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                                                                   EXHIBIT 10.12

                           WARRANT PLACEMENT AGREEMENT

          WARRANT PLACEMENT AGREEMENT (this "Agreement") made as of this ___ day
of ______ 2006 among Harbor Acquisition Corporation, a Delaware corporation (the
"Company") and the undersigned (the "Purchasers").

          WHEREAS, the Company has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-1, as amended (File No.
333-126300) (the "Registration Statement"), in connection with the Company's
initial public offering (the "IPO") of up to 11,500,000 units, each unit
("Unit") consisting of one share of the Company's common stock, $.0001 par value
(the "Common Stock"), and (ii) two warrants (the "Warrants"), each Warrant to
purchase one share of Common Stock; and

          WHEREAS, the Company desires to sell in a private placement to the
Purchasers (the "Placement") an aggregate of 2,000,000 warrants (the "Placement
Warrants") substantially identical to the Warrants being issued in the IPO
pursuant to the terms and conditions hereof and as set forth in the Registration
Statement, except that the Placement Warrants to be issued in the Placement
shall not be registered under the Securities Act of 1933, as amended (the
"Securities Act");

          WHEREAS, each Purchaser desires to acquire the number of Placement
Warrants set forth opposite his name on SCHEDULE A hereto;

          WHEREAS, the Placement Warrants shall be governed by the Warrant
Agreement filed as an exhibit to the Registration Statement; and

          WHEREAS, the Purchasers are entitled to registration rights with
respect to the Placement Warrants and the Common Stock underlying such Placement
Warrants (collectively, the "Registrable Securities") on the terms set forth in
this Agreement.

          NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

     1.   PURCHASE OF WARRANTS. The Purchasers hereby agree, directly or through
          nominees, to purchase an aggregate of 2,000,000 Placement Warrants at
          a purchase price of $0.65 per Placement Warrant, or an aggregate of
          $1,300,000 (the "Purchase Price"). Such purchases shall be in the
          names and amounts set forth on SCHEDULE A hereto.

     2.   CLOSING. The closing of the purchase and sale of the Placement
          Warrants (the "Closing") will take place at such time and place as the
          parties may agree (the "Closing Date"), but in no event later than the
          date on which the SEC declares the Registration Statement effective
          (the "Effective Date"). On the Effective Date, the Purchasers shall
          pay the Purchase Price by wire transfer of funds to an account
          maintained by the Company. Immediately prior to the closing of the
          IPO, the Company shall deposit $1,300,000 of the Purchase Price into
          the trust account described in the Registration Statement (the "Trust
          Account"). The certificates for the Placement Warrants shall be
          delivered to the Purchasers promptly after the closing of the IPO.

     3.   VOTING OF SHARES. If the Company solicits approval of its stockholders
          of a Business Combination, the Purchasers shall vote all of the shares
          of the Common Stock acquired by the Purchasers (i) in the IPO and (ii)
          in the aftermarket in favor of the Business Combination and therefore
          waive any redemption rights they might have with respect to certain of
          such shares. As used herein, a "Business Combination" shall mean an
          acquisition by merger, capital stock exchange, asset or stock
          acquisition of, or similar business combination with, one or more
          entities with agreements to acquire an operating business in the
          consumer or industrial products sectors selected by the Company.

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     4.   WAIVER OF LIQUIDATION DISTRIBUTIONS. The Purchasers hereby waive any
          and all right, title, interest or claim of any kind in or to any
          liquidating distributions by the Company in the event of a liquidation
          of the Company upon the Company's failure to timely complete a
          Business Combination. For purposes of clarity, any shares of Common
          Stock purchased in the IPO or the aftermarket by the Purchasers shall
          be eligible to receive any liquidating distributions by the Company.

