoing), that (a) it has read
the Prospectus and understands that the Company has established the Trust Fund,
initially in an amount of $64,820,000 (without giving effect to any exercise of
the Over-allotment Option) for the benefit of the Public Stockholders and that
the Company may disburse monies from the Trust Fund only (i) to the Public
Stockholders in the event they elect to convert their IPO Shares (as defined
below in Section 7.6), (ii) to the Public Stockholders upon the liquidation of
the Company if the Company fails to consummate a Business Combination or (iii)
to the Company after, or concurrently with, the consummation of a Business
Combination and (b) for and in consideration of the Company (1) agreeing to
evaluate such Target Business for purposes of consummating a Business
Combination with it or (2) agreeing to engage the services of the vendor or
other third party, as the case may be, such Target Business, vendor or other
third party agrees that it does not have any right, title, interest or claim of
any kind in or to any monies in the Trust Fund ("CLAIM") and waives any Claim it
may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the
Trust Fund for any reason whatsoever.

     7.3 INSIDER LETTERS; LOCK-UP AGREEMENTS; WARRANT PURCHASE LETTERS. The
Company shall not take any action or omit to take any action that would cause a
breach of any of the Insider Letters executed between each Initial Stockholder
and MCF, any of the Lock-Up Agreements executed between each Initial Stockholder
and MCF or any of the Warrant Purchase Letters executed between each Initial
Stockholder and MCF, and will not allow any amendments to, or waivers in whole
or in part of, such Insider Letters or Lock-Up Agreements without the prior
written consent of MCF.

     7.4 CERTIFICATE OF INCORPORATION AND BYLAWS. The Company shall not take any
action or omit to take any action that would cause the Company to be in breach
or violation of its Amended and Restated Certificate of Incorporation or Amended
and Restated Bylaws. Prior to the consummation of a Business Combination, the
Company will not amend its Certificate of Incorporation without the prior
written consent of MCF.

     7.5 BLUE SKY REQUIREMENTS. The Company shall provide counsel to the
Representative with 10 copies of all proxy information and all related material
filed with the Commission in connection with a Business Combination concurrently
with such filing with the Commission. In addition, the Company shall furnish any
other state in which its initial public offering was registered, such
information as may be requested by such state.

     7.6 ACQUISITION/LIQUIDATION PROCEDURE. The Company agrees: (i) that, prior
to the consummation of any Business Combination, it will submit such transaction
to the Company's stockholders for their approval ("BUSINESS COMBINATION VOTE")
even if the nature of the acquisition is such as would not ordinarily require
stockholder approval under applicable state law; and (ii) that, in the event
that the Company does not effect a Business Combination within 18 months from
the consummation of this Offering (subject to extension for an additional
six-

                                       32


month period, as described in the Prospectus), the Company will be liquidated
and will distribute to all holders of the Shares of Common Stock issued in
connection with this Offering (the "IPO SHARES") an aggregate sum equal to the
Company's "LIQUIDATION VALUE." The Company's "LIQUIDATION VALUE" shall mean the
Company's book value, as determined by the Company and approved by BDO. In no
event, however, will the Company's Liquidation Value be less than the Trust
Fund, inclusive of any net interest income thereon. Only holders of IPO Shares
shall be entitled to receive liquidating distributions and the Company shall pay
no liquidating distributions with respect to any other shares of capital stock
of the Company. With respect to the Business Combination Vote, the Company shall
cause all of the Initial Stockholders to vote the shares of Common Stock owned
by them immediately prior to this Offering in accordance with the vote of the
holders of a majority of the IPO Shares present, in person or by proxy, at a
meeting of the Company's stockholders called for such purpose. At the time the
Company seeks approval of any potential Business Combination, the Company will
offer each holder of IPO Shares the right to convert their IPO Shares at a per
share price ("CONVERSION PRICE") equal to the amount in the Trust Fund
(inclusive of any interest income therein) calculated as of two business days
prior to the consummation of the proposed Business Combination divided by the
total number of IPO Shares. If holders of less than 20% in interest of the
Company's IPO Shares elect to convert their IPO Shares, the Company may, but
will not be required to, proceed with such Business Combination. If the Company
elects to so proceed, it will convert shares, based upon the Conversion Price,
from those holders of IPO Shares who affirmatively requested such conversion and
who voted against the Business Combination. Only holders of IPO Shares shall be
entitled to receive distributions from the Trust and the Company shall pay no
distributions with respect to any other Shares of capital Stock of the Company.
If holders of 20% or more in interest of the IPO Shares who vote against
approval of any potential Business Combination elect to convert their IPO
Shares, the Company will not proceed with such Business Combination and will not
convert such shares.

