EXHIBIT 10.1


                                12,500,000 Units



                             Churchill Ventures Ltd.



                             UNDERWRITING AGREEMENT
                             ----------------------

                                                              New York, New York
                                                               February 28, 2007

Banc of America Securities LLC,
       As Representative of the Several Underwriters
40 W. 57th Street, 30th Floor
New York, New York 10019
Ladies and Gentlemen:

         Churchill  Ventures  Ltd.,  a  Delaware  corporation  (the  "Company"),
proposes  to sell to the  several  underwriters  named on Schedule II hereto for
which  Banc of  America  Securities  LLC is  acting as  representative  (in such
capacity,  the "Representative") an aggregate of 12,500,000 units (the "Units"),
with each unit  consisting  of one share (the "Unit  Shares")  of the  Company's
common  stock,  $.001 par value  (the  "Common  Stock"),  and one  warrant  (the
"Warrants")  to purchase  Common  Stock (the "Firm  Units").  The  Company  also
proposes to sell at the  Underwriters'  option an  aggregate  of up to 1,250,000
additional  units of the Company (the "Option  Units" and together with the Firm
Units,  the "Units") as set forth below.  The terms of the Warrants are provided
for in the form of the Warrant Agreement  (defined herein).  The Units, the Unit
Shares,  the Warrants and the Common Stock underlying the Warrants (the "Warrant
Shares,"  and,  together  with  the  Unit  Shares,   the  "Shares")  are  herein
collectively called the "Securities."

         The Unit  Shares  and the  Warrants  included  in the Units will not be
separately  transferable  until five business days  following the earlier of the
expiration  or  termination  of  the  Underwriters'  over-allotment  option  (as
described  below) or the  exercise  in full of such  option,  subject to (a) 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 such audited  balance
sheet with the Securities and Exchange  Commission (the  "Commission") on a Form
8-K or similar form by the Company which includes such balance sheet and (b) the
Company  issuing a press  release  announcing  when such  separate  trading will
begin. Each Warrant entitles its holder, upon exercise,  to purchase one Warrant
Share for $6.00 during the period commencing on the later of the consummation by
the Company of its "Business Combination" or one year from the effective date of
the  Registration   Statement  (as  hereinafter   defined)  under  the  Act  (as
hereinafter  defined)  and  terminating  on  the  four-year  anniversary  of the
Effective Date. As used herein,  the term "Business  Combination"  (as described
more  fully in the  Registration  Statement)  shall mean the  Company's  initial
acquisition of one or more operating businesses through a merger,  capital stock
exchange,   stock  purchase,   asset   acquisition  or  other  similar  business
combination in the communications, media or technology industries.


<PAGE>

         The Company and the Representative agree that up to 600,000 of the Firm
Units to be purchased by the  Representative  (the  "Directed  Units")  shall be
reserved for sale at the initial public offering price by the  Representative to
certain eligible  friends,  directors or officers of the Company  (collectively,
the  "DSP  Participants"),  as  part of the  distribution  of the  Units  by the
Representative  (the  "Directed  Unit  Program")  subject  to the  terms of this
agreement, the applicable rules, regulations and interpretations of the National
Association of Securities  Dealers,  Inc. (the "NASD") and all other  applicable
laws, rules and regulations.  Banc of America Investment  Services,  Inc. or its
designee,  Legend  Merchant  Group  (collectively,  "BAI")  shall be selected to
process the sales to the DSP  Participants  under the Directed Unit Program.  To
the extent that such Directed Units are not orally confirmed for purchase by the
DSP Participants by 8:00 A.M. New York City time on the first business day after
the date of this Agreement,  such Directed Units may be offered to the public as
set forth in the  Prospectus  (as defined  below).  The Company has supplied BAI
with the names,  addresses and  telephone  numbers of the  individuals  or other
entities  that the Company has  designated  to be  participants  in the Directed
Units Program.

         The Company has entered into an Investment  Management Trust Agreement,
dated as of the date hereof,  with JPMorgan Chase Bank, NA (the  "Trustee"),  as
trustee,  in  substantially  the form filed as an  exhibit  to the  Registration
Statement  (the "Trust  Agreement"),  pursuant to which certain  proceeds of the
offering of the  Securities  will be deposited  and held in a trust account (the
"Trust  Account")  for the  benefit of the Company and holders of the Firm Units
and the Option Units, if and when issued.

         The Company has entered into a Warrant Agreement,  dated as of the date
hereof,  with respect to the Warrants with  Continental  Stock  Transfer & Trust
Company (the "Warrant Agent"), as warrant agent, in substantially the form filed
as an exhibit to the Registration Statement (the "Warrant Agreement"),  pursuant
to which the  Warrant  Agent will act as warrant  agent in  connection  with the
issuance,  registration,  transfer,  exchange,  redemption  and  exercise of the
Warrants and the Private Placement Warrants (as hereinafter defined).

         The  Company  has  entered  into  Amended  and  Restated   Subscription
Agreements,  effective as of July 6, 2006 (the "Subscription Agreements"),  with
Churchill Capital Partners LLC ("CCP"),  Thomas Baxter, Shraga Brosh and Gerhard
Weisschadel  (the  "Initial  Stockholders"),   pursuant  to  which  the  Initial
Stockholders  have  purchased an  aggregate of 3,125,000  shares of Common Stock
(the "Founder Shares") at an aggregate price of $15,625.

         The Company has entered into a Warrant Purchase Agreement,  dated as of
September  5, 2006,  with CCP,  and a Warrant  Purchase  Agreement,  dated as of
February 12, 2007 with CCP  (collectively,  the "Warrant  Purchase  Agreement"),
pursuant to which CCP has agreed to purchase an aggregate of 5,000,000  Warrants
(the "Private Placement Warrants") for a price per Warrant of $1.00, for a total
of $5,000,000,  in a private  placement to be completed prior to the offering of
the Units (the "Private  Placement").  The Private  Placement  Warrants  possess
terms  identical to the Warrants  underlying the Units sold to the public in the
offering  except with  respect to the  redemption  thereof and certain  transfer
restrictions applicable thereto, as set forth in the Warrant Purchase Agreement.


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<PAGE>

         The Company has entered into an agreement  (the  "Services  Agreement")
with CCP, the  Company's  principal  stockholder,  pursuant to which the Company
will pay an  aggregate  monthly  fee of $7,500 for  general  and  administrative
services, including office space, utilities and secretarial support for a period
of up to twenty-four (24) months following the Effective Date,  terminating upon
the completion of a Business Combination.

         The Company has entered into a Registration Rights Agreement,  dated as
of the date  hereof,  in  substantially  the form  filed  as an  exhibit  to the
Registration Statement (the "Registration Rights Agreement"),  pursuant to which
the Company has granted  certain  registration  rights in respect of the Founder
Shares,  the Private  Placement  Warrants  and the Common Stock  underlying  the
Private Placement Warrants.

         The Company has caused to be duly  executed  and  delivered  letters by
each  Initial  Stockholder  and each of the  Company's  directors,  officers and
special advisors,  filed as exhibits to the Registration  Statement (as the same
may be  amended  or  supplemented  from time to time,  the  "Insider  Letters"),
pursuant to which each of the  Initial  Stockholders  and each of the  Company's
directors,  officers and special advisors agrees to certain  matters,  including
but not limited to, certain  matters  relating to the voting of shares of Common
Stock owned by them, if any, and certain other matters described as being agreed
to by them under the "Proposed Business" section of the Statutory Prospectus (as
defined below) and the Prospectus.

         In consideration of the mutual  agreements  contained herein and of the
interests of the parties in the transactions  contemplated  hereby,  the parties
hereto agree as follows:

         1.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company  represents  and  warrants to each of the  Underwriters  as
follows:

                  (a)      A  registration  statement  on  Form  S-1  (File  No.
333-135741)  with respect to the  Securities has been prepared by the Company in
conformity with the  requirements of the Securities Act of 1933, as amended (the
"Act"),  and the rules and  regulations  (the  "Rules and  Regulations")  of the
Securities and Exchange  Commission (the  "Commission")  thereunder and has been
filed with the Commission. Copies of such registration statement,  including any
amendments thereto,  the preliminary  prospectuses  (meeting the requirements of
the  Rules  and  Regulations)  contained  therein  and the  exhibits,  financial
statements and schedules,  as finally amended and revised,  have heretofore been
delivered by the Company to the  Representative.  Such  registration  statement,
together with any  registration  statement filed by the Company pursuant to Rule
462(b)  under the Act, is herein  referred to as the  "Registration  Statement,"
which shall be deemed to include all information  omitted  therefrom in reliance
upon Rules 430A or 430C under the Act and contained in the  Prospectus  referred
to below, has become effective under the Act and no post-effective  amendment to
the  Registration  Statement  has been  filed as of the date of this  Agreement.
"Prospectus"  means  the form of  prospectus  first  filed  with the  Commission
pursuant to and within the time limits  described  in Rule 424(b) under the Act.
Each preliminary  prospectus included in the Registration Statement prior to the
time it becomes  effective is herein referred to as a "Preliminary  Prospectus."
Any reference herein to the Registration  Statement,  any Preliminary Prospectus
or to the  Prospectus  or to any amendment or supplement to any of the foregoing
documents shall be deemed to refer to and include any


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<PAGE>

documents  incorporated by reference therein,  and, in the case of any reference
herein  to the  Prospectus,  also  shall be  deemed  to  include  any  documents
incorporated by reference  therein,  and any supplements or amendments  thereto,
filed with the Commission  after the date of filing of the Prospectus under Rule
424(b)  under  the Act,  and prior to the  termination  of the  offering  of the
Securities by the Underwriters. The Company has filed with the Commission a Form
8-A (File Number 001-33327) providing for the registration  under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of the Securities.

                  (b)      The Units,  the  Warrants  and the Common  Stock have
been duly  listed,  and  admitted and  authorized  for trading,  subject only to
official  notice of issuance,  on the American Stock  Exchange,  and the Company
knows of no reason or set of facts  which is likely  to  adversely  affect  such
approval.  Neither the Commission nor any state regulatory  authority has issued
any order preventing or suspending the use of any Preliminary  Prospectus or the
Prospectus relating to the proposed offering of the Securities or has instituted
or, to the Company's  knowledge,  threatened to institute any  proceedings  with
respect  to such an order.  Neither  the  Commission  nor any  state  regulatory
authority has issued any order preventing or suspending the effectiveness of the
Registration Statement and no proceeding for that purpose or pursuant to Section
8A of the Act has been instituted or is pending or is contemplated or threatened
by the Commission.

                  (c)      As of the  Applicable  Time (as defined below) and as
of the  Closing  Date or the  Option  Closing  Date  (each  such term as defined
below), as the case may be, the Statutory  Prospectus (as defined below) and the
information  included in Schedule I hereto all included together  (collectively,
the  "General  Disclosure  Package")  did not and will not  include  any  untrue
statement  of a material  fact or omitted or will omit to state a material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances  under which they were made, not  misleading,  provided,  however,
that the  Company  makes no  representations  or  warranties  as to  information
contained in or omitted from the General Disclosure  Package,  in reliance upon,
and in conformity with,  written  information  furnished to the Company by or on
behalf of the  Underwriters,  specifically for use therein,  it being understood
and  agreed  that the only such  information  is that  described  in  Section 12
herein. As used in this subsection and elsewhere in this Agreement:

                           (i)      "Applicable  Time"  means  4:30 pm (New York
         time) on the date of this  Agreement or such other time as agreed to by
         the Company and the Representative.

                           (ii)     "Statutory  Prospectus" as of any time means
         the Preliminary  Prospectus relating to the Securities that is included
         in the Registration Statement immediately prior to that time.

                  (d)      The  agreements   and  documents   described  in  the
Registration Statement,  the Statutory Prospectus and the Prospectus conform, to
the extent  described  therein,  in all  material  respects to the  descriptions
thereof contained therein. There is no franchise,  contract or other document of
a character  required to be described in the Registration  Statement,  Statutory
Prospectus or  Prospectus,  or to be filed as an exhibit  thereto,  which is not
described or filed as required  (and the  Statutory  Prospectus  contains in all
material respects the same


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<PAGE>

description  of the  foregoing  matters  contained in the  Prospectus);  and the
statements in the Statutory  Prospectus  and the  Prospectus  under the headings
"Principal  Stockholders,"  "Certain  Relationships  and Related  Transactions,"
"Description  of  Securities"  and "Legal  Matters"  insofar as such  statements
summarize legal matters, agreements, documents or proceedings discussed therein,
are accurate and fair summaries of such legal matters, agreements,  documents or
proceedings.

