EXHIBIT 10.1

                                                                October 12, 2007


Great Point Partners LLC
165 Mason Street, 3rd Floor
Greenwich, CT 06830

Dear Sirs:

         By this letter  agreement  (this  "Agreement"),  for good and  valuable
consideration, subject to the terms and conditions set forth herein, each of the
undersigned  severally  and not  jointly  grants you (which  term as used herein
shall mean the  addressee and any  affiliated  funds) an option to acquire up to
the number of shares of Common  Stock,  par value  $.0001 per share (the "Common
Stock") of HAPC,  Inc. (the  "Company") set forth below the  undersigned's  name
below, for an aggregate purchase price of $1.00 (the "Options").

CONDITIONS PRECEDENT TO EXERCISE OF OPTIONS

         You shall be entitled to exercise the Options upon the  satisfaction of
each of the following conditions:

         (i)      On October  12,  2007,  you shall have placed a buy order (the
                  "Buy  Order")  with FTN Midwest  Securities  Corp.  ("FTN") or
                  Broadband  Capital  Management LLC to purchase up to 3,000,000
                  shares  of the  Company's  Common  Stock at a price of no more
                  than $5.97 per share and keep such order open for four trading
                  days.

         (ii)     The  Company's  acquisition  of  InfuSystem,   Inc.  shall  be
                  approved by the requisite  vote of the holders of Common Stock
                  and such acquisition shall be consummated.

         (iii)    The  representations  and  warranties  set forth  below  under
                  "Optionee's  Representations and Warranties" shall be true and
                  correct in all material respects.

<PAGE>

EXERCISE OF OPTION

         The Options may be exercised in whole, but not in part, for a number of
shares  of  Common  Stock  equal to (A) the sum of (i) the  number  of shares of
Common Stock purchased pursuant to the Buy Order (whether or not you receive the
proxy  materials with respect to such shares in sufficient time to enable you to
vote such  shares at the  Company's  special  annual  meeting  that  convened on
September 26, 2007 and currently  adjourned until October 19, 2007 (as it may be
further adjourned,  the "Annual Meeting")) (the "Purchased  Shares"),  less (ii)
the number of such  Purchased  Shares,  if any,  with  respect to which you vote
against the Company's  acquisition  of InfuSystem,  Inc. at the Annual  Meeting,
times (B) 0.5. on any day after the  conditions  precedent  set forth above have
been  satisfied.  In order to exercise the Options,  you shall  deliver  written
notice to the undersigned c/o FTN Midwest  Securities Corp., 350 Madison Avenue,
New York, NY 10017,  Attn: Scott Chesky,  setting forth the number of Options to
be exercised and the proposed  closing date (the "Closing  Date") which shall be
at least three  business  days  subsequent  to the date of such notice.  On such
Closing Date, the undersigned shall deliver to you certificates representing the
shares of Common Stock subject to the Options,  together with appropriate  stock
transfer  forms and you  shall  deliver  full  payment  for such  shares by such
payment means as may be agreed.  The  undersigned  shall be responsible  for all
transfer taxes payable in connection with the exercise of the Options.

         In the event the  number of  shares  of  Common  Stock  subject  to the
Options is less than 1,500,000, the shares subject to the Options of each of the
undersigned  shall be  reduced  pro  rata.  In no event,  however,  shall you be
entitled  to  receive  more than  1,500,000  shares of  Common  Stock  upon your
exercise of the Options.

         The  obligations  of the  undersigned  to you under this  Agreement are
several  and not  joint.  In the event one or more of the  undersigned  fails to
deliver to you  certificates  representing  the appropriate  number of shares of
Common Stock subject to the Options,  together with  appropriate  stock transfer
forms, upon the Closing Date, none of the other undersigned parties hereto shall
be in any way be responsible for or liable to you for such default hereunder.

REGISTRATION RIGHTS

         By this  Agreement,  each of the  undersigned  hereby  assigns  to you,
effective as of the Closing Date, all of  undersigned's  rights  pursuant to the
Registration Rights Agreement, dated as of April 11, 2006 with the Company, with
respect to the shares of Common  Stock to be  purchased  by you  pursuant to the
Options.

         Each of the  undersigned  undertakes to cause the  Registration  Rights
Agreement to be amended no later than October 17, 2007 to provide that:

         (i)      you shall be a named party  thereto and both the Common  Stock
                  acquired by you  pursuant to the Options,  the  warrants  (the
                  "Warrants')  and the Common  Stock to be  acquired by you upon
                  the  exercise  of  the  warrants  transferred  to  you  by FTN
                  pursuant to your agreement with FTN dated the date hereof (the
                  "Warrant Shares") shall be Registrable Securities thereunder;


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<PAGE>

         (ii)     you  shall be  entitled  to one  demand  right,  which  may be
                  exercised  at any time  immediately  after the exercise of the
                  Options  with  respect  to the  registration  of the shares of
                  Common Stock  subject to the Options,  and to one demand right
                  with  respect  to the  registration  of the  Warrants  and the
                  Warrant Shares;