     7.7 RULE 419. The Company agrees that it will use its best efforts to
prevent the Company from becoming subject to Rule 419 under the Act prior to the
consummation of any Business Combination, including but not limited to using its
best efforts to prevent any of the Company's outstanding securities from being
deemed to be a "PENNY STOCK" as defined in Rule 3a-51-1 promulgated under the
Exchange Act during such period.

     7.8 AFFILIATED TRANSACTIONS. The Company shall cause each of the Initial
Stockholders to agree that, in order to minimize potential conflicts of interest
which may arise from multiple affiliations, the Initial Stockholders will
present to the Company for its consideration, prior to presentation to any other
person or company, any suitable opportunity to acquire a Target Business, until
the earlier of the consummation by the Company of a Business Combination, the
distribution of the Company or with respect to any individual Initial
Stockholder, until such time as such Initial Stockholders ceases to be an
officer or director of the Company, subject to any pre-existing fiduciary or
contractual obligations the Initial Stockholders might have.

     7.9 TARGET NET ASSETS. The Company agrees that the initial Target Business
that it acquires must have a fair market value equal to at least [80% of the
Company's net assets (all of the Company's assets, including the funds held in
the Trust Fund, less the Company's liabilities) at the time of such acquisition.
The fair market value of such business must be determined by

                                       33


the independent Board of Directors of the Company based upon standards generally
accepted by the financial community, such as actual and potential sales,
earnings and cash flow and book value. If the Board of Directors of the Company
is not able to independently determine that the target business has a fair
market value of at least 80% of the Company's net assets at the time of such
acquisition, the Company will obtain an opinion from an unaffiliated,
independent investment banking firm which is a member of the NASD with respect
to the satisfaction of such criteria. The Company is not required to obtain an
opinion from an investment banking firm as to the fair market value if the
Company's Board of Directors independently determines that the Target Business
does have sufficient fair market value.

8.   REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. Except as the context
otherwise requires, all representations, warranties and agreements contained in
this Agreement shall be deemed to be representations, warranties and agreements
at the Closing Date or Option Closing Date and such representations, warranties
and agreements of the Underwriters and Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
Underwriter, the Company or any controlling person, and shall survive
termination of this Agreement or the issuance and delivery of the Securities to
the several Underwriters.

9.   EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION THEREOF.

     9.1 EFFECTIVE DATE. This Agreement shall become effective as of the date
hereof and shall remain effective for a six (6) month period.

     9.2 TERMINATION. Either party to this Agreement shall have the right to
terminate this Agreement at any time upon 30 days' prior written notice to the
other party.

     9.3 EXPENSES. In the event that this Agreement shall not be carried out for
any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the obligations of the Company to pay the
out of pocket expenses related to the transactions contemplated herein shall be
governed by Section 3.13.

     9.4 INDEMNIFICATION. Notwithstanding any contrary provision contained in
this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of
Section 5 shall not be in any way effected by, such election or termination or
failure to carry out the terms of this Agreement or any part hereof.