                  (e)      The  Company has been duly  organized  and is validly
existing  as a  corporation  in good  standing  under  the laws of the  State of
Delaware,  with corporate power and authority to own or lease its properties and
conduct  its  business  as  described  in the  Registration  Statement  and  the
Prospectus.   The  Company  is  duly  qualified  to  transact  business  in  all
jurisdictions in which the conduct of its business requires such  qualification.
The Company has no subsidiaries, direct or indirect.

                  (f)      The   information   set  forth   under  the   caption
"Capitalization"  in the  Registration  Statement and the Prospectus is true and
correct.  All of the Securities conform to the description  thereof contained in
the Registration Statement and the Prospectus.  The form of certificates for the
Securities is in valid and sufficient form.

                  (g)      All issued  and  outstanding  shares of Common  Stock
have  been  duly and  validly  authorized  and  issued  and are  fully  paid and
nonassessable.  The offers and sales of the outstanding Common Stock were at all
relevant times either  registered under the Act, the applicable state securities
and Blue Sky laws (or the laws and  regulations  of  jurisdictions  outside  the
United  States in which  Directed  Units are  offered)  or, based in part on the
representations and warranties of the purchasers of such shares of Common Stock,
exempt from such registration requirements. The holders of outstanding shares of
capital  stock of the Company are not entitled to  preemptive or other rights to
subscribe for securities;  and, except as set forth in the Statutory  Prospectus
and the Prospectus, no options, warrants or other rights to purchase, agreements
or other  obligations  to issue,  or rights to convert any  obligations  into or
exchange any securities for,  shares of capital stock of or ownership  interests
in the Company are outstanding.

                  (h)      The Unit Shares have been duly  authorized  and, when
executed by the  Company and  countersigned,  and issued and  delivered  against
payment therefor by the Underwriters pursuant to this Agreement, will be validly
issued, fully paid and non-assessable.  The holders of such Common Stock are not
and will not be subject to personal  liability by reason of being such  holders;
such  Common  Stock is not and will not be  subject to any  preemptive  or other
similar  contractual  rights  granted by the Company;  and all corporate  action
required  to be taken for the  authorization,  issuance  and sale of such Common
Stock (other than such execution,  countersignature  and delivery at the time of
issuance) has been duly and validly taken.

                  (i)      The Warrants  included in the Units,  when  executed,
authenticated,  issued and  delivered  in the  manner  set forth in the  Warrant
Agreement  against  payment  therefor  by  the  Underwriters  pursuant  to  this
Agreement,  will be duly authorized,  duly executed,  authenticated,  issued and
delivered,  and will  constitute  valid and binding  obligations of the Company,
enforceable  against the Company in accordance  with their terms,  except as the
enforceability thereof may be limited by bankruptcy, insolvency, or similar laws
affecting


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<PAGE>

creditors'  rights  generally  from  time  to time in  effect  and by  equitable
principles of general applicability.

                  (j)      The  Warrant  Shares have been duly  authorized  and,
when executed by the Company and  countersigned and issued and delivered against
payment  therefor  pursuant to the Warrants and the Warrant  Agreement,  will be
validly issued, fully paid and non-assessable.  The holders of such Common Stock
are not and will not be subject to  personal  liability  by reason of being such
holders;  such Common Stock is not and will not be subject to any  preemptive or
other  similar  contractual  rights  granted by the Company;  and all  corporate
action  required to be taken for the  authorization,  issuance  and sale of such
Common Stock (other than such  execution,  countersignature  and delivery at the
time of issuance) has been duly and validly taken.

                  (k)      The  Initial  Stockholders  have  waived  any and all
rights  and  claims  they  may  have  with  respect  to the  Founder  Shares  to
participate  in any  distributions  occurring  upon  the  Company's  failure  to
consummate a Business Combination.

                  (l)      The execution and delivery of, and the performance by
the Company of its obligations  under,  this Agreement has been duly and validly
authorized by all  necessary  corporate  action on the part of the Company,  and
this Agreement has been duly executed and delivered by the Company.

                  (m)      The  Trust   Agreement  has  been  duly   authorized,
executed and  delivered  by the Company and is a valid and binding  agreement of
the Company, enforceable against the Company in accordance with its terms except
as the  enforceability  thereof  may be limited by  bankruptcy,  insolvency,  or
similar laws affecting  creditors'  rights generally from time to time in effect
and by equitable principles of general applicability.

                  (n)      The  Warrant  Agreement  has  been  duly  authorized,
executed and  delivered  by the Company and is a valid and binding  agreement of
the Company, enforceable against the Company in accordance with its terms except
as the  enforceability  thereof  may be limited by  bankruptcy,  insolvency,  or
similar laws affecting  creditors'  rights generally from time to time in effect
and by equitable principles of general applicability.

                  (o)      The  Warrant   Purchase   Agreement   has  been  duly
authorized,  executed  and  delivered by the Company and CCP, and is a valid and
binding  agreement of the Company and CCP,  enforceable  against the Company and
CCP in  accordance  with its terms except as the  enforceability  thereof may be
limited by bankruptcy,  insolvency,  or similar laws affecting creditors' rights
generally  from time to time in effect and by  equitable  principles  of general
applicability.  The entire  $5,000,000  of proceeds from the sale of the Private
Placement  Warrants has been  deposited in the Trust Account in accordance  with
the terms of the Warrant Purchase Agreement.

                  (p)      Each Subscription Agreement has been duly authorized,
executed and delivered by the Company and the  respective  Initial  Stockholder,
and is a valid and binding  agreement of the Company and the respective  Initial
Stockholder,  enforceable  against the Company and such Initial  Stockholder  in
accordance with its terms except as the enforceability


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<PAGE>

thereof may be limited by  bankruptcy,  insolvency,  or similar  laws  affecting
creditors'  rights  generally  from  time  to time in  effect  and by  equitable
principles of general applicability.

                  (q)      The  Services  Agreement  has been  duly  authorized,
executed and  delivered  by the Company and is a valid and binding  agreement of
the Company, enforceable against the Company in accordance with its terms except
as the  enforceability  thereof  may be limited by  bankruptcy,  insolvency,  or
similar laws affecting  creditors'  rights generally from time to time in effect
and by equitable principles of general applicability.

                  (r)      The  Registration  Rights  Agreement  has  been  duly
authorized,  executed  and  delivered  by the Company and is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms  except  as the  enforceability  thereof  may be  limited  by  bankruptcy,
insolvency,  or similar laws affecting  creditors' rights generally from time to
time in effect and by equitable principles of general applicability.

                  (s)      Each of the Insider Letters has been duly authorized,
executed and delivered by each of the  individuals  party thereto and is a valid
and binding agreement of each of such parties,  enforceable against each of them
in accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, or similar laws affecting creditors' rights generally
from  time  to  time  in  effect  and  by   equitable   principles   of  general
applicability.

                  (t)      The   Registration   Statement   contains,   and  the
Prospectus  and  any  amendments  or  supplements  thereto  will  contain,   all
statements  which are required to be stated therein by, and will conform to, the
requirements  of the Act and the Rules and  Regulations.  Neither the Commission
nor any state regulatory  authority has issued an order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus relating to the proposed
offering of the Units, and no proceeding for that purpose or pursuant to Section
8A of the Act has been instituted or to the Company's  knowledge,  threatened by
the Commission or any state regulatory authority (or any regulatory authority in
any jurisdiction outside the United States in which Directed Units are offered).
To the knowledge of the Company, neither the Commission nor any state regulatory
authority has issued any order preventing or suspending the effectiveness of the
Registration Statement and no proceeding for that purpose or pursuant to Section
8A of the Act has been instituted or is pending or is contemplated or threatened
by the Commission.  The Registration  Statement and any amendment thereto do not
contain,  and will not contain,  any untrue  statement of a material fact and do
not omit,  and will not omit,  to state a material  fact  required  to be stated
therein  or  necessary  to make  the  statements  therein  not  misleading.  The
Prospectus and any amendments and supplements  thereto do not contain,  and will
not contain,  any untrue statement of a material fact; and do not omit, and will
not omit,  to state a material  fact  necessary in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading;  provided,  however,  that the Company makes no  representations  or
warranties  as to  information  contained  in or omitted  from the  Registration
Statement or the  Prospectus,  or any such amendment or supplement,  in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of any of the  Underwriters,  specifically  for use therein,  it being
understood  and  agreed  that the only such  information  is that  described  in
Section 12 herein.


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<PAGE>

                  (u)      The   Company  has  not,   directly  or   indirectly,
distributed and will not distribute any offering material in connection with the
offering  and sale of the Units other than any  Preliminary  Prospectus  and the
Prospectus.

                  (v)      The  financial  statements  of the Company,  together
with related notes and schedules as set forth in the Registration  Statement and
the  Prospectus,  present  fairly  the  financial  position  and the  results of
operations  and cash  flows of the  Company at the  indicated  dates and for the
indicated  periods.  Such financial  statements and related  schedules have been
prepared  in  accordance  with  generally  accepted   principles  of  accounting
("GAAP"),  consistently  applied  throughout  the  periods  involved,  except as
disclosed  therein,  and all  adjustments  necessary for a fair  presentation of
results for such periods have been made. The summary and selected  financial and
statistical  data  included or  incorporated  by reference  in the  Registration
Statement and the Prospectus  present fairly the  information  shown therein and
such data has been compiled on a basis consistent with the financial  statements
presented  therein  and the  books and  records  of the  Company.  The pro forma
financial  statements and other pro forma financial  information included in the
Registration  Statement and the Prospectus  present fairly the information shown
therein,  have been  prepared  in  accordance  with the  Commission's  rules and
guidelines  with respect to pro forma financial  statements,  have been properly
compiled on the pro forma bases  described  therein,  and, in the opinion of the
Company,  the assumptions used in the preparation thereof are reasonable and the
adjustments  used therein are appropriate to give effect to the  transactions or
circumstances  referred  to  therein.  The  Company  does not have any  material
liabilities  or  obligations,  direct or contingent  (including  any off balance
sheet  obligations  or any "variable  interest  entities"  within the meaning of
Financial  Accounting  Standards Board  Interpretation No. 46), not disclosed in
the Registration Statement and the Prospectus. There are no financial statements
(historical  or pro forma) that are required to be included in the  Registration
Statement or the Prospectus that are not included as required.

                  (w)      Eisner  LLP   ("Eisner"),   who  has   certified  the
financial  statements  that  are  filed  with  the  Commission  as  part  of the
Registration  Statement and the Prospectus,  is an independent registered public
accounting  firm with  respect to the Company  within the meaning of the Act and
the applicable Rules and Regulations and the Public Company Accounting Oversight
Board (United States) (the "PCAOB").  Eisner has not, during the periods covered
by the  financial  statements  included  in the  Statutory  Prospectus  and  the
Prospectus, provided to the Company any non-audit services, as such term is used
in Section 10A(g) of the Exchange Act.

                  (x)      The Company is not aware of (i) any material weakness
in its  internal  control  over  financial  reporting or (ii) change in internal
control over financial reporting that has materially affected,  or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

                  (y)      Solely to the extent that the  Sarbanes-Oxley  Act of
2002, as amended,  and the rules and  regulations  promulgated by the Commission
and the  American  Stock  Exchange  thereunder  (the  "Sarbanes-Oxley  Act")  is
applicable  to the Company,  there is and has been no failure on the part of the
Company  to  comply  in  all  material   respects  with  any  provision  of  the
Sarbanes-Oxley  Act. The Company has taken all necessary  actions to ensure that
it is in compliance  with all provisions of the  Sarbanes-Oxley  Act that are in
effect and with which the


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<PAGE>

Company is  required to comply and is  actively  taking  steps to ensure that it
will be in  compliance  with  other  provisions  of the  Sarbanes-Oxley  Act not
currently in effect or which will become applicable to the Company.

                  (z)      The Company has good and  marketable  title to all of
the  properties  and assets  reflected in the financial  statements  hereinabove
described or described in the Registration Statement and the Prospectus, subject
to no lien,  mortgage,  pledge,  charge or  encumbrance of any kind except those
reflected  in  such  financial  statements  or  described  in  the  Registration
Statement and the  Prospectus  or which are not material in amount.  The Company
occupies its leased properties under valid and binding leases.

                  (aa)     The Company has filed all Federal,  State,  local and
foreign tax returns which have been required to be filed and have paid all taxes
indicated by such returns and all assessments  received by it to the extent that
such taxes have become due. All tax liabilities  have been  adequately  provided
for in the financial statements of the Company, and the Company does not know of
any actual or proposed additional material tax assessments.