     5.   LOCK-UP AGREEMENT. The Purchasers shall not sell, assign, hypothecate,
          or transfer any of the Placement Warrants purchased pursuant to this
          Agreement until the earlier of consummation of a Business Combination
          or liquidation of the Company. In order to enforce this covenant, the
          undersigned agrees, if requested by FBW, to deposit the certificates
          representing the Placement Warrants in an account to be established at
          FBW.

     6.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser
          hereby represents and warrants to the Company that:

          6.1  The Purchaser is an "accredited investor" as that term is defined
               in Rule 501 of Regulation D promulgated under the Securities Act.

          6.2  The Placement Warrants are being acquired for the Purchaser's own
               account, only for investment purposes and not with a view to, or
               for resale in connection with, any distribution or public
               offering thereof within the meaning of the Securities Act.

          6.3  The Purchaser has the full right, power and authority to enter
               into this Agreement and this Agreement is a valid and legally
               binding obligation of the Purchaser enforceable against the
               Purchaser in accordance with its terms.

     7.   REGISTRATION RIGHTS.

          7.1  DEMAND REGISTRATION. Upon the consummation of a Business
               Combination, the Purchasers or their transferees holding a
               majority in interest of the Registrable Securities may make a
               written demand for registration under the Securities Act of all
               or part of their Registrable Securities (a "Demand
               Registration"). Any demand for a Demand Registration shall
               specify the number of Registrable Securities proposed to be sold
               and the intended method(s) of distribution thereof. The Company
               will notify all holders of Registrable Securities of the demand,
               and each holder of Registrable Securities who wishes to include
               all or a portion of such holder's Registrable Securities in the
               Demand Registration (each such holder including shares of
               Registrable Securities in such registration, a "Demanding
               Holder") shall so notify the Company within fifteen (15) days
               after the receipt by the holder of the notice from the Company.
               Upon any such request, the Demanding Holders shall be entitled to
               have their Registrable Securities included in the Demand
               Registration.

               The Company shall, as expeditiously as possible and in any event
               within sixty (60) days after receipt of a request for a Demand,
               prepare and file with the SEC a Registration Statement on any
               form for which the Company then qualifies or which counsel for
               the Company shall deem appropriate and which form shall be
               available for the sale of all Registrable Securities to be
               registered thereunder in accordance with the intended method(s)
               of distribution thereof, and shall use its best efforts to cause
               such Registration Statement to become effective as promptly as
               practicable, but in no event prior to the consummation of the
               Business Combination.

               The Company shall not be obligated to effect more than two Demand
               Registrations in respect of Registrable Securities.

          7.2  "PIGGYBACK" REGISTRATION RIGHTS. Subject to the last sentence of
               this Section 7.2, at any time after a Business Combination, if
               the Company shall determine to proceed with the actual
               preparation and filing of a new registration statement under the
               Securities Act in connection with the proposed offer and sale of
               any of its securities by it or any of its security holders (other
               than a registration statement on Form S-4, S-8 or other limited
               purpose form), the Company will give written notice of its

