EXHIBIT 10.2

                                                                October 12, 2007


                          FTN MIDWEST SECURITIES CORP.

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,  the
undersigned  grants you (which term as used herein shall mean the  addressee and
any affiliated  funds) an option to acquire 1,666,666  warrants,  as adjusted to
account for stock splits, reclassifications and similar events, (the "Warrants")
to acquire  shares of common  stock,  par value  $0.0001 per share (the  "Common
Stock") of HAPC, Inc. (the  "Company") for an aggregate  purchase price of $1.00
(the "Option").  The undersigned has the right to acquire the Warrants  pursuant
to the exercise of its Unit  Purchase  Option  dated April 11, 2006,  as amended
(the "Unit Purchase Option"), for 833,333 units comprised of one share of Common
Stock and two Warrants each,  issued to the  undersigned in connection  with the
Company's  initial  public  offering and the  undersigned  covenants with you to
exercise such Unit Purchase  Option  promptly upon receipt of notice from you of
the exercise of the Option.

CONDITIONS PRECEDENT TO EXERCISE OF OPTION

         You shall be entitled to exercise the Option upon the  satisfaction  of
all of the following conditions:

         (i)      On October  12,  2007,  you shall have placed a buy order (the
                  "Buy Order") with us 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 ap-
                  proved  by the  requisite  vote of the holders of Common Stock
                  and such acquisition shall be consummated.

         (iii)    The  trading  price  for a share of  Common  Stock  equals  or
                  exceeds $8.00 for any 20 out of 30 consecutive trading days.


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

EXERCISE OF OPTION

         The Option may be exercised for the Option Amount (as defined below) in
whole, but not in part, for a number of Warrants 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 time
of the Annual Meeting, times (B) the quotient of 1,666,666 divided by 3,000,000,
but in no event more than  1,666,666  Warrants  (in each case,  as  adjusted  to
account for stock  splits,  reclassifications  and similar  events),  on any day
after the conditions precedent set forth above have been satisfied.

         In order to exercise the Option,  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 your  intention to exercise the
Option and the  proposed  closing  date (the  "Closing  Date") which shall be at
least seven business days subsequent to the date of such notice. On such Closing
Date,  the  undersigned  shall  deliver  to you  certificates  representing  the
Warrants subject to the Option, together with appropriate transfer forms and you
shall  deliver  full payment for such  Warrants 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.

         FTN may satisfy its obligations hereunder by delivering the Warrants to
you at any time in advance of your exercise of the Option.

REGISTRATION RIGHTS

         The  undersigned  hereby  assigns to you,  effective  as of the Closing
Date, all of  undersigned's  registration  rights  pursuant to the Unit Purchase
Option with respect to the  Warrants  and the shares of Common Stock  underlying
such Warrants purchased by you pursuant to the Option.

REPRESENTATIONS AND WARRANTIES

         The  undersigned  represents and warrants to you as of the date of this
Agreement and the Closing Date the following:

         (i)      on the Closing Date,  the  undersigned  will be the record and
                  beneficial  owner of and  have  good  and  valid  title to the
                  Warrants  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 Warrants and shares of
                  Common Stock  underlying  the Warrants are not subject


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                  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 Warrants or the Common Stock underlying the
                  Warrants;

         (ii)     the undersigned is the record and beneficial  owner of and has
                  good and valid title to the Unit Purchase Option,  and has the
                  right, power and authority to enter into this Agreement and on
                  the Closing Date, the undersigned  will have the right,  power
                  and  authority  to sell,  assign  and  transfer  the  Warrants
                  subject to the Option;

         (iii)    the entry into the  Agreement  and the sale of the Warrants 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 Warrants subject to
                  the Option are  subject  to, or (B)  violate  any law,  order,
                  decree, judgment, injunction or other action;

         (iv)     the  Warrants and the Shares of Common  Stock  underlying  the
                  Warrants  are not  subject  to any voting  agreements,  voting
                  trusts or similar arrangements; and

         (v)      the Unit  Purchase  Option has been  amended  to provide  that
                  Section 3.2 and 2.4.4  thereof shall not apply to the transfer
                  of Warrants to you pursuant to your exercise of the Option.

Additionally,   the   undersigned   hereby   acknowledges  to  you  that  it  is
sophisticated and knowledgeable with respect to the transactions contemplated by
this  Agreement  and has such  information  as it deems  appropriate  under  the
circumstances   to  make  an  informed   decision   regarding  the  transactions
contemplated by this Agreement.  The undersigned  hereby agrees that it has made
its own  independent  analysis  and  decision  to enter  into  the  transactions
contemplated by this Agreement, based on such information as 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).

OPTIONEE'S REPRESENTATIONS AND WARRANTIES

         You hereby represent and warrant to 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 Option,  the Warrants and
the Common Stock  underlying  the Warrants  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  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.


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         (iii) The Option,  the  Warrants and the Common  Stock  underlying  the
Warrants are being purchased for your own investment and you have not offered or
sold any  portion  of the Option  being  acquired,  nor do you have any  present
intention of selling,  distributing  or otherwise  disposing of the Option,  the
Warrants or Common Stock underlying the Warrants,  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 Option,  the Warrants and the Common Stock underlying
the Warrants 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 Option.

         (v) You are aware that you may be required to bear the economic risk of
an  investment  in the Common Stock  underlying  the Warrants 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
Warrants and the Common Stock  underlying  the Warrants 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."

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


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you a reasonable  opportunity to review such disclosure in advance of its filing
with the SEC and distribution to the Company's stockholders.

         (ii)  Neither  this  Agreement,  the  Option,  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.

         (iii) 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.

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

                                         Very truly yours,

                                         FTN MIDWEST SECURITIES CORP.


                                         By: /s/ Martin Shea
                                             ----------------------------------
                                             Name: Martin Shea
                                             Title: Executive Vice President

ACCEPTED AND AGREED:


GREAT POINT PARTNERS LLC


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


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