                  (bb)     Since the respective dates as of which information is
given in the Registration  Statement and the Prospectus,  as each may be amended
or  supplemented,  there  has  not  been  any  material  adverse  change  or any
development  involving a prospective material adverse change in or affecting the
earnings,  business,   management,   properties,   assets,  rights,  operations,
condition (financial or otherwise),  or prospects of the Company, whether or not
occurring  in the  ordinary  course  of  business,  and  there  has not been any
material  transaction entered into or any material  transaction that is probable
of being entered into by the Company,  other than  transactions  in the ordinary
course of business and changes and  transactions  described in the  Registration
Statement  and the  Prospectus,  as each may be  amended  or  supplemented.  The
Company has no material  contingent  obligations  which are not disclosed in the
Company's financial statements which are included in the Registration  Statement
and the Prospectus.

                  (cc)     There  is  no  action,   suit,  claim  or  proceeding
pending, or to the knowledge of the Company threatened,  against the Company or,
pending,  or to the  knowledge  of the  Company  threatened,  against any of the
Company's  stockholders  immediately prior to the offering of the Units,  before
any court or administrative agency or otherwise which if determined adversely to
the Company would either (i) have,  individually or in the aggregate, a material
adverse  effect  on the  earnings,  business,  management,  properties,  assets,
rights,  operations,  condition  (financial  or  otherwise)  or prospects of the
Company or (ii) prevent the consummation of the transactions contemplated hereby
(the  occurrence  of any such  effect or any such  prevention  described  in the
foregoing  clauses  (i)  and  (ii)  being  referred  to as a  "Material  Adverse
Effect"), except as set forth in the Registration Statement and the Prospectus.

                  (dd)     The Company is not,  nor with the giving of notice or
lapse  of time or both,  will it be,  (i) in  violation  of its  certificate  of
incorporation, by-laws or other organizational documents or (ii) in violation of
or  in  default  under  any  agreement,  lease,  contract,  indenture  or  other
instrument  or  obligation  to which it is a party or by which it, or any of its
properties,  is bound and,  solely  with  respect  to this  clause  (ii),  which
violation or default  would have a Material  Adverse  Effect.  The execution and
delivery of this  Agreement  and the  consummation  of the  transactions  herein
contemplated  and the  fulfillment of the terms hereof


                                       9
<PAGE>

will not conflict  with or result in a breach of any of the terms or  provisions
of, or constitute a default  under,  any indenture,  mortgage,  deed of trust or
other  agreement or  instrument  to which the Company is a party or by which the
Company  or  any  of  its  properties  is  bound,   or  of  the  certificate  of
incorporation  or by-laws of the Company or any law,  order,  rule or regulation
judgment, order, writ or decree applicable to the Company of any court or of any
government,  regulatory body or administrative agency or other governmental body
having jurisdiction.

                  (ee)     The Company  possesses  all  licenses,  certificates,
permits and other  authorizations  issued by the appropriate  federal,  state or
foreign  regulatory  authorities  necessary  to conduct  its  business,  and the
Company has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit.

                  (ff)     Each   approval,   consent,   order,   authorization,
designation, declaration or filing by or with any regulatory,  administrative or
other  governmental body necessary in connection with the execution and delivery
by the Company of this Agreement,  the Trust Agreement,  the Warrant  Agreement,
the Subscription  Agreements,  the Warrant Purchase Agreement,  the Registration
Rights  Agreement,  the  Services  Agreement  and the  Insider  Letters  and the
consummation of the  transactions  herein  contemplated  (except such additional
steps as may be required by the Commission,  the NASD, or such additional  steps
as may be  necessary  to  qualify  the  Securities  for public  offering  by the
Underwriters under state securities or Blue Sky laws or the laws and regulations
of jurisdictions  outside the United States in which Directed Units are offered)
has been obtained or made and is in full force and effect.

                  (gg)     Neither the Company  nor any of its  affiliates,  has
taken or may take,  directly  or  indirectly,  any action  designed  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 shares of
Common Stock to facilitate the sale or resale of the Securities.

                  (hh)     The Company is not nor,  after  giving  effect to the
offering and sale of the Securities  contemplated  hereunder and the application
of the net proceeds from such sale as described in the  Prospectus,  will not be
an  "investment  company"  within the meaning of such term under the  Investment
Company Act of 1940 as amended (the "1940 Act"),  and the rules and  regulations
of the Commission thereunder.

                  (ii)     The Company maintains a system of internal accounting
controls  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  to permit  preparation  of  financial
statements in conformity  with GAAP 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.


                                       10
<PAGE>

                  (jj)     The Company has established and maintains "disclosure
controls and  procedures" (as defined in Rules 13a-14(c) and 15d-14(c) under the
Exchange Act); the Company's "disclosure controls and procedures" are reasonably
designed to ensure  that all  information  (both  financial  and  non-financial)
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods specified in the rules and regulations of the Exchange Act, and
that all such  information  is  accumulated  and  communicated  to the Company's
management  as  appropriate  to  allow  timely  decisions   regarding   required
disclosure and to make the  certifications  of the Chairman and Chief  Financial
Officer of the Company  required  under the  Exchange  Act with  respect to such
reports.

                  (kk)     The statistical,  industry-related and market-related
data included in the Registration Statement,  the General Disclosure Package and
the Prospectus are based on or derived from sources which the Company reasonably
and in good faith  believes are reliable and accurate,  and such data agree with
the sources from which they are derived.

                  (ll)     The  operations  of the  Company  are and  have  been
conducted at all times in compliance  with applicable  financial  record-keeping
and reporting  requirements of the Currency and Foreign  Transactions  Reporting
Act of 1970, as amended,  applicable  money  laundering  statutes and applicable
rules and regulations  thereunder  (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 Company's knowledge, threatened.

                  (mm)     Neither the Company nor 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.

                  (nn)     The  Company  does not carry,  and is not covered by,
insurance.

                  (oo)     The Securities have been approved for listing subject
to notice of issuance on the American Stock Exchange.

                  (pp)     There   are   no   relationships   or   related-party
transactions  involving the Company or any other person required to be described
in the Prospectus which have not been described as required.

                  (qq)     The  Company has not made any  contribution  or other
payment to any  official of, or  candidate  for,  any federal,  state or foreign
office in  violation  of any law which  violation is required to be disclosed in
the Prospectus.

                  (rr)     (i) The Registration Statement,  the Prospectus,  the
General  Disclosure  Package  and any  Preliminary  Prospectus  comply,  and any
further amendments or


                                       11
<PAGE>

supplements  thereto will comply,  with any  applicable  laws or  regulations of
foreign jurisdictions in which the Prospectus, the General Disclosure Package or
any  Preliminary  Prospectus,  as amended or  supplemented,  if applicable,  are
distributed  in  connection  with  the  Directed  Unit  Program,   and  (ii)  no
authorization,  approval,  consent, license, order registration or qualification
of or with any government,  governmental  instrumentality  or court,  other than
such as  have  been  obtained,  is  necessary  under  the  securities  laws  and
regulations  of foreign  jurisdictions  in which the Directed  Units are offered
outside the United States.

                  (ss)     The   Company   has  not   offered,   or  caused  the
Underwriters or their  affiliates to offer,  Units to any person pursuant to the
Directed  Unit Program with the specific  intent to  unlawfully  influence (i) a
customer or supplier of the Company to alter the customer's or supplier's  level
or type of business with the Company,  or (ii) a trade journalist or publication
to write or publish favorable information about the Company or its products.

                  (tt)     The  execution,  delivery,  and  performance  by  the
Company of this  Agreement,  the Warrant  Agreement,  the Trust  Agreement,  the
Subscription Agreements, the Warrant Purchase Agreement, the Registration Rights
Agreement and the Services  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;  (ii) result in any violation of the provisions
of the  certificate  of  incorporation  or the by-laws of the Company;  or (iii)
violate any existing applicable law, rule, regulation, judgment, order or decree
of any governmental  agency or court,  domestic or foreign,  having jurisdiction
over the Company or any of its properties or business.

                  (uu)     To the  knowledge  of the  Company,  all  information
contained in the  questionnaires  completed by the Initial  Stockholders and the
directors, officer and special advisors and provided to the Representative as an
exhibit  to his or her  Insider  Letter  is true  and  correct  in all  material
respects  and the Company has not become  aware of any  information  which would
cause the information disclosed in the questionnaires  completed by each Initial
Stockholder,  director,  officer and special  advisor to become  inaccurate  and
incorrect in any material respect.

                  (vv)     Except as described in the Statutory  Prospectus  and
the  Prospectus,  there  are  no  claims,  payments,  arrangements,   contracts,
agreements or understandings  relating to the payment of a brokerage  commission
or  finder's,  consulting,  origination  or  similar  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 any Initial
Stockholder that may affect the Underwriters' compensation, as determined by the
NASD.

                  (ww)     Except as disclosed in the Registration Statement and
the  Prospectus,  to the  knowledge  of the  Company,  no  Initial  Stockholder,
employee,  officer or director of the Company is subject to any  non-competition
or  non-solicitation  agreement  with


                                       12
<PAGE>

any  employer or prior  employer  which could  materially  adversely  affect his
ability to be an Initial Stockholder,  employee,  officer and/or director of the
Company.

                  (xx)     The  Company  has not made  any  direct  or  indirect
payments (in cash,  securities or otherwise)  to: (i) any person,  as a finder's
fee,  consulting  fee or  otherwise,  in  consideration  of such person  raising
capital for the  Company or  introducing  to the  Company  persons who raised or
provided capital to the Company; (ii) to any NASD member; or (iii) to any person
or entity that has any direct or indirect  affiliation or  association  with any
NASD member, within the 12 months prior to the Effective Date.

                  (yy)     None of the net proceeds of the offering will be paid
by the Company to any  participating  NASD member or its  affiliates,  except as
specifically  authorized  herein or except as may be paid in connection  with an
initial Business  Combination  and/or one or more other  transactions  after the
initial Business  Combination,  including without  limitation in connection with
the  payment of  investment  banking  fees,  fees in  connection  with  fairness
opinions and the like.

                  (zz)     Based on questionnaires  distributed to such persons,
no  officer,  director or any  beneficial  owner of the  Company's  unregistered
securities has any direct or indirect  affiliation or association  with any NASD
member. The Company will advise the Representative if it learns that any officer
or director is or becomes an  affiliate or  associated  person of an NASD member
participating in the offering.

                  (aaa)    There are no business  relationships or related party
transactions  involving the Company or any other person required to be described
in the Registration Statement and the Prospectus that have not been described as
required.

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

                  (ccc)    The  Company  does  not have  any  specific  Business
Combination under  consideration and the Company does not (nor has anyone on its
behalf) contacted any prospective  acquisition candidate or had any discussions,
formal or otherwise, with respect to such a transaction.

                  (ddd)    The Company  has not  prepared or used an Issuer Free
Writing  Prospectus,  as such  term is  defined  in Rule  433  under  the Act in
connection with the offering of the Units.

         2.       PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES.

                  (a)      On the basis of the  representations,  warranties and
covenants herein contained,  and subject to the conditions herein set forth, the
Company agrees to sell to the several  Underwriters and the  Underwriters  agree
severally and not jointly, to purchase,  at a price of $7.72 per unit (including
$0.28 per Firm Unit to be held in the Trust  Account as  deferred


                                       13
<PAGE>

discount and commissions (the "Deferred Underwriting Discount")),  the number of
Firm Units set forth on Schedule II subject to  adjustments  in accordance  with
Section 9 hereof.

                  (b)      Payment for the Firm Units to be sold hereunder is to
be made in Federal (same day) funds against delivery of certificates therefor to
the  Representative  for the several accounts of the Underwriters.  Such payment
and delivery  are to be made  through the  facilities  of The  Depository  Trust
Company,  New York,  New York ("DTC") at 10:00 a.m., New York time, on the third
business  day after  the date of this  Agreement  (or the  fourth  business  day
following the date of this Agreement,  if the Registration Statement is declared
effective  after  4:30  p.m.,  New York time) or at such other time and date not
later than five business days thereafter as the  Representative  and the Company
shall agree upon,  such time and date being  herein  referred to as the "Closing
Date." (As used herein,  "business  day" means a day on which the New York Stock
Exchange  is open  for  trading  and on  which  banks  in New  York are open for
business and are not permitted by law or executive order to be closed.)  Payment
for the Firm Units shall be made on the Closing Date by wire transfer in Federal
(same day) funds, as follows: ninety-five million dollars ($95,000,000) (without
giving  effect to the  over-allotment  option) of the  proceeds  received by the
Company for the Firm Units shall be  deposited in the Trust  Account  (including
three million five hundred thousand dollars ($3,500,000) to be held in the Trust
Account as Deferred  Underwriting  Discount)  and the remaining one million five
hundred thousand dollars ($1,500,000) (representing $950,000 of the proceeds not
required to be held in the trust  account and $550,000 of offering  expenses) of
the proceeds shall be paid to 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 DTC) for the several
accounts of the Underwriters. The Firm Units shall be registered in such name or
names and in such authorized  denominations as the Representative may request in
writing at least two full business  days prior to the Closing Date.  The Company
will  permit  the  Representative  to  examine  and  package  the Firm Units for
delivery at least one full business day prior to the Closing Date.