         (iii)    notwithstanding  the fact  that  you own less  than 50% of the
                  Registrable Securities, the Company shall be required to honor
                  your demand rights with respect to Registrable Securities;

         (iv)     the Company will use its  commercially  reasonable  efforts to
                  have each registration statement filed pursuant to your demand
                  declared  effective  within  90  days  of the  demand,  if not
                  reviewed by the U.S.  Securities and Exchange  Commission (the
                  "SEC") or  within  180 days of the  demand  (in the event of a
                  full review by the SEC);

         (v)      you shall have priority over the  undersigned  with respect to
                  any underwriter cutbacks;

         (vi)     the  Company  will  keep  each  registration  statement  filed
                  pursuant to your demand effective for 3 years; and

         (vii)    provide for any other amendments  thereto  necessary to effect
                  the intent of the foregoing.

REPRESENTATIONS AND WARRANTIES

         Each of the  undersigned,  severally  and not jointly,  represents  and
warrants  to you as of the  date of this  Agreement  and the  Closing  Date  the
following:

         (i)      On the date hereof (except in the case of Messrs. McDevitt and
                  Lavecchia) each of the undersigned is, and on the Closing Date
                  each of the  undersigned  will be, the  record and  beneficial
                  owner  of and has or will  have  good and  valid  title to the
                  shares of Common Stock  subject to the Option,  free and clear
                  of any and liens, claims or encumbrances;  or the like; except
                  with respect to the rights granted under this  Agreement,  the
                  undersigned  is not a party to, and the shares of Common Stock
                  subject to the Option are not subject to, any option, warrant,
                  contract,   call,   pledge,   put,  right  of  first  refusal,
                  tag-along,   drag-along  or  other   agreement  or  commitment
                  providing for or relating to the disposition or acquisition of
                  the Common Stock subject to the Option;

         (ii)     Each of the undersigned has the right,  power and authority to
                  enter into this  Agreement,  and on the Closing Date each will
                  have the right,  power and authority  and to sell,  assign and
                  transfer the shares of Common Stock subject to the Option;


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<PAGE>

         (iii)    the entry into this Agreement and the sale of the Common Stock
                  subject  to the  Option  do not (A)  conflict  with,  violate,
                  result in any breach  of, or  constitute  a default  under any
                  contract or agreement to which the  undersigned  is a party or
                  to which the shares of Common Stock  subject to the Option are
                  subject to, or (B) violate any law, order,  decree,  judgment,
                  injunction or other action; and

         (iv)     the  shares of Common  Stock  subject  to the  Option  are not
                  subject to any  voting  agreements,  voting  trusts or similar
                  arrangements.

Additionally,  each of the  undersigned  hereby  acknowledges  to you that he is
sophisticated and knowledgeable with respect to the transactions contemplated by
this  Agreement  and has such  information  as he deems  appropriate  under  the
circumstances   to  make  an  informed   decision   regarding  the  transactions
contemplated  by this Agreement.  Each of the undersigned  hereby agrees that he
has  made  his  own  independent   analysis  and  decision  to  enter  into  the
transactions  contemplated by this Agreement,  based on such information as each
of the undersigned has deemed appropriate under the  circumstances,  and without
reliance on you (except for reliance on any express  representation  made by you
in this Agreement).

LOCK-UP AGREEMENT

         Concurrently with the execution and delivery hereof,  Sean McDevitt has
delivered  to you a  lock-up  agreement  duly  executed  by  him.  Such  lock-up
agreement,  however,  shall not become  effective  until the Closing  Date.  Mr.
McDevitt further represents and warrants to you that he has all requisite right,
authority  and  power to  execute  such  lock-up  agreement  and  that  upon its
effectiveness  such agreement will be a valid and binding agreement  enforceable
against him in accordance  with its terms,  except as enforcement may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditor's rights in general and by general principles of equity.

BOARD REPRESENTATION AGREEMENT

         Concurrently  with the execution and delivery  hereof,  the undersigned
has  delivered  to you an agreement  of the Company  providing  you the right to
designate  one nominee for the Board of Directors  of the  Company,  and to have
observation rights prior to such designation. Such agreement, however, shall not
become effective until the Closing Date.

OPTIONEE'S REPRESENTATIONS AND WARRANTIES

         You hereby represent and warrant to each of the undersigned as follows:

         (i) You are an  "accredited  investor"  within the  meaning of Rule 501
under the Securities Act of 1933, as amended (the "Securities Act").

         (ii) You  understand  and  acknowledge  that the Options and the Common
Stock  underlying the Options have not been registered  under the Securities Act
or the  securities  laws of any state of the United States and are being offered
only in a transaction not involving any public


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<PAGE>

offering pursuant to exemptions from registration for transactions not involving
any public  offering in the United States  within the meaning of the  Securities
Act and in  compliance  with  applicable  local  laws and  regulations,  and are
therefore  "restricted  securities"  within  the  meaning  of Rule 144 under the
Securities Act.

