UNIT
      PURCHASE OPTION CLARIFICATION AGREEMENT




This
      Unit
      Purchase Option Clarification Agreement (this “Agreement”), dated January 30,
      2008, is to amend the Unit Purchase Option, dated as of April 13, 2006 (the
      “Option”), issued by Jaguar Acquisition Corporation, a Delaware corporation,
      with offices at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken,
      PA 19428 (“Company”), to EarlyBirdCapital, Inc., with offices at 275 Madison
      Avenue, 27 th Floor,
      New York, New York 10016 (“Option Holder”).




WHEREAS,
      as a result of certain questions that have arisen regarding the accounting
      treatment applicable to the Option, the parties hereto deem it necessary and
      desirable to amend the Option to clarify that the Option Holder does not have
      the right to receive a net cash settlement in the event the Company does not
      maintain a current prospectus relating to the units, common stock and warrants
      issuable upon exercise of the Option at the time such Option is
      exercisable.




NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      to amend the Option as set forth herein.




1.  Option.
      The undersigned hereby agree that the Option is hereby amended by adding the
      following as Section 2.1.1 to the Option:





“2.1.1
      No
      Exercise of Purchase Option if a Registration Statement is not Effective.
      Notwithstanding anything herein to the contrary, the Company shall not be
      obligated to deliver any securities pursuant to the exercise of this Purchase
      Option unless (i) a registration statement under the Act with respect to the
      Units, Warrants and Common Stock issuable upon such exercise is effective,
      or
      (ii) in the opinion of counsel to the Company or counsel to the Holder
      reasonably satisfactory to the Company, the exercise of this Purchase Option
      is
      exempt from the registration requirements of the Act and such securities are
      qualified for sale or exempt from qualification under applicable securities
      laws
      of the states or other jurisdictions in which the registered holders reside.
      This Purchase Option may not be exercised by, or securities issued to, any
      registered holder in any state in which such exercise or issuance would be
      unlawful. In no event will the Holder be entitled to receive a net-cash
      settlement or other consideration in lieu of physical settlement in securities
      if the securities underlying this Purchase Option is not covered by an effective
      registration statement.”




2.  Miscellaneous.




a.  Governing
      Law; Jurisdiction. The validity, interpretation, and performance of this
      Agreement shall be governed in all respects by the laws of the State of New
      York, without giving effect to conflict of laws. The Company hereby agrees
      that
      any action, proceeding or claim against it arising out of or relating in any
      way
      to this Agreement shall be brought and enforced in the courts of the State
      of
      New York or the United States District Court for the Southern District of New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum. Any such
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it in care of the address set forth above or such other
      address as the undersigned shall furnish in writing to the other. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim.









b.  Binding
      Effect. This Agreement shall be binding upon and inure to the benefit of the
      parties hereto and to their respective heirs, legal representatives, successors
      and assigns.




c.  Entire
      Agreement. This Agreement sets forth the entire agreement and understanding
      between the parties as to the subject matter thereof and merges and supersedes
      all prior discussions, agreements and understandings of any and every nature
      among them. Except as set forth in this Agreement, provisions of the original
      Option which are not inconsistent with this Agreement shall remain in full
      force
      and effect. This Agreement may be executed in counterparts.




d.  Severability.
      This Agreement shall be deemed severable, and the invalidity or unenforceability
      of any term or provision hereof shall not affect the validity or enforceability
      of this Agreement or of any other term or provision hereof. Furthermore, in
      lieu
      of any such invalid or unenforceable term or provision, the parties hereto
      intend that there shall be added as a part of this Agreement a provision as
      similar in terms to such invalid or unenforceable provision as may be possible
      and be valid and enforceable




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IN
      WITNESS WHEREOF, the parties hereto have executed this Unit Purchase Option
      Clarification Agreement as of the date first written above.




JAGUAR
                  ACQUISTION CORPORATIONBy:
              /s/
                  Jonathan KalmanName:
                  Jonathan KalmanTitle:
                  Chief Executive OfficerEARLYBIRDCAPITAL,
                  INC.By:
              /s/
                  David M. NussbaumName:
                  David M. NussbaumTitle:
                  Chairman




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