                  (c)      In addition,  on the basis of the representations and
warranties  herein contained and subject to the terms and conditions  herein set
forth,  the Company hereby grants an option to the  Underwriters to purchase the
Option  Units at the price per unit as set forth in the first  paragraph of this
Section 2. The option  granted  hereby may be  exercised  in whole or in part by
giving written notice (i) at any time before the Closing Date and (ii) only once
thereafter   within  30  days  after  the  date  of  this   Agreement,   by  the
Representative,  to the Company  setting  forth the number of Option Units as to
which the  Underwriters are exercising the option and the time and date at which
such certificates are to be delivered.  The time and date at which  certificates
for Option Units are to be delivered  shall be determined by the  Representative
but shall not be earlier than three nor later than 10 full  business  days after
the  exercise of such  option,  nor in any event prior to the Closing Date (such
time and date being herein  referred to as the "Option  Closing  Date").  If the
date of exercise  of the option is three or more days  before the Closing  Date,
the notice of exercise  shall set the Closing Date as the Option  Closing  Date.
The option with respect to the Option Units  granted  hereunder may be exercised
only to cover over-allotments in the sale of the Firm Units by the Underwriters.
The Representative may cancel such option at any time prior to its expiration by
giving written notice of such  cancellation  to the Company.  To the extent,  if
any, that the option is exercised, payment for the Option Units shall


                                       14
<PAGE>

be made on the Option  Closing  Date in Federal  (same day  funds)  through  the
facilities  of DTC drawn to the order of the  Company.  Payment  for the  Option
Units shall be made on the Option Closing Date by wire transfer in Federal (same
day) funds,  as follows:  $7.72 per Option Unit sold shall be  deposited  in the
Trust Account  pursuant to the Trust Agreement  (including $0.28 per Option Unit
to be held in the Trust Account as Deferred Underwriting Discount) upon delivery
to the Representative of certificates (in form and substance satisfactory to the
Representative) representing the Option Units sold (or through the facilities of
DTC) for the several accounts of the Underwriters.

         3.       OFFERING BY THE UNDERWRITERS.

         It is understood that the Underwriters are to make a public offering of
the Firm Units as soon as the  Representative  deems it  advisable to do so. The
Firm  Units are to be  initially  offered to the  public at the  initial  public
offering price set forth in the Prospectus.  The Representative may from time to
time thereafter change the public offering price and other selling terms.

         4.       COVENANTS OF THE COMPANY.

         The Company covenants and agrees with each of the Underwriters that:

                  (a)      The Company will (A) prepare and timely file with the
Commission  under Rule 424(b) under the Act a Prospectus  in a form  approved by
the  Representative  containing  information  previously  omitted at the time of
effectiveness of the  Registration  Statement in reliance on Rules 430A and 430C
under the Act, and (B) not file any amendment to the  Registration  Statement or
distribute  an  amendment  or   supplement  to  the   Prospectus  of  which  the
Representative  shall not previously have been advised and furnished with a copy
or to which the  Representative  shall have  reasonably  objected  in writing or
which is not in  compliance  with the  Rules and  Regulations  and (C) file on a
timely  basis all reports and any  definitive  proxy or  information  statements
required to be filed by the Company with the  Commission  subsequent to the date
of the Prospectus and prior to the termination of the offering of the Securities
by the Underwriters.

                  (b)      The Company will advise the  Representative  promptly
(A) when the  Registration  Statement or any  post-effective  amendment  thereto
shall have become effective, (B) of receipt of any comments from the Commission,
(C) of any request of the Commission for amendment of the Registration Statement
or for supplement to the Prospectus or for any additional  information,  and (D)
of the issuance by the Commission of any stop order suspending the effectiveness
of the  Registration  Statement or any order preventing or suspending the use of
any  Preliminary  Prospectus or the  Prospectus,  or of the  institution  of any
proceedings  for that  purpose or pursuant to Section 8A of the Act. The Company
will use its best  efforts  to  prevent  the  issuance  of any such order and to
obtain as soon as possible the lifting thereof, if issued.

                  (c)      The Company will cooperate with the  Underwriters  in
endeavoring to qualify the Securities for sale under the securities laws of such
jurisdictions  as the  Representative  may reasonably have designated in writing
and  will  make  such  applications,  file  such  documents,  and  furnish  such
information as may be reasonably required for that purpose,


                                       15
<PAGE>

provided the Company  shall not be required to qualify as a foreign  corporation
or to file a general consent to service of process in any jurisdiction  where it
is not now so  qualified or required to file such a consent.  The Company  will,
from  time to time,  prepare  and  file  such  statements,  reports,  and  other
documents,  as are or may be required to continue such  qualifications in effect
for  so  long  a  period  as  the  Representative  may  reasonably  request  for
distribution of the Securities.

                  (d)      The  Company  will  deliver to, or upon the order of,
the  Underwriters,  from  time  to  time,  as  many  copies  of any  Preliminary
Prospectus  as the  Representative  may  reasonably  request.  The Company  will
deliver  to, or upon the order of, the  Representative  during  the period  when
delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule
173(a) under the Act) (the "Prospectus  Delivery  Period") is required under the
Act, as many copies of the Prospectus in final form, or as thereafter amended or
supplemented,  as the  Representative may reasonably  request.  The Company will
deliver to the  Representative at or before the Closing Date, four signed copies
of the Registration  Statement and all amendments thereto including all exhibits
filed therewith, and will deliver to the Representative such number of copies of
the  Registration  Statement  (including  such number of copies of the  exhibits
filed  therewith  that  may  reasonably  be  requested),  and of all  amendments
thereto, as the Representative may reasonably request.

                  (e)      The  Company  will  comply with the Act and the Rules
and  Regulations,  and the Exchange  Act, and the rules and  regulations  of the
Commission thereunder, so as to permit the completion of the distribution of the
Units as contemplated in this Agreement and the Prospectus. If during the period
in which a prospectus  (or, in lieu thereof,  the notice  referred to under Rule
173(a) under the Act) is required by law to be delivered by the  Underwriters or
dealer,  any event  shall  occur as a result of which,  in the  judgment  of the
Company or in the reasonable opinion of the Underwriter, it becomes necessary to
amend or supplement the Prospectus in order to make the statements  therein,  in
the light of the circumstances  under which they were made, not misleading,  or,
if it is necessary at any time to amend or supplement  the  Prospectus to comply
with any law, the Company  promptly will prepare and file with the Commission an
appropriate  amendment  to  the  Registration  Statement  or  supplement  to the
Prospectus  so that the  Prospectus  as so amended or  supplemented  will not be
misleading, or so that the Prospectus will comply with the law.

                  (f)      If the  General  Disclosure  Package is being used to
solicit  offers  to buy the  Units  at a time  when  the  Prospectus  is not yet
available  to  prospective  purchasers  and any event shall occur as a result of
which,  in the  judgment  of the  Company  or in the  reasonable  opinion of the
Representative,  it  becomes  necessary  to  amend  or  supplement  the  General
Disclosure Package in order to make the statements  therein, in the light of the
circumstances  under  which  they  were  made,  not  misleading,  or to make the
statements   therein  not  conflict  with  the  information   contained  in  the
Registration  Statement then on file, or if it is necessary at any time to amend
or supplement the General Disclosure Package to comply with any law, the Company
promptly will prepare, file with the Commission (if required) and furnish to the
Underwriters  and any dealers an  appropriate  amendment  or  supplement  to the
General Disclosure Package.


                                       16
<PAGE>

                  (g)      The  Company  will make  generally  available  to its
security  holders,  as soon as it is  practicable to do so, but in any event not
later than 15 months after the effective date of the Registration  Statement, an
earnings statement (which need not be audited) in reasonable detail,  covering a
period of at least 12 consecutive  months  beginning after the effective date of
the  Registration   Statement,   which  earnings  statement  shall  satisfy  the
requirements  of  Section  11(a) of the Act and Rule 158  under the Act and will
advise  the  Representative  in  writing  when such  statement  has been so made
available.

                  (h)      Prior to the Closing  Date,  the Company will furnish
to the  Underwriter,  as soon as they have been  prepared by or are available to
the Company, a copy of any unaudited interim financial statements of the Company
for any period  subsequent  to the period  covered by the most recent  financial
statements appearing in the Registration Statement and the Prospectus.

                  (i)      The  Company  hereby  agrees  that until the  Company
consummates  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 Account
or which vote as a class with the Common Stock on the Business Combination.

                  (j)      The Company  will use its best  efforts to effect and
maintain the listing of the  Securities on the American  Stock  Exchange.  For a
period of at least four years from the  Effective  Date,  or until such  earlier
time upon which the Company is required to be  liquidated,  the Company will use
its best efforts to maintain  the  registration  of the Units,  Common Stock and
Warrants  under  the  provisions  of the  Exchange  Act.  The  Company  will not
deregister the Units under the Exchange Act without the prior written consent of
the Underwriter.

                  (k)      The Company  shall apply the net proceeds of its sale
of the Securities as set forth in the Registration  Statement and the Prospectus
and shall file such reports with the Commission  with respect to the sale of the
Securities and the  application of the proceeds  therefrom as may be required in
accordance with Rule 463 under the Act.

                  (l)      The Company  shall not invest,  or otherwise  use the
proceeds  received  by the  Company  from its sale of the  Securities  in such a
manner as would require the Company or any of the Subsidiaries to register as an
investment company under the 1940 Act.

                  (m)      The Company  will  maintain a transfer  agent and, if
necessary under the jurisdiction of  incorporation  of the Company,  a registrar
for the Common Stock.

                  (n)      The Company  will not take,  directly or  indirectly,
any  action  designed  to cause or result in, or that has  constituted  or might
reasonably be expected to constitute,  the  stabilization or manipulation of the
price of any securities of the Company.

                  (o)      In connection  with the Directed  Unit  Program,  the
Company will comply with all applicable  securities and other  applicable  laws,
rules  and  regulations  in each  jurisdiction  in with the  Directed  Units are
offered in  connection  with the  Directed  Unit  Program


                                       17
<PAGE>

and ensure that the Directed Units will be restricted to the extent  required by
the  NASD  or  the  NASD  rules  from  sale,  transfer,  assignment,  pledge  or
hypothecation   for  a  period  of  three  months  following  the  date  of  the
effectiveness of the Registration  Statement.  BAI will notify the Company as to
which DSP  Participants  will need to be so restricted.  The Company will direct
the transfer agent to place stop transfer  restrictions upon such securities for
such period of time. Should the Company release,  or seek to release,  from such
restrictions  any of the Directed  Units,  the Company  agrees to reimburse  the
Underwriters and BAI for any reasonable expense (including,  without limitation,
legal expenses) they incur in connection with such release.

                  (p)      In no event will the fees payable  under the Services
Agreement be more than $7,500 per month in the aggregate.

                  (q)      Except  as set  forth  in this  paragraph  4(q),  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 out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.

                  (r)      The  Company  will  reserve and keep  available  that
maximum number of its authorized but unissued securities which are issuable upon
exercise of any of the Securities outstanding from time to time.

                  (s)      Prior to the  consummation of a Business  Combination
or the liquidation of the Trust Account,  the Company shall not issue any shares
of Common Stock,  Warrants or any options or other  securities  convertible into
Common Stock, or any shares of preferred  stock which  participate in any manner
in the  Trust  Account  or  which  vote as a class  with the  Common  Stock on a
Business Combination.

                  (t)      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.

