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                                                                    EXHIBIT 10.3


                                               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 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 cause all Insider Shares beneficially owned by
him to be voted 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

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Rand Acquisition Corporation
EarlyBirdCapital, Inc.
June 21, 2004
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Fund for any reason whatsoever. The undersigned agrees to indemnify and hold
harmless 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 the undersigned
shall be entitled to reimbursement from the Company for his 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.

          7. The undersigned will cause any Insider Shares beneficially owned by
him to be escrowed 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

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


with the holders of the Insider Shares and an escrow agent acceptable to the
Company.

          8. I agree to be 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 a director
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.

          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)


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Rand Acquisition Corporation
EarlyBirdCapital, Inc.
June 21, 2004
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"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.

                                               Sandeep D. Alva
                                               Print Name of Insider

                                               /s/ Sandeep D. Alva
                                               -----------------------
                                               Signature

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                                    EXHIBIT A

          SANDEEP D. ALVA has been a member of our board of directors since our
inception. In July 2000, Mr. Alva founded Falcon Investment Advisors, LLC, a
private equity investment firm providing subordinated debt and equity capital to
middle market companies, and has been its managing director since its formation.
From March 1991 to July 2000, Mr. Alva served as senior managing director and
Mezzanine and Private Equity Team Leader of the John Hancock Bond & Corporate
Finance Group, an affiliate of John Hancock Financial Services, Inc. Prior to
that, he was a principal at Joseph, Littlejohn & Levy, a private equity
investment firm, from December 1989 to March 1991. Mr. Alva received a Bachelor
of Commerce degree from Bombay University, India, and an M.B.A. from Cornell
University.