10.  MISCELLANEOUS.

     10.1 NO FIDUCIARY DUTY. The Company acknowledges and agrees that the
Representative, the Underwriters and their respective controlling persons are
acting solely in the capacity of an arm's length contractual counterparty to the
Company with respect to the Offering (including, but not limited to, in
connection with determining the terms of the Offering) and not as a financial
advisor or agent of the Company. The Company further acknowledges and agrees
that neither the Representative, the Underwriters nor their respective
controlling persons shall have any fiduciary or advisory duty to the Company or
any of its controlling persons arising out of, or in connection with, this
Agreement or the Offering.

                                       34


     10.2 NOTICES. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and shall be mailed, delivered or
telecopied and confirmed and shall be deemed given when so delivered or
telecopied and confirmed or if mailed, two (2) days after such mailing.

If to the Representative:

         Merriman Curhan Ford & Co.
         600 California Street, 9th Floor
         San Francisco, California  94108
         Fax: (415) 248-5692
         Attn:
                ----------------------------

Copy to:

         Morrison & Foerster LLP
         1290 Avenue of the Americas
         New York, New York  10104
         Fax:  (212) 468-7900
         Attn:  James R. Tanenbaum, Esq.

If to the Company:

         DG Acquisition Corp.
         420 Lexington Avenue
         Suite 2650
         New York, New York 10170
         Fax:  (212) 370-0261
         Attn:  Mark R. Graham

Copy to:

         Willkie Farr & Gallagher LLP
         787 Seventh Avenue
         New York, New York 10019-6059
         Fax:  (212) 728-8111
         Attn:  William N. Dye, Esq.

If to DGA:

         DG Acquisition LLC.
         c/o DG Acquisition Corp.
         420 Lexington Avenue
         Suite 2650
         New York, New York 10170
         Fax:  (212) 370-0261
         Attn:  Mark R. Graham

                                       35


Copy to:

         Willkie Farr & Gallagher LLP
         787 Seventh Avenue
         New York, New York 10019-6059
         Fax:  (212) 728-8111
         Attn:  William N. Dye, Esq.

     10.3 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

     10.4 AMENDMENT. This Agreement may only be amended by a written instrument
executed by each of the parties hereto.

     10.5 ENTIRE AGREEMENT. This Agreement (together with the other agreements
and documents being delivered pursuant to or in connection with this Agreement)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and thereof, and supersede all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     10.6 BINDING EFFECT. This Agreement shall inure solely to the benefit of
and shall be binding upon the Representative, the Underwriters, the Company and
the controlling persons, directors and officers referred to in Section 5 hereof,
and their respective successors, legal representatives and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions
herein contained.

     10.7 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of
California of the United States of America located in City and County of San
Francisco and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in this Section 10. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company agrees that the
prevailing party(ies) in any such action shall be entitled to recover from the
other party(ies) all of its reasonable attorneys' fees and expenses relating to
such action or proceeding and/or incurred in connection with the preparation
therefor.

     10.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be

                                       36


deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more counterparts
has been signed by each of the parties hereto and delivered to each of the other
parties hereto.

     10.9 WAIVER, ETC. The failure of any of the parties hereto to at any time
enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of
this Agreement or any provision hereof or the right of any of the parties hereto
to thereafter enforce each and every provision of this Agreement. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this
Agreement shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is
sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.

                                       37



     If the foregoing correctly sets forth the understanding between the
Underwriters and the Company, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement between
us.


                                       Very truly yours,


                                       DG ACQUISITION CORP.



                                       By:
                                            ------------------------------------
                                            Name:    Mark R. Graham
                                            Title:   Co-Chief Executive Officer



Accepted on the date first above written.

MERRIMAN CURHAN FORD & CO.


By:
     ---------------------------------------------
     Name:
     Title:

DG ACQUISITION LLC


By:
     ---------------------------------------------
     Name:
     Title:





                                   SCHEDULE I


                              DG ACQUISITION CORP.

                             8,875,000 CLASS A UNITS

Underwriter                                Number of Firm Units to be Purchased

Merriman Curhan Ford & Co.                 8,875,000