                  (u)      The Company  hereby  agrees that prior to  commencing
its due  diligence  investigation  of any operating  business  which the Company
seeks to acquire for its initial  Business  Combination  ("Target  Business") or
obtaining  the services of any vendor or service  provider or other  entity,  it
will use its best  efforts  to cause the  Target  Business  or vendor or service
provider or other entity with which the Company executes an agreement to execute
a waiver  letter in the form  attached  hereto as Exhibit A and Exhibit B. It is
understood  that the Company  may not be able to obtain such  letters in some or
all circumstances and that, nonetheless, the Company may still proceed with such
due  diligence  investigations  and enter into  agreements  with such parties or
obtaining  of  services,  as  applicable.  In the event  that a vendor or Target
Business refuses to enter into such a waiver letter, the Company may engage such
vendor or commence due diligence  investigations  of, or enter into  discussions
with,  such Target  Business,  provided the Company  determines that it would be
unable to  obtain,  on  reasonable  terms,  substantially  similar  services  or
opportunities from another entity willing to enter into such a waiver.


                                       18
<PAGE>

                  (v)      Prior to the  consummation  of the  initial  Business
Combination,   the  Company  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 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-month  period,  as described in the
Statutory Prospectus and the Prospectus), the Company will promptly adopt a plan
of dissolution and  distribution  of its assets and initiate  procedures for its
dissolution.  Upon the approval of the stockholders of the Company's dissolution
and plan of distribution  of assets,  the Company will distribute to all holders
of the Common Stock issued as part of the Units in this offering  ("IPO Shares")
an  aggregate  sum equal to the  Company's  "Liquidation  Value." The  Company's
"Liquidation  Value"  shall  mean  the  amount  of funds  in the  Trust  Account
(including (a) the proceeds held in the Trust Account from this Offering and the
Private  Placement,  (b) the amount held in the Trust Account  representing  the
Deferred  Underwriting  Discount and (c) any interest income earned on the funds
held in the Trust Account,  net of taxes payable and less amounts that have been
distributed  to the  Company as  described  in the  Registration  Statement  and
Prospectus  to cover a portion of the operating  expenses of the Company).  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 initial  Business
Combination  Vote, the Company shall cause the Initial  Stockholders to vote all
their IPO Shares and any other shares of Common Stock held by them, whenever and
however  acquired,  in  accordance  with the vote of a  majority  of the  Public
Stockholders  (as defined below).  At the time the Company seeks approval of the
initial  Business  Combination,  the  Company  will offer to each  holder of IPO
Shares (the "Public  Stockholders")  the right to convert  their IPO Shares at a
per share  conversion  price  (the  "Conversion  Price"),  calculated  as of two
business days prior to the consummation of such proposed  Business  Combination,
equal to (A) the amount in the Trust Account  inclusive of (x) the proceeds from
this Offering and the Private  Placement held in trust,  (y) any interest income
earned on the funds held in the Trust Account and (z) the Deferred  Underwriting
Discount but  exclusive of (1) taxes  payable on any amount in the Trust Account
and (2) $1.35  million,  net of taxes,  of interest  earned on the Trust Account
that have been  released  to the  Company  to cover a portion  of its  operating
expenses  divided by (B) the total  number of IPO  Shares.  If a majority of the
shares  voted by the  holders of IPO Shares  are voted to  approve  the  initial
Business  Combination,  and if holders of less than 20% in  interest  of the IPO
Shares vote against such approval of a Business Combination and 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 Public Stockholders shall be entitled to receive distributions
from the Trust  Account in connection  with the approval of an initial  Business
Combination,  and the Company  shall pay no  distributions  with  respect to any
other  holders or shares of capital  stock of the Company.  If holders of 20% or
more in interest of the IPO Shares vote against approval of a potential Business
Combination and elect to convert their IPO Shares,  the Company will not proceed
with such Business Combination and will not convert such shares.


                                       19
<PAGE>

                  (w)      The Company agrees that the initial  Target  Business
that it acquires in a Business  Combination  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 amount in the Trust Account  excluding the Deferred  Underwriting
Discount  (including  any portion of the  Deferred  Underwriting  Discount  that
relates to the Option  Units) less the  Company's  liabilities),  at the time of
such  acquisition.  The fair market value of such business must be determined by
the Board of Directors of the Company based upon standards generally accepted by
the financial  community,  such as (and not by means of  limitation)  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
(all  of the  Company's  assets,  including  the  amount  in the  Trust  Account
excluding  the  Deferred  Underwriting  Discount  (including  any portion of the
discount that relates to the Option Units) less the  Company's  liabilities)  at
the time of such Business  Combination,  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  of the  target  business  if the  Company's  Board  of  Directors
independently  determines  that the target  business does have  sufficient  fair
market value.

                  (x)      Upon  the   consummation  of  the  initial   Business
Combination,  the Company will pay to the Underwriter, the Deferred Underwriting
Discount  less  $0.28  per  IPO  Share   converted.   Payment  of  the  Deferred
Underwriting  Discount will be made out of the proceeds of this offering held in
the Trust  Account.  The  Underwriters  shall  have no claim to  payment  of any
interest  earned  on the  portion  of the  proceeds  held in the  Trust  Account
representing  the  Deferred  Underwriting  Discount.  If the  Company  fails  to
consummate its initial Business  Combination within the required time period set
forth in the Registration Statement, the Deferred Underwriting Discount will not
be paid to the  Underwriters and will,  instead,  be included in the liquidation
distribution  of the proceeds  held in the Trust  Account made to the holders of
the IPO Shares (as defined in Section 4(v) above).  In connection  with any such
liquidation distribution,  the Underwriters will forfeit any rights or claims to
the Deferred Underwriting Discount, including any accrued interest thereon.

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


                                       20
<PAGE>

         5.       COSTS AND EXPENSES.

         The  Company  will pay all costs,  expenses  and fees  incident  to the
performance of the obligations of the Company under this  Agreement,  including,
without limiting the generality of the foregoing, the following: accounting fees
of the Company;  the fees and disbursements of counsel for the Company; the cost
of printing and  delivering to, or as requested by, the  Underwriters  copies of
the  Registration  Statement,  Preliminary  Prospectuses,  the Prospectus,  this
Agreement,  the  Listing  Application;  the filing fees of the  Commission;  the
filing fees and expenses  (including legal fees and  disbursements)  incident to
securing any required  review by the NASD of the terms of the sale of the Units;
the  Listing  Fee of  the  American  Stock  Exchange;  the  costs  and  expenses
(including without limitation any damages or other reasonable amounts payable in
connection with legal or contractual liability) associated with the reforming of
any contracts for sale of the Units made by the Underwriters  caused by a breach
of the  representation  in  Section  1(c);  and all  costs and  expenses  of the
Underwriters  and BAI,  including the fees and  disbursements of counsel for the
Underwriters  and BAI and any  stamp  duties,  similar  taxes or duties or other
taxes incurred by the  Underwriters or BAI, in connection with the Directed Unit
Program.  The  Company  shall not,  however,  be  required to pay for any of the
Underwriters'  expenses  (other than those related to  qualification  under NASD
regulation) except that, if this Agreement shall not be consummated  because the
conditions in Section 6 hereof are not  satisfied,  or because this Agreement is
terminated by the  Underwriters  pursuant to Section 10 hereof,  or by reason of
any  failure,  refusal or  inability  on the part of the  Company to perform any
undertaking  or satisfy any condition of this Agreement or to comply with any of
the terms hereof on its part to be performed,  unless such  failure,  refusal or
inability is due primarily to the default or omission of the  Underwriters,  the
Company shall reimburse the Underwriters for reasonable documented out-of-pocket
expenses,  including fees and disbursements of counsel,  reasonably  incurred in
connection with investigating, marketing and proposing to market the Units or in
contemplation of performing their obligations  hereunder;  but the Company shall
not in any event be liable to the Underwriters for damages on account of loss of
anticipated profits from the sale by it of the Units.

         6.       CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

         The  obligation of the  Underwriters  to purchase the Firm Units on the
Closing  Date and the  Option  Units,  if any,  on the Option  Closing  Date are
subject to the  accuracy,  as of the  Applicable  Time,  the Closing Date or the
Option Closing Date, as the case may be, of the  representations  and warranties
of the Company  contained  herein,  and to the performance by the Company of its
covenants and obligations hereunder and to the following additional conditions:

                  (a)      The  Registration  Statement  and all  post-effective
amendments  thereto shall have become  effective and the  Prospectus  shall have
been  filed as  required  by Rules  424,  430A,  430C or 433 under  the Act,  as
applicable,  within the time period  prescribed by, and in compliance  with, the
Rules  and  Regulations,  and  any  request  of the  Commission  for  additional
information (to be included in the  Registration  Statement or otherwise)  shall
have been  disclosed to the  Representative  and complied with to its reasonable
satisfaction.  No stop order  suspending the  effectiveness  of the Registration
Statement,  as  amended  from  time to  time,  shall  have  been  issued  and no
proceedings  for that purpose or pursuant to Section 8A under the Act shall have


                                       21
<PAGE>

been  instituted or, to the knowledge of the Company,  shall be  contemplated or
threatened by the Commission and no  injunction,  restraining  order or order of
any nature by a Federal or state court of competent jurisdiction shall have been
issued as of the Closing Date which would prevent the issuance of the Units.

                  (b)      The Representative shall have received on the Closing
Date or the Option  Closing  Date,  as the case may be,  the  opinion of Reitler
Brown & Rosenblatt LLC,  counsel for the Company,  dated the Closing Date or the
Option Closing Date, as the case may be,  addressed to the  Representative  (and
stating that it may be relied upon by counsel to the Underwriters) to the effect
that:

                           (i)      The Company has been duly  incorporated  and
         is validly  existing as a corporation  in corporate good standing under
         the laws of the  State of  Delaware,  and has the  corporate  power and
         authority  to own or lease,  as the case may be,  its  property  and to
         conduct the business as described  in the  Prospectus,  and to execute,
         deliver and perform this Agreement, the Trust Agreement and the Warrant
         Agreement.  The Company is duly  qualified  to do business as a foreign
         corporation and is in good standing in all  jurisdictions  in which the
         conduct of its business requires such qualifications.

                           (ii)     This  Agreement,  the Trust  Agreement,  the
         Registration  Rights  Agreement,  the Warrant Purchase  Agreement,  the
         Subscription  Agreements  and the  Warrant  Agreement  have  been  duly
         authorized, executed and delivered by the Company.

                           (iii)    The authorized  capital stock of the Company
         consists of 250,000,000 shares of Common Stock and 25,000,000 shares of
         Preferred  Stock,  par  value  $.001  per  share  ("Preferred  Stock").
         Immediately  prior to the  closing  under  this  Agreement,  there  are
         3,125,000 shares of Common Stock outstanding of record and no shares of
         Preferred Stock issued and outstanding.  All of such outstanding shares
         of Common Stock are duly  authorized,  have been validly issued and are
         fully paid and non-assessable.

                           (iv)     Except as  described in or  contemplated  by
         the Registration Statement and the Prospectus, there are no outstanding
         securities  of  the  Company   convertible  or  exchangeable   into  or
         evidencing the right to purchase or subscribe for any shares of capital
         stock  of the  Company  and  there  are no  outstanding  or  authorized
         options,  warrants or rights of any character obligating the Company to
         issue any shares of its capital stock or any securities  convertible or
         exchangeable  into or evidencing the right to purchase or subscribe for
         any shares of such stock;  and except as described in the  Registration
         Statement  and the  Prospectus,  no  holder  of any  securities  of the
         Company or any other person has the right,  contractual  or  otherwise,
         which  has not been  satisfied  or  effectively  waived,  to cause  the
         Company  to sell or  otherwise  issue to  them,  or to  permit  them to
         underwrite  the sale of, any of the Securities or the right to have any
         Common  Stock  or  other  securities  of the  Company  included  in the
         Registration  Statement or the right,  as a result of the filing of the
         Registration  Statement,  to


                                       22
<PAGE>

         require  registration  under the Act of any  shares of Common  Stock or
         other securities of the Company.

                           (v)      The Common Stock  included in the Firm Units
         has  been  duly  authorized  and,  when  issued  and  paid  for  by the
         Underwriters pursuant to this Agreement,  will be validly issued, fully
         paid and  nonassessable.  The  shares of  Common  Stock  issuable  upon
         exercise of the Warrants and the Private  Placement  Warrants have been
         duly  authorized and, when issued and paid for pursuant to the Warrants
         or the Private Placement Warrants,  as the case may be, will be validly
         issued, fully paid and nonassessable.

                           (vi)     The  Warrants  and  the  Private   Placement
         Warrants, when issued and paid for by the Underwriters pursuant to this
         Agreement  or  the  Warrant  Purchase  Agreement  as  applicable,  will
         constitute  valid and  binding  agreements  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 will be enforceable
         against  the  Company  in  accordance  with  their  terms.  The form of
         certificate  representing  the Common  Stock filed as an exhibit to the
         Registration  Statement  is in due  and  proper  form,  satisfying  the
         applicable  requirements of the DGCL, the Certificate of Incorporation,
         By-laws and the applicable rules of the American Stock Exchange.