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               determination to the Purchasers or their nominees. Upon the
               written request from a majority-in-interest of the Purchasers,
               within 15 days after receipt of any such notice from the Company,
               the Company will, except as herein provided, cause all of the
               Registrable Securities covered by such request (the "Requested
               Stock") held by the Purchasers making such request (the
               "Requesting Holders") to be included in such registration
               statement (each, a "Piggy-Back Registration"), all to the extent
               requisite to permit the sale or other disposition by the
               prospective seller or sellers of the Requested Stock; provided,
               further, that nothing herein shall prevent the Company from, at
               any time, abandoning or delaying any registration. If any
               registration pursuant to this Section 7.2 shall be underwritten
               in whole or in part, the Company may require that the Requested
               Stock be included in the underwriting on the same terms and
               conditions as the securities otherwise being sold through the
               underwriters. In such event, the Requesting Holders shall, if
               requested by the underwriters, execute an underwriting agreement
               containing customary representations and warranties by selling
               stockholders and a lock-up on Registrable Securities not being
               sold. If in the good faith judgment of the managing underwriter
               of such public offering the inclusion of all of the Requested
               Stock would reduce the number of shares to be offered by the
               Company or interfere with the successful marketing of the shares
               of stock offered by the Company, the number of shares of
               Requested Stock otherwise to be included in the underwritten
               public offering may be reduced pro rata (by number of shares)
               among the Requesting Holders and all other holders of
               registration rights who have requested inclusion of their
               securities or excluded in their entirety if so required by the
               underwriter. To the extent only a portion of the Requested Stock
               is included in the underwritten public offering, those shares of
               Requested Stock which are thus excluded from the underwritten
               public offering and any other securities of the Company held by
               such holders shall be withheld from the market by the Holders
               thereof for a period, not to exceed 90 days, which the managing
               underwriter reasonably determines is necessary in order to effect
               the underwritten public offering. At such time as the provisions
               of the registration rights agreement filed as an exhibit to the
               Registration Statement covering the shares of Common Stock
               acquired by the Purchasers prior to the IPO may be exercised, the
               exercise and procedural provisions of such agreement, rather than
               the provisions of Sections 7.2, 7.3 and 7.4 hereof, shall govern
               the Registrable Securities with respect to Piggy-Back
               Registrations.

          7.3  REGISTRATION PROCEDURES. To the extent required by Sections 7.1
               or 7.2, the Company will:

               (a)  prepare and file with the SEC a registration statement with
                    respect to such securities, and use its best efforts to
                    cause such registration statement to become and remain
                    effective until the earlier of the date on which all of the
                    Registrable Securities included in the registration
                    statement have been disposed of in accordance with the
                    intended method(s) of distribution set forth in such
                    Registration Statement or three years from the effective
                    date;

               (b)  prepare and file with the SEC such amendments to such
                    registration statement and supplements to the prospectus
                    contained therein as may be necessary to keep such
                    registration statement effective until the earlier of the
                    date on which all of the Registrable Securities included in
                    the registration statement have been disposed of in
                    accordance with the intended method(s) of distribution set
                    forth in such Registration Statement or three years from the
                    effective date;

               (c)  furnish to the holders participating in such registration
                    and to the underwriters of the securities being registered
                    such reasonable number of copies of the registration
                    statement, preliminary prospectus, final prospectus and such
                    other documents as such underwriters may reasonably request
                    in order to facilitate the public offering of such
                    securities;

               (d)  use its best efforts to register or qualify the securities
                    covered by such registration statement under such state
                    securities or blue sky laws of such jurisdictions as the
                    holders may reasonably request in writing within 20 days
                    following the original filing of such registration
                    statement, except that the Company shall not for any purpose
                    be required to execute a general consent to service of
                    process or to qualify to do business as a foreign
                    corporation in any jurisdiction wherein it is not so
                    qualified;

               (e)  notify the holders, promptly after it shall receive notice
                    thereof, of the time when such registration statement has
                    become effective or a supplement to any prospectus forming a
                    part of such registration statement has been filed;

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               (f)  notify the holders promptly of any request by the SEC for
                    the amending or supplementing of such registration statement
                    or prospectus or for additional information;

               (g)  prepare and promptly file with the SEC and promptly notify
                    such holders of the filing of such amendment or supplement
                    to such registration statement or prospectus as may be
                    necessary to correct any statements or omissions if, at the
                    time when a prospectus relating to such securities is
                    required to be delivered under the Securities Act, any event
                    shall have occurred as the result of which any such
                    prospectus or any other prospectus as then in effect would
                    include an untrue statement of a material fact or omit to
                    state any material fact necessary to make the statements
                    therein, in the light of the circumstances in which they
                    were made, not misleading; and

               (h)  advise the holders, promptly after it shall receive notice
                    or obtain knowledge thereof, of the issuance of any stop
                    order by the SEC suspending the effectiveness of such
                    registration statement or the initiation or threatening of
                    any proceeding for that purpose and promptly use its best
                    efforts to prevent the issuance of any stop order or to
                    obtain its withdrawal if such stop order should be issued.