         (iii) The Options and the Common Stock underlying the Options are being
purchased for your own  investment  and you have not offered or sold any portion
of the Options being acquired, nor do you have any present intention of selling,
distributing  or otherwise  disposing of the Options or Common Stock  underlying
the Options,  either  currently or after the passage of a fixed or  determinable
period of time or upon the  occurrence  or  nonoccurrence  of any  predetermined
event or circumstance in violation of the Securities Act.

         (iv) In the normal course of your  business,  you invest in or purchase
securities  similar to the Options and the Common Stock  underlying  the Options
and have such  knowledge and  experience in financial and business  matters that
you are capable of evaluating the merits and risks of investing in the Options.

         (v) You are aware that you may be required to bear the economic risk of
an  investment  in the Common  Stock  underlying  the Options for an  indefinite
period of time and you are able to bear such risk for an indefinite period.

         (vi) You  understand  and agree that the  certificates  evidencing  the
Common  Stock  underlying  the  Options  will,  unless  otherwise  agreed by the
Company, bear a legend substantially to the following effect:

"THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE US  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT")  OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED,  SOLD,
PLEDGED  OR  OTHERWISE   TRANSFERRED   EXCEPT  IN  A  TRANSACTION   MEETING  THE
REQUIREMENTS  OF RULE 144 UNDER THE  SECURITIES  ACT,  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AS EVIDENCED
BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE STATE AND OTHER SECURITIES LAWS."

VOTING INTENT

         You hereby  represent and warrant to each of the undersigned that it is
your present  intention,  as of the date hereof,  to vote, or cause to be voted,
all Purchased Shares in favor of the Company's  acquisition of InfuSystem,  Inc.
at the Annual Meeting. However, the undersigned acknowledge that you reserve the
right to vote, or cause to be voted,  all Purchased Shares against the Company's
acquisition of InfuSystem, Inc. at the Annual Meeting.


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<PAGE>


FURTHER ASSURANCES

         Each of the parties  hereto  shall  execute  such  documents  and other
instruments  and take such  further  actions as may be  reasonably  required  or
desirable to carry out the provisions  hereof and their intent and to consummate
the transactions contemplated by this Agreement.

MISCELLANEOUS

         You and the undersigned hereby agree that:

         (i) You agree and acknowledge  that the terms of this Option  Agreement
and of the transactions  contemplated hereby will be disclosed by the Company in
a  supplement  to its Proxy  Statement  in respect of its  Annual  Meeting.  The
undersigned  will cause the Company to provide you a reasonable  opportunity  to
review such disclosure in advance of its filing with the SEC and distribution to
the Company's stockholders.

         (ii)  Sean   McDevitt   shall  be   responsible   for  the   reasonable
out-of-pocket  fees  and  expenses  incurred  by  you  in  connection  with  the
transactions  contemplated hereby in an amount not to exceed $200,000. You shall
provide documentary support for all reimbursable expenses.

         (iii)  Neither  this  Agreement,  the  Options,  nor any of the rights,
interests or  obligations  under this  Agreement may be assigned or delegated by
any  party  hereto,  in whole  or in part,  by  operation  of law or  otherwise;
provided,  however,  that you may assign or delegate,  in whole or in part, this
Agreement to any one or more of your affiliated funds.

         (iv) This Agreement and all disputes or controversies arising out of or
relating to this Agreement or the  transactions  contemplated  hereby,  shall be
governed by, and construed in accordance with, the internal laws of the State of
New York,  without  regard to the laws of any other  jurisdiction  that might be
applied because of the conflicts of laws principles of the State of New York.

         (v) This Agreement may be executed in counterparts, each of which shall
be deemed to be an original,  but all of which  together  shall  constitute  one
instrument.


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<PAGE>


         Please  acknowledge  your  agreement  to the terms set forth  herein by
executing this Agreement where indicated.

                                  Very truly yours,


                                  /s/ SEAN MCDEVITT
                                  ---------------------------------------------
                                  SEAN MCDEVITT
                                  765,956 shares of Common Stock

                                  /s/ PAT LAVECCHIA
                                  ---------------------------------------------
                                  PAT LAVECCHIA
                                  159,575 shares of Common Stock

                                  /s/ JOHN VORIS
                                  ---------------------------------------------
                                  JOHN VORIS
                                  255,319 shares of Common Stock

                                  /s/ WAYNE YETTER
                                  ---------------------------------------------
                                  WAYNE YETTER
                                  159,575 shares of Common Stock

                                  /s/ JEAN PIERRE MILLON
                                  ---------------------------------------------
                                  JEAN PIERRE MILLON
                                  159,575 shares of Common Stock

ACCEPTED AND AGREED:


GREAT POINT PARTNERS LLC


By:/s/ KEVIN XIE
------------------------------------
Name: Kevin Xie
Title: Principal


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