                           (vii)    The execution,  delivery and  performance of
         the  Warrants  and  the  Private  Placement  Warrants  have  been  duly
         authorized  by  all  necessary  corporate  action  on the  part  of the
         Company. The Warrants and the Private Placement Warrants have been duly
         executed and delivered by the Company.

                           (viii)   Each   of   the   Warrant   Agreement,   the
         Registration  Rights  Agreement,  the Warrant Purchase  Agreement,  the
         Subscription Agreements and the Trust Agreement constitutes a valid and
         binding  agreement  of the Company  enforceable  against the Company in
         accordance with its terms. The holders of outstanding shares of capital
         stock of the Company are not entitled to preemptive rights to subscribe
         for the Securities.

                           (ix)     No consent, approval, authorization or order
         of, or filing with, any governmental  agency,  public body or any court
         of the State of New York, the State of Delaware or of the United States
         of America is required  under New York Law, the DGCL or Federal Law for
         the execution,  delivery or performance of this Agreement,  the Warrant
         Agreement,  the Warrants,  the Private Placement  Warrants or the Trust
         Agreement  by the  Company,  except (A) such as may be  required  under
         state  securities  laws  or (B)  for  the  filing  of the  Registration
         Statement  with the  Commission  and the  receipt  of the  order of the
         Commission declaring such Registration Statement effective (as noted in
         paragraph  (xv) below,  such  counsel has been  informed  orally by the
         Commission that it has declared the Registration Statement effective).


                                       23
<PAGE>

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

                           (xi)     To such  counsel's  knowledge,  there  is no
         action, suit or proceeding by or before any court or other governmental
         agency,  authority  or  body  or  any  arbitrator  pending  or  overtly
         threatened  against the Company or its properties by a third party of a
         character  required  to be  disclosed  in the  Prospectus  that  is not
         disclosed  in the  Prospectus  as  required  by the Act  and the  rules
         thereunder.  To  such  counsel's  knowledge,  there  is  no  indenture,
         contract, lease, mortgage, deed of trust, note agreement, loan or other
         agreement  or  instrument  of a  character  required  to be filed as an
         exhibit to the Registration  Statement,  which is not filed as required
         by the Act and the rules thereunder.

                           (xii)    The execution,  delivery and  performance by
         the Company of this Agreement,  the Warrant Agreement, the Registration
         Rights  Agreement,  the Warrant  Purchase  Agreement,  the Subscription
         Agreements,  the Warrants,  the Private Placement Warrants or the Trust
         Agreement and compliance by the Company with the provisions thereof and
         the issuance and sale of the  Securities  pursuant to and in accordance
         with the  provisions of this  Agreement will not (i) result in a breach
         or default (or give rise to any right of  termination,  cancellation or
         acceleration) under any indenture,  contract,  lease, mortgage, deed of
         trust, note agreement,  loan or other agreement to which the Company is
         a party or may be  bound,  and  (ii)  will not  result  in a breach  or
         violation of any of the provisions of the Certificate of  Incorporation
         or By-laws,  the DCGL or any  Federal Law or New York Law,  or, to such
         counsel's knowledge, any judgment, order, writ, injunction or decree of
         any  court or other  tribunal  located  in the State of New York or the
         State of  Delaware  of which  such  counsel  is are  aware  and that is
         applicable to the Company.

                           (xiii)   The  Registration   Statement,   as  of  its
         effective  date,  the  Prospectus,  as of its date,  and the  Statutory
         Prospectus (other than the financial statements,  the notes thereto and
         the related  schedules and other financial and statistical  information
         included  therein  or  omitted  therefrom,  as to  which  such  counsel
         expresses no opinion) complied as to form in all material respects with
         the  requirements  of the Securities  Act and the applicable  rules and
         regulations of the Commission thereunder.

                           (xiv)    Such counsel does not know of any  contracts
         or  documents  required  to be filed as  exhibits  to the  Registration
         Statement or described in the Registration  Statement or the Prospectus
         which are not so filed or described as required, and such contracts and
         documents  as are  summarized  in  the  Registration  Statement  or the
         Prospectus are fairly summarized in all material respects.


                                       24
<PAGE>

                           (xv)     Such  counsel  has  been   informed  by  the
         Commission that the Registration Statement was declared effective under
         the  Securities Act as of 4:00 p.m. EST on February 28, 2007 (the "Time
         of Sale").  The  Prospectus was filed with the Commission in the manner
         and within the time period required by Rule 424(b) under the Securities
         Act, on March 2, 2007.  To such  counsel's  knowledge,  no  stop  order
         suspending the  effectiveness  of the  Registration  Statement has been
         issued and no proceeding  for that purpose or pursuant to Section 8A of
         the  Act  has  been  instituted  or is  pending  or  threatened  by the
         Commission.

                           (xvi)    The statements in the  Prospectus  under the
         captions  "Description of  Securities,"  "Federal Income and Estate Tax
         Considerations" and "Certain  Relationships and Related  Transactions,"
         insofar as such statements constitute summaries of the legal matters or
         documents referred to therein,  are accurate  descriptions or summaries
         in all material respects.

                           (xvii)   The Company is not, and will not become,  as
         a result of the consummation of the  transactions  contemplated by this
         Agreement,  and application of the net proceeds  therefrom as described
         in the Prospectus,  required to register as an investment company under
         the 1940 Act.

         In rendering such opinion Reitler Brown & Rosenblatt LLC may rely as to
matters  governed by the laws of states  other than New York or Federal  laws on
local counsel in such jurisdictions,  provided that in each case Reitler Brown &
Rosenblatt LLC shall state that they believe that they and the  Underwriters are
justified in relying on such other counsel. In addition to the matters set forth
above,  such  opinion  shall also include a statement to the effect that nothing
has come to the  attention of such counsel  which leads them to believe that (i)
the  Registration  Statement,  at the time it  became  effective  under  the Act
(including the information deemed to be a part of the Registration  Statement at
the time it became effective  pursuant to Rules 430A and 430C under the Act) and
as of the Closing Date or the Option Closing Date, as the case may be, contained
or contains an untrue  statement of a material fact or omitted or omits to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading and (ii) the General Disclosure Package, as of
the Applicable Time, contained an untrue statement of a material fact or omitted
to state a material fact necessary to make the statements  therein, in the light
of the circumstances  under which they were made, not misleading,  and (iii) the
Prospectus,  or any supplement thereto, on the date it was filed pursuant to the
Rules and  Regulations and as of the Closing Date or the Option Closing Date, as
the case may be, contained or contains an untrue statement of a material fact or
omitted  or  omits  to  state a  material  fact  necessary  in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading,  (except  that such  counsel  need express no view as to
financial statements and schedules and other financial data derived therefrom).

                  (c)      The  Representative  shall have received from Bingham
McCutchen LLP, counsel for the  Underwriters,  an opinion dated the Closing Date
or the Option Closing Date, as the case may be, such opinion or opinions,  dated
the Closing Date and addressed to the Underwriter,  with respect to the issuance
and sale of the Securities, the Registration Statement,


                                       25
<PAGE>

the  Statutory  Prospectus  and the  Prospectus  (together  with any  supplement
thereto) and other related matters as the Representative may reasonably require,
and the Company  shall have  furnished to such  counsel  such  documents as they
reasonably request for the purpose of enabling them to pass upon such matters.

                  (d)      The  Representative  shall have received,  on each of
the date hereof, the Closing Date and, if applicable, the Option Closing Date, a
letter dated the date hereof,  the Closing Date or the Option  Closing  Date, as
the case may be, in form and substance  satisfactory to the  Representative,  of
Eisner LLP confirming that they are an independent  registered public accounting
firm  with  respect  to the  Company  within  the  meaning  of the  Act  and the
applicable Rules and Regulations and the PCAOB and stating that in their opinion
the  financial  statements  and  schedules  examined by them and included in the
Registration  Statement  and the  Prospectus  comply  in  form  in all  material
respects with the applicable accounting  requirements of the Act and the related
Rules and  Regulations;  and containing such other statements and information as
is ordinarily  included in accountants'  "comfort  letters" to underwriters with
respect to the  financial  statements  and  certain  financial  and  statistical
information contained in the Registration Statement and the Prospectus.

                  (e)      The Representative shall have received on the Closing
Date  and,  if  applicable,  the  Option  Closing  Date,  as the  case may be, a
certificate or certificates  of the Chairman and the Chief Financial  Officer of
the Company to the effect  that,  as of the Closing  Date or the Option  Closing
Date, as the case may be, each of them severally represents as follows:

                           (i)      The   Registration   Statement   has  become
         effective under the Act and no stop order suspending the  effectiveness
         of the Registration  Statement or no order preventing or suspending the
         use of any  Preliminary  Prospectus or the  Prospectus has been issued,
         and no  proceedings  for such  purpose or pursuant to Section 8A of the
         Act have been instituted or are, to his or her knowledge,  contemplated
         or threatened by the Commission;

                           (ii)     The  representations  and  warranties of the
         Company  contained  in Section 1 hereof are true and  correct as of the
         Closing Date or the Option Closing Date, as the case may be;

                           (iii)    All  filings  required  to  have  been  made
         pursuant to Rules 424, 430A or 430C under the Act have been made as and
         when required by such rules;

                           (iv)     He or she has carefully examined the General
         Disclosure  Package  and, in his or her opinion,  as of the  Applicable
         Time, the statements  contained in the General  Disclosure  Package did
         not contain any untrue  statement of a material  fact, and such General
         Disclosure  Package did not omit to state a material fact  necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;


                                       26
<PAGE>

                           (v)      He  or  she  has   carefully   examined  the
         Registration  Statement and, in his or her opinion, as of the effective
         date of the Registration Statement,  the Registration Statement and any
         amendments  thereto did not contain any untrue  statement of a material
         fact and did not omit to state a material  fact  necessary  in order to
         make the  statements  therein not  misleading,  and since the effective
         date of the Registration  Statement, no event has occurred which should
         have  been  set  forth  in a  supplement  to or  an  amendment  of  the
         Prospectus  which  has not  been so set  forth  in such  supplement  or
         amendment;

                           (vi)     He  or  she  has   carefully   examined  the
         Prospectus  and, in his or her opinion,  as of its date and the Closing
         Date or the Option Closing Date, as the case may be, the Prospectus and
         any  amendments  and  supplements  thereto  did not  contain any untrue
         statement of a material  fact and did not omit to state a material fact
         necessary in order to make the statements  therein, in the light of the
         circumstances under which they were made, not misleading; and

                           (vii)    Since  the  respective  dates  as  of  which
         information  is given in the  Registration  Statement  and  Prospectus,
         there  has not been any  material  adverse  change  or any  development
         involving a  prospective  material  adverse  change in or affecting the
         business, management, properties, assets, rights, operations, condition
         (financial or  otherwise)  or prospects of the Company,  whether or not
         arising in the ordinary course of business.

                  (f)      The   Company    shall   have    furnished   to   the
Representative   such  further   certificates   and  documents   confirming  the
representations  and warranties,  covenants and conditions  contained herein and
related matters as the Representative may reasonably have requested.

                  (g)      The Firm Units and Option  Units,  if any,  have been
duly listed, subject to notice of issuance, on the American Stock Exchange.

                  (h)      The NASD has not raised any objection with respect to
the fairness and reasonableness of the underwriting terms and arrangements.

         The opinions and  certificates  mentioned  in this  Agreement  shall be
deemed to be in compliance  with the  provisions  hereof only if they are in all
material respects  satisfactory to the  Representative  and to Bingham McCutchen
LLP, counsel for the Underwriters.

         If any of the  conditions  hereinabove  provided  for in this Section 6
shall not have been  fulfilled  when and as  required  by this  Agreement  to be
fulfilled,  the obligations of the  Underwriters  hereunder may be terminated by
the  Representative by notifying the Company of such termination in writing,  by
telephone or  facsimile  at or prior to the Closing  Date or the Option  Closing
Date, as the case may be.

         In such event, the Company and the Underwriters  shall not be under any
obligation  to each other  (except to the extent  provided  in  Sections 5 and 8
hereof).


                                       27
<PAGE>

         7.       CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

         The  obligations  of the Company to sell and deliver the portion of the
Units  required to be delivered  as and when  specified  in this  Agreement  are
subject to the  conditions  that at the Closing Date or the Option Closing Date,
as  the  case  may  be,  no  stop  order  suspending  the  effectiveness  of the
Registration  Statement  shall  have been  issued  and in effect or  proceedings
therefor initiated or threatened.