The Purchasers shall cooperate with the Company in providing the information
necessary to effect the registration of the Registrable Securities, including
completion of customary questionnaires.

          7.4  EXPENSES. The Company shall bear all costs and expenses incurred
               in connection with any Demand Registration pursuant to Section
               7.1, any Piggy-Back Registration pursuant to Section 7.2, and all
               expenses incurred in performing or complying with its other
               obligations under this Agreement, whether or not the Registration
               Statement becomes effective, including, without limitation: (i)
               all registration and filing fees; (ii) fees and expenses of
               compliance with securities or "blue sky" laws (including fees and
               disbursements of counsel in connection with blue sky
               qualifications of the Registrable Securities); (iii) printing
               expenses; (iv) the Company's internal expenses (including,
               without limitation, all salaries and expenses of its officers and
               employees); (v) the fees and expenses incurred in connection with
               the exchange listing of the Registrable Securities; (vi) National
               Association of Securities Dealers, Inc. fees; (vii) fees and
               disbursements of counsel for the Company and fees and expenses
               for independent certified public accountants retained by the
               Company (including the expenses or costs associated with the
               delivery of any opinions or comfort letters); (viii) the fees and
               expenses of any special experts retained by the Company in
               connection with such registration and (ix) the fees and expenses
               of one legal counsel selected by the holders of a
               majority-in-interest of the Registrable Securities included in
               such registration. The Company shall have no obligation to pay
               any underwriting discounts or selling commissions attributable to
               the Registrable Securities being sold by the holders thereof,
               which underwriting discounts or selling commissions shall be
               borne by such holders. Additionally, in an underwritten offering,
               all selling shareholders and the Company shall bear the expenses
               of the underwriter pro rata in proportion to the respective
               amount of shares each is selling in such offering.

     8.   WAIVER OF CLAIMS; INDEMNIFICATION. The Purchasers hereby waive any and
          all rights to assert any present or future claims, including any right
          of rescission, against the Company, FBW or the other underwriters in
          the IPO with respect to their purchase of the Placement Warrants, and
          each Purchaser agrees jointly and severally to indemnify and hold the
          Company, FBW and the other underwriters in the IPO harmless from all
          losses, damages or expenses that relate to claims or proceedings
          brought against the Company, FBW or such other underwriters by any
          Purchaser of the Placement Warrants or their transferees, heirs,
          assigns or any subsequent holders of the Placement Warrants.

     9.   COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number
          of counterparts, each of which when so executed shall be deemed to be
          an original and all of which taken together shall constitute one and
          the same instrument. This Agreement or any counterpart may be executed
          via facsimile transmission, and any such executed facsimile copy shall
          be treated as an original.

     10.  GOVERNING LAW. This Agreement shall for all purposes be deemed to be
          made under and shall be construed in accordance with the laws of the
          State of Maryland. Each of the parties hereby agrees that any action,
          proceeding or claim against it arising out of or relating in any way
          to this Agreement shall be brought and

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          enforced in the courts of the State of Maryland or the United States
          District Court for the District of Maryland, and irrevocably submits
          to such jurisdiction, which jurisdiction shall be exclusive. Each of
          the parties hereby waives any objection to such exclusive jurisdiction
          and that such courts represent an inconvenient forum.

   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
___ day of _______ 2006.

                           HARBOR ACQUISITION CORPORATION


                           By:
                               ----------------------------------------------
                                  Robert J. Hanks, Chief Executive Officer


                           PURCHASERS:


                           --------------------------------------------------
                           Name:
                                 --------------------------------------------


                           --------------------------------------------------
                           Name:
                                 --------------------------------------------

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                                   SCHEDULE A

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