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                                                                    EXHIBIT 10.1







                                                     June 21, 2004


Rand Acquisition Corporation
595 Madison Avenue, 35th Floor
New York, New York 10022

EarlyBirdCapital, Inc.
600 Third Avenue
33rd Floor
New York, New York 10016

                  Re:      Initial Public Offering

Gentlemen:

                  The undersigned stockholder, officer and director of Rand
Acquisition Corporation ("Company"), in consideration of EarlyBirdCapital, Inc.
("EBC") entering into a letter of intent ("Letter of Intent") to underwrite an
initial public offering of the securities of the Company ("IPO") and embarking
on the IPO process, hereby agrees as follows (certain capitalized terms used
herein are defined in paragraph 11 hereof):

                  1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.

                  2. In the event that the Company fails to consummate a
Business Combination within 18 months from the effective date ("Effective Date")
of the registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the undersigned
will take all reasonable actions within his power to cause the Company to
liquidate as soon as reasonably practicable. The undersigned hereby waives any
and all right, title, interest or claim of any kind in or to any distribution of
the Trust Fund (as defined in the Letter of Intent) as a result of such
liquidation with respect to his Insider Shares ("Claim") and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever. The undersigned agrees to indemnify
and hold harmless




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Rand Acquisition Corporation
EarlyBirdCapital, Inc.
June 21, 2004
Page 2


the Company against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) which the
Company may become subject as a result of any claim by any vendor or other
person who is owed money by the Company for services rendered or products sold,
or by any target business, but only to the extent necessary to ensure that such
loss, liability, claim, damage or expense does not reduce the amount in the
Trust Fund (as defined in the Letter of Intent).

                  3. In order to minimize potential conflicts of interest which
may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire an operating business, until the
earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be an
officer or director of the Company, subject to any pre-existing fiduciary
obligations the undersigned might have.

                  4. The undersigned acknowledges and agrees that the Company
will not consummate any Business Combination which involves a company which is
affiliated with any of the Insiders unless the Company obtains an opinion from
an independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

                  5. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that commencing on the
Effective Date, ProChannel Management LLC ("Related Party"), shall be allowed to
charge the Company an allocable share of Related Party's overhead, up to $7,500
per month, to compensate it for the Company's use of Related Party's offices,
utilities and personnel. Related Party and the undersigned shall also be
entitled to reimbursement from the Company for their out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

                  6. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.



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Rand Acquisition Corporation
EarlyBirdCapital, Inc.
June 21, 2004
Page 3


                  7. The undersigned will escrow his Insider Shares for the
three year period commencing on the Effective Date subject to the terms of a
Stock Escrow Agreement which the Company will enter into with the undersigned
and an escrow agent acceptable to the Company.

                  8. I agree to be the Chairman of the Board, Chief Executive
Officer and a director of the Company until the earlier of the consummation by
the Company of a Business Combination or the liquidation of the Company. The
undersigned's biographical information furnished to the Company and EBC and
attached hereto as Exhibit A is true and accurate in all respects, does not omit
any material information with respect to the undersigned's background and
contains all of the information required to be disclosed pursuant to Section 401
of Regulation S-K, promulgated under the Securities Act of 1933. The
undersigned's Questionnaire furnished to the Company and EBC and annexed as
Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that:

         (a) he is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

         (b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

         (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

                  9. I have full right and power, without violating any
agreement by which I am bound, to enter into this letter agreement and to serve
as Chairman of the Board and Chief Executive Officer of the Company.

                  10. I authorize any employer, financial institution, or
consumer credit reporting agency to release to EBC and its legal representatives
or agents (including any investigative search firm retained by EBC) any
information they may have about my background and finances ("Information").
Neither EBC nor its agents shall be violating my right of privacy in any manner
in requesting and obtaining the Information and I hereby release them from
liability for any damage whatsoever in that connection.



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Rand Acquisition Corporation
EarlyBirdCapital, Inc.
June 21, 2004
Page 4


                  11. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.


                                                     Laurence S. Levy
                                                     Print Name of Insider

                                                     /s/ Laurence S. Levy
                                                     -----------------------
                                                     Signature




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                                    EXHIBIT A

         LAURENCE S. LEVY has been our chairman of the board and chief executive
officer since our inception. In June 1986, Mr. Levy co-founded Hyde Park
Holdings, Inc., a private investment firm specializing in leveraged buyouts, and
has been its chairman of the board since that date. In March 1991, Mr. Levy
acquired Warehouse Associates L.P., a private logistics provider, and has served
as its chairman of the board since that time. In April 1999, Mr. Levy and John
Hancock Financial established PFI Resource Management LP and has served as its
manager since that date. PFI Resource Management is an investor in the Private
Funding Initiative program in the United Kingdom which is privatizing state
infrastructure assets. In October 1999, Mr. Levy, together with DLJ Real Estate
Capital Partners II, formed a predecessor of Ozburn-Hessey Logistics, LLC. Since
that time, Mr. Levy has served as a director of, and consultant to,
Ozburn-Hessey Logistics, which is an independent logistics company. In January
2000, Mr. Levy, in partnership with John Hancock Financial, acquired Derby
Industries LLC, a leading sub-assembler to the appliance industry. Since that
time, Mr. Levy has served as chairman of the board of Derby Industries LLC.
Since October 2002, Mr. Levy has been the chairman of the board, chief executive
officer and president of Regency Affiliates Inc., an OTC Bulletin Board-listed
holding company that holds interests in real estate, a power station and other
assets. In December 2002, Mr. Levy, in partnership with Macquarie Bank, acquired
Parking Company of America Airports LLC, an off-airport parking company. Since
that time, Mr. Levy has served as a director of Parking Company of America
Airports. From August 1991 until May 1999, Mr. Levy was chief executive officer
of High Voltage Engineering Corporation, a diversified industrial and
manufacturing company, and from March 1988 until January 2003 served as a member
of its board of directors. Mr. Levy received a Bachelor of Commerce degree and a
Bachelor of Accountancy degree from the University of Witwatersrand in
Johannesburg, South Africa, and an M.B.A. from Harvard University and graduated
as a Baker Scholar. He is also a Chartered Accountant (South Africa).