         8.       INDEMNIFICATION.

                  (a)      The Company agrees:

                           (1)      to   indemnify   and  hold   harmless   each
         Underwriter  and  BAI  and  each  person,  if  any,  who  controls  any
         Underwriter  or BAI within the meaning of either  Section 15 of the Act
         or Section 20 of the Exchange Act, against any losses,  claims, damages
         or liabilities to which such Underwriter or any such controlling person
         may become subject under the Act or otherwise,  insofar as such losses,
         claims,  damages or  liabilities  (or actions or proceedings in respect
         thereof)  arise out of or are based  upon (i) any untrue  statement  or
         alleged  untrue  statement  of  any  material  fact  contained  in  the
         Registration Statement,  any Preliminary Prospectus,  the Prospectus or
         any amendment or supplement  thereto or any prospectus wrapper material
         distributed in any  jurisdiction in connection with the reservation and
         sale of Directed Units for the DSP Participants or (ii) the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary  to make the  statements  therein not  misleading;
         provided, however, that the Company will not be liable in any such case
         to the extent that any such loss, claim, damage or liability arises out
         of or is based upon an untrue statement or alleged untrue statement, or
         omission or alleged  omission made in the Registration  Statement,  any
         Preliminary   Prospectus,   the   Prospectus,   or  such  amendment  or
         supplement, in reliance upon and in conformity with written information
         furnished  to  the  Company  by  or  on  behalf  of  the   Underwriters
         specifically  for use therein,  it being understood and agreed that the
         only such  information  furnished by the  Underwriters  consists of the
         information described as such in Section 12 herein; and

                           (2)      to reimburse each  Underwriter and each such
         controlling  person  upon  demand for any legal or other  out-of-pocket
         expenses  reasonably  incurred by such  Underwriter or such controlling
         person in  connection  with  investigating  or defending any such loss,
         claim, damage or liability,  action or proceeding or in responding to a
         subpoena  or  governmental  inquiry  related  to  the  offering  of the
         Securities,  whether or not the Underwriter or controlling  person is a
         party to any  action or  proceeding.  In the event  that it is  finally
         judicially  determined that the Underwriter was not entitled to receive
         payments for legal and other  expenses  pursuant to this  subparagraph,
         such  Underwriter  will promptly return all sums that had been advanced
         pursuant hereto.


                                       28
<PAGE>

                  (b)      Each of the  Underwriters  agrees,  severally and not
jointly, to indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the Registration Statement,  and each person, if
any, who controls the Company within the meaning of the Act, against any losses,
claims,  damages  or  liabilities  to which the  Company  or any such  director,
officer,  or  controlling  person may become subject under the Act or otherwise,
insofar  as  such  losses,   claims,  damages  or  liabilities  (or  actions  or
proceedings  in respect  thereof)  arise out of or are based upon (i) any untrue
statement or alleged  untrue  statement of any  material  fact  contained in the
Registration  Statement,  any  Preliminary  Prospectus,  the  Prospectus  or any
amendment or supplement thereto, or (ii) the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading;  and will reimburse any legal or other
expenses  reasonably  incurred by the Company or any such director,  officer, or
controlling  person in connection with investigating or defending any such loss,
claim, damage, liability, action or proceeding;  provided, however, that each of
the  Underwriters  will be liable in each  case to the  extent,  but only to the
extent,  that such untrue  statement or alleged untrue  statement or omission or
alleged  omission has been made in the Registration  Statement,  any Preliminary
Prospectus, the Prospectus or such amendment or supplement, in reliance upon and
in conformity with written information  furnished to the Company by or on behalf
of the Underwriters specifically for use therein, it being understood and agreed
that the only such  information  furnished by the  Underwriters  consists of the
information  described as such in Section 12 herein.  This  indemnity  agreement
will  be in  addition  to any  liability  which  each  of the  Underwriters  may
otherwise have.

                  (c)      In case any proceeding  (including  any  governmental
investigation)  shall be  instituted  involving  any  person in respect of which
indemnity  may  be  sought   pursuant  to  this  Section  8,  such  person  (the
"indemnified  party")  shall  promptly  notify  the  person  against  whom  such
indemnity   may  be  sought   (the   "indemnifying   party")  in   writing.   No
indemnification  provided for in Section 8(a),  (b) or (d) shall be available to
any party who shall fail to give notice as provided in this  Section 8(c) if the
party to whom notice was not given was unaware of the  proceeding  to which such
notice would have related and was  materially  prejudiced by the failure to give
such  notice,  but the  failure  to give  such  notice  shall  not  relieve  the
indemnifying  party or parties from any  liability  which it or they may have to
the  indemnified  party for  contribution  or  otherwise  than on account of the
provisions of Section  8(a),  (b) or (d). In case any such  proceeding  shall be
brought against any indemnified party and it shall notify the indemnifying party
of the  commencement  thereof,  the  indemnifying  party  shall be  entitled  to
participate  therein  and, to the extent that it shall  wish,  jointly  with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel  satisfactory  to such  indemnified  party and shall pay as incurred the
fees and  disbursements of such counsel related to such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own counsel
at its own expense.  Notwithstanding the foregoing, the indemnifying party shall
pay as incurred (or within 30 days of presentation) the fees and expenses of the
counsel  retained  by the  indemnified  party in the event (i) the  indemnifying
party and the  indemnified  party shall have mutually agreed to the retention of
such  counsel,  (ii) the named  parties to any such  proceeding  (including  any
impleaded parties) include both the indemnifying party and the indemnified party
and  representation  of both parties by the same counsel would be  inappropriate
due to  actual  or  potential  differing  interests  between  them or (iii)  the
indemnifying  party shall have  failed to assume the defense and employ  counsel
acceptable  to the  indemnified  party within a reasonable


                                       29
<PAGE>

period of time after notice of commencement of the action.  Notwithstanding  the
foregoing, it is understood that the indemnifying party shall not, in connection
with any proceeding or related  proceedings in the same jurisdiction,  be liable
for the reasonable fees and expenses of more than one separate firm for all such
indemnified   parties.   Such  firm  shall  be  designated  in  writing  by  the
Representative  in the case of parties  indemnified  pursuant to Section 8(a) or
8(d) and by the Company in the case of parties  indemnified  pursuant to Section
8(b).  The  indemnifying  party  shall not be liable for any  settlement  of any
proceeding effected without its written consent but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees
to  indemnify  the  indemnified  party from and against any loss or liability by
reason of such settlement or judgment. In addition,  the indemnifying party will
not,  without the prior  written  consent of the  indemnified  party,  settle or
compromise  or consent to the entry of any judgment in any pending or threatened
claim,  action or proceeding of which  indemnification  may be sought  hereunder
(whether or not any  indemnified  party is an actual or potential  party to such
claim,  action or proceeding) unless such settlement,  compromise or consent (x)
includes an unconditional  release of each indemnified  party from all liability
arising  out of such  claim,  action or  proceeding  and (y) does not  include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.

                  (d)      In connection with the offer and sale of the Directed
Units, the Company agrees,  promptly upon a request in writing, to indemnify and
hold  harmless  each  Underwriter  and each person,  if any,  who controls  such
Underwriter  within the meaning of either Section 15 of the Act or Section 20 of
the  Exchange  Act,  from and against any and all losses,  liabilities,  claims,
damages  and  expenses  incurred  by it as a result  of the  failure  of the DSP
Participants  to pay for and accept  delivery of Directed  Units which,  by 8:00
A.M.  New York  City  time on the  first  business  day  after  the date of this
Agreement,  were subject to a properly  confirmed  agreement  to  purchase.  The
Company  agrees to indemnify  and hold harmless  BAI, its  directors,  officers,
employees  and agents,  and each  person,  if any,  who  controls BAI within the
meaning of the  Securities  Act or the  Exchange  Act against  any loss,  claim,
damage,  liability or expense, as incurred,  to which BAI, or any such director,
officer,  employee, agent or controlling person may become subject, which (i) is
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in any  material  prepared  by or with the consent of the Company for
distribution to DSP Participants in connection with the Directed Unit Program or
caused by any  omission  or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  (ii) is caused by the failure of any DSP Participant to pay for and
accept delivery of Directed Units that such DSP Participant  agreed to purchase;
(iii)  arises out of or is based upon the  violation of any  applicable  laws or
regulations of foreign  jurisdictions where Directed Units have been offered, or
(iv) is related to,  arising out of, or in  connection  with the  Directed  Unit
Program, other than losses, claims, damages or liabilities (or expenses relating
thereto)  that are  finally  judicially  determined  to have  resulted  from the
willful  misconduct,  bad  faith  or  gross  negligence  of BAI.  The  indemnity
agreement set forth in this  paragraph  shall be in addition to any  liabilities
that the Company may otherwise have.  Notwithstanding  anything contained herein
to the contrary, if indemnification may be sought pursuant to this Section 8(d),
then in addition to such separate counsel as may be provided for the indemnified
parties pursuant to this Section 8, the  indemnifying  party shall be liable for
the reasonable fees and expenses of not more than one separate firm (in addition
to one local counsel) for BAI, the directors,  officers, employees and agents of
BAI, and all  persons,  if


                                       30
<PAGE>

any,  who  control BAI within the  meaning of either the  Securities  Act or the
Exchange  Act for the  defense of any  losses,  claims,  damages or  liabilities
arising out the Directed Unit Program.

                  (e)      To the extent  the  indemnification  provided  for in
this Section 8 is unavailable to or insufficient to hold harmless an indemnified
party under  Section  8(a),  (b) or (d) above in respect of any losses,  claims,
damages or liabilities (or actions or proceedings in respect  thereof)  referred
to therein,  then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative  benefits  received by the Company on the
one hand and the  Underwriters on the other from the offering of the Securities.
If, however,  the allocation  provided by the immediately  preceding sentence is
not permitted by applicable law then each indemnifying party shall contribute to
such amount paid or payable by such  indemnified  party in such proportion as is
appropriate  to reflect not only such  relative  benefits  but also the relative
fault  of the  Company  on the one  hand and the  Underwriters  on the  other in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages or liabilities (or actions or proceedings in respect  thereof),
as well as any other relevant  equitable  considerations.  The relative benefits
received by the Company on the one hand and the  Underwriters on the other shall
be  deemed to be in the same  proportion  as the  total  net  proceeds  from the
offering (before deducting  expenses)  received by the Company bear to the total
underwriting discounts and commissions received by the Underwriter, in each case
as set forth in the  table on the cover  page of the  Prospectus.  The  relative
fault shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the  Underwriters  on the  other  and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

         The  Company and the  Underwriters  agree that it would not be just and
equitable if contributions  pursuant to this Section 8(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the  equitable  considerations  referred to above in this Section  8(e).  The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages or liabilities  (or actions or proceedings in respect  thereof)
referred to above in this  Section  8(e) shall be deemed to include any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions  of this  subsection  (e),  (i) no  Underwriter  shall be required to
contribute any amount in excess of the  underwriting  discounts and  commissions
applicable to the Securities  purchased by such Underwriter,  and (ii) no person
guilty of 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.

                  (f)      In  any  proceeding   relating  to  the  Registration
Statement,  any  Preliminary  Prospectus,  the  Prospectus or any  supplement or
amendment thereto, each party against whom contribution may be sought under this
Section 8 hereby consents to the  jurisdiction of any court having  jurisdiction
over any other contributing  party,  agrees that process issuing from such court
may be  served  upon it by any other  contributing  party  and  consents  to the


                                       31
<PAGE>

service of such process and agrees that any other contributing party may join it
as  an  additional  defendant  in  any  such  proceeding  in  which  such  other
contributing party is a party.

                  (g)      Any losses, claims, damages,  liabilities or expenses
for which an indemnified  party is entitled to  indemnification  or contribution
under this Section 8 shall be paid by the indemnifying  party to the indemnified
party as such losses, claims, damages, liabilities or expenses are incurred. The
indemnity  and  contribution  agreements  contained  in this  Section  8 and the
representations  and warranties of the Company set forth in this Agreement shall
remain  operative  and  in  full  force  and  effect,   regardless  of  (i)  any
investigation  made by or on behalf of any Underwriter or any person controlling
any  Underwriter,  the  Company,  its  directors  or  officers  or  any  persons
controlling the Company,  (ii) acceptance of any Securities and payment therefor
hereunder,  and (iii) any  termination  of this  Agreement.  A successor  to any
Underwriter,  or any person controlling any Underwriter,  or to the Company, its
directors or officers, or any person controlling the Company,  shall be entitled
to the benefits of the  indemnity,  contribution  and  reimbursement  agreements
contained in this Section 8.

         9.       NOTICES.

         All  communications  hereunder  shall  be in  writing  and,  except  as
otherwise provided herein, will be mailed, delivered or telecopied and confirmed
as follows:  if to the  Underwriters,  to Banc of America  Securities LLC, 40 W.
57th Street, 30th Floor, New York, New York 10019; Attention: Syndicate Manager,
with a copy to Banc of America  Securities  LLC, 40 W. 57th Street,  30th Floor,
New York, New York 10019,  Attention:  General  Counsel;  if to the Company,  to
Churchill Ventures Ltd., 50 Revolutionary  Road,  Scarborough,  NY 10510, with a
copy to Reitler Brown & Rosenblatt  LLC, 800 Third  Avenue,  New York, NY 10022,
Attention: Robert Steven Brown.

         10.      TERMINATION.

         This Agreement may be terminated by the Representative by notice to the
Company (a) at any time prior to the Closing Date or any Option Closing Date (if
different  from the Closing Date and then only as to Option Units) if any of the
following has occurred:  (i) since the respective dates as of which  information
is given in the Registration  Statement,  the General Disclosure Package and the
Prospectus,   any  material  adverse  change  or  any  development  involving  a
prospective  material  adverse  change in or affecting the  earnings,  business,
management,  properties,  assets,  rights,  operations,  condition (financial or
otherwise)  or prospects of the Company,  whether or not arising in the ordinary
course  of  business,   (ii)  any  outbreak  or  escalation  of  hostilities  or
declaration  of war or national  emergency  or other  national or  international
calamity  or crisis if the  effect of such  outbreak,  escalation,  declaration,
emergency,  calamity  or crisis on the  financial  markets of the United  States
would, in the Representative's judgment, make it impracticable or inadvisable to
market the Units or to enforce  contracts  for the sale of the Units,  (iii) any
material  change in  economic  or  political  conditions,  if the effect of such
change  on  the  financial   markets  of  the  United   States  would,   in  the
Representative's  judgment,  make it  impracticable or inadvisable to market the
Units or to enforce  contracts  for the sale of the Units or (iv)  suspension of
trading in  securities  generally on the New York Stock  Exchange,  the American
Stock Exchange or the Nasdaq National Market or limitation on prices (other than
limitations  on hours or numbers of days of trading)  for  securities  on either
such


                                       32
<PAGE>

Exchange,  (v) the enactment,  publication,  decree or other promulgation of any
statute,  regulation, rule or order of any court or other governmental authority
which in the  Representative's  opinion  materially and adversely affects or may
materially and adversely affect the business or operations of the Company,  (vi)
the  declaration  of a banking  moratorium  by United  States or New York  State
authorities,  (vii) any downgrading, or placement on any watch list for possible
downgrading,  in the  rating  of any of the  Company's  debt  securities  by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Exchange Act);  (viii) the suspension of trading of the
Company's  common stock by the American Stock Exchange,  the Commission,  or any
other  governmental  authority  or,  (ix)  the  taking  of  any  action  by  any
governmental  body or agency in respect of its monetary or fiscal  affairs which
in the Representative's  reasonable opinion has a material adverse effect on the
securities markets in the United States; or

                  (b)      as provided in Section 6 of this Agreement.

         11.      SUCCESSORS.

         This  Agreement  has been and is made  solely  for the  benefit  of the
Underwriters  and  the  Company  and  their  respective  successors,  executors,
administrators,  heirs and assigns, and the officers,  directors and controlling
persons  referred  to  herein,  and no  other  person  will  have  any  right or
obligation   hereunder.   No  purchaser  of  any  of  the  Securities  from  the
Underwriters  shall be deemed a  successor  or  assign  merely  because  of such
purchase.

         12.      INFORMATION PROVIDED BY UNDERWRITER.

         The Company and the  Underwriters  acknowledge  and agree that the only
information  furnished or to be furnished by any  Underwriter to the Company for
inclusion in the  Registration  Statement,  any  Preliminary  Prospectus  or the
Prospectus  consists  of the  information  set  forth  in the  third  and  tenth
paragraphs under the caption "Underwriting" in the Prospectus.

         13.      DEFAULT BY UNDERWRITERS.

         If on the Closing Date or the Option  Closing Date, as the case may be,
any  Underwriter  shall fail to  purchase  and pay for the  portion of the Units
which  such  Underwriter  has  agreed  to  purchase  and pay  for on  such  date
(otherwise  than by reason of any default on the part of the  Company),  you, as
Representative of the Underwriters, shall use your reasonable efforts to procure
within 36 hours thereafter one or more of the other Underwriters, or any others,
to  purchase  from the Company  such  amounts as may be agreed upon and upon the
terms  set  forth  herein,  the  Units  which  the  defaulting   Underwriter  or
Underwriters  failed  to  purchase.  If  during  such  36  hours  you,  as  such
Representative,  shall not have procured such other Underwriters, or any others,
to purchase the Units agreed to be purchased by the  defaulting  Underwriter  or
Underwriters,  then (a) if the  aggregate  number of Units with respect to which
such default shall occur does not exceed 10% of the Units to be purchased on the
Closing  Date  or the  Option  Closing  Date,  as the  case  may be,  the  other
Underwriters  shall be obligated,  severally,  in  proportion to the  respective
numbers of Units which they are obligated to purchase hereunder, to purchase the
Units which such defaulting  Underwriter or Underwriters failed to purchase,  or
(b) if the  aggregate  number of Units with respect to which such default  shall
occur exceeds 10% of


                                       33
<PAGE>

the Units to be purchased on the Closing Date or the Option Closing Date, as the
case may be, the Company or you as the  Representative  of the Underwriters will
have the right,  by written  notice given within the next 36-hour  period to the
parties to this Agreement,  to terminate this Agreement without liability on the
part of the  non-defaulting  Underwriters or of the Company except to the extent
provided  in  Sections  5 and 8  hereof.  In  the  event  of a  default  by  any
Underwriter or  Underwriters,  as set forth in this Section 13, the Closing Date
or Option  Closing  Date,  as the case may be, may be postponed for such period,
not exceeding seven days, as you, as Representative, may determine in order that
the  required  changes in the  Registration  Statement,  the General  Disclosure
Package or in the Prospectus or in any other  documents or  arrangements  may be
effected.   The  term  "Underwriter"  includes  any  person  substituted  for  a
defaulting Underwriter. Any action taken under this Section 13 shall not relieve
any  defaulting  Underwriter  from  liability  in respect of any default of such
Underwriter under this Agreement.

         14.      MISCELLANEOUS.

         The   reimbursement,   indemnification   and  contribution   agreements
contained in this Agreement and the representations, warranties and covenants in
this  Agreement  shall  remain in full  force and effect  regardless  of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of any
Underwriter or controlling person thereof,  or by or on behalf of the Company or
its  directors or officers,  and (c) delivery of and payment for the  Securities
under this Agreement.

         The Company  acknowledges and agrees that each Underwriter in providing
investment  banking  services to the Company in  connection  with the  offering,
including in acting  pursuant to the terms of this  Agreement,  has acted and is
acting as an independent  contractor and not as a fiduciary and the Company does
not intend such  Underwriter to act in any capacity other than as an independent
contractor, including as a fiduciary or in any other position of higher trust.

         This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

         This Agreement shall be governed by, and construed in accordance  with,
the law of the State of New York, including, without limitation,  Section 5-1401
of the New York General Obligations Law.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       34
<PAGE>

         If the foregoing letter is in accordance with your understanding of our
agreement,  please  sign  and  return  to us  the  enclosed  duplicates  hereof,
whereupon it will become a binding  agreement  among the Company and the several
Underwriters in accordance with its terms.

                                        Very truly yours,

                                        CHURCHILL VENTURES LTD.



                                        By  /s/ Christopher Bogart
                                          --------------------------------------
                                            Name:  Christopher Bogart
                                            Title: Chief Executive Officer

The foregoing  Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

BANC OF AMERICA SECURITIES LLC,
     As Representative of the Several
     Underwriters listed on Schedule II

By:  Banc of America Securities LLC



By           /s/ Thomas M. Morrison
    --------------------------------------------
                 Authorized Officer
                 Thomas M. Morrison
                 Managing Director


By
    --------------------------------------------
                 Authorized Officer



<PAGE>

                                   SCHEDULE I
                                   ----------

              PRICE AND OTHER TERMS OF THE OFFERING CONVEYED ORALLY

SALES TRADERS: YOU MUST READ THIS INFORMATION TO YOUR ACCOUNTS - DO NOT FORWARD
THE EMAIL

PRICE:  $8.00

OFFERING SIZE:  12,500,000 shares

TRADE DATE:  February 28, 2007

SETTLEMENT DATE:  March 6, 2007

On February 28th, the company filed Amendment No. 6 to its S-1 registration
statement. The principal changes reflecting in this filing are as follows:

     o   Churchill will not engage in any business combination in which it
         acquires less than 50% of the outstanding voting securities of the
         target business.

     o   If Churchill acquires less than 100% of any target business, the value
         of the interest acquired will have a fair market value equal to at
         least 80% of Churchill's net assets.

     o   Churchill's board of directors shall prepare, or have prepared, a
         formal valuation and quantitative analysis for any business opportunity
         that will be presented to stockholders for approval.

     o   Stockholders who vote against the business combination will be entitled
         to convert their shares into their pro rata share of the trust account,
         including the deferred underwriting discount.


                                       36
<PAGE>

                                   SCHEDULE II
                                   -----------



Banc of America Securities LLC      10,095,000

GunnAllen Financial Inc.            630,000

Legend Merchant Group, Inc.         600,000

Maxim Group LLC                     1,075,000

Pali Capital Inc.                   100,000

<PAGE>

                                                                       EXHIBIT A


Churchill Ventures Ltd.
50 Revolutionary Road
Scarborough, New York  10510

Gentlemen:

Reference  is made to the Final  Prospectus  of  Churchill  Ventures  Ltd.  (the
"Company"),  dated ___, 2007 (the "Prospectus").  Capitalized terms used and not
otherwise  defined  herein  shall  have  the  meanings  assigned  to them in the
Prospectus.

We have read the  Prospectus  and understand  that Company has  established  the
Trust  Account,  initially  in an amount of $___ for the  benefit  of the Public
Stockholders  and that Company may disburse  monies from the Trust  Account only
(i) to the Public Stockholders in the event of the redemption of their shares or
the  liquidation  of Company or (ii) to Company after it  consummates an initial
Business Combination.

For and in  consideration  of Company  agreeing to evaluate the  undersigned for
purposes  of  consummating  an  initial   Business   Combination  with  it,  the
undersigned  hereby agrees that it does not have any right,  title,  interest or
claim of any kind in or to any monies in the Trust  Account  (the  "Claim")  and
hereby waives any Claim it may have in the future as a result of, or arising out
of, any  negotiations,  contracts or  agreements  with Company and will not seek
recourse against the Trust Account for any reason whatsoever.


                                        ----------------------------------------
                                        Print Name of Target Business


                                        ----------------------------------------
                                        Authorized Signature of Target Business


<PAGE>

                                                                       EXHIBIT B


Churchill Ventures Ltd.
50 Revolutionary Road
Scarborough, New York  10510

Gentlemen:

Reference  is made to the Final  Prospectus  of  Churchill  Ventures  Ltd.  (the
"Company"),  dated ___, 2007 (the "Prospectus").  Capitalized terms used and not
otherwise  defined  herein  shall  have  the  meanings  assigned  to them in the
Prospectus.

We have read the  Prospectus  and understand  that Company has  established  the
Trust  Account,  initially  in an amount of $___ for the  benefit  of the Public
Stockholders  and that Company may disburse  monies from the Trust Account only:
(i) to the Public Stockholders in the event of the redemption of their shares or
the  liquidation of Company;  or (ii) to Company after it consummates an initial
Business Combination.

For and in  consideration  of Company  engaging the services of the undersigned,
the undersigned hereby agrees that it does not have any right,  title,  interest
or claim of any kind in or to any monies in the Trust  Account (the "Claim") and
hereby waives any Claim it may have in the future as a result of, or arising out
of, any  negotiations,  contracts or  agreements  with Company and will not seek
recourse against the Trust Account for any reason whatsoever.


                                        ----------------------------------------
                                        Print Name of Vendor


                                        ----------------------------------------
                                        Authorized Signature of Vendor