**EXHIBIT
        99.1**





May
      __,
      2008








Highlands
      Acquisition Corp.


One
      Paragon Drive, Suite 125


Montvale,
      New Jersey 07645





Citigroup
      Global Markets Inc.


As
      Representative of the Several Underwriters


388
      Greenwich Street


New
      York,
      New York 10013





Gentlemen:





This
      letter is being delivered to you in accordance with the Underwriting Agreement
      (the “ Underwriting
      Agreement ”)
      entered into by and between Highlands Acquisition Corp., a Delaware corporation
      (the “ Company ”),
      and
      Citigroup Global Markets Inc., as Representative (the “ Representative ”)
      of the
      several underwriters named in Schedule I thereto (the “ Underwriters ”),
      relating to an underwritten initial public offering (the “ IPO ”)
      of the
      Company’s units (the “ Units ”),
      each
      comprised of one share of the Company’s common stock, par value $0.0001 per
      share (the “ Common
      Stock ”),
      and
      one warrant exercisable for one share of Common Stock (each, a “ Warrant ”).
      Certain capitalized terms used herein are defined in Section 17
      hereof.




In
      recognition of the benefit that such IPO will confer upon the undersigned as
      a
      stockholder of the Company, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
      agrees with the Company as follows:




1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will (i) vote all shares of Founder’s Common Stock included in the
      Founder’s Units beneficially owned by him in accordance with the majority of the
      votes cast by the holders of the IPO Shares and in favor of an amendment to
      the
      Company’s Amended and Restated Certificate of Incorporation to provide for the
      Company’s perpetual existence and (ii) vote all other shares of the Company’s
      Common Stock that may be acquired by him after the date hereof in favor of
      such
      Business Combination.




2.  In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from October 3, 2007, which date is the effective date of the
      registration statement relating to the IPO, the undersigned will, as promptly
      as
      possible, (i) cause the Trust Account to be liquidated and distributed to the
      holders of IPO Shares and (ii) 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 Account
      and
      any remaining net assets of the Company as a result of such liquidation with
      respect to his shares of Founder’s Common Stock (“ 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 Account for any reason whatsoever; provided,
      however, that in the event that the Company fails to consummate a Business
      Combination and the Trust Account is liquidated and distributed, nothing herein
      shall prevent the undersigned from participating in the Trust Account pro rata
      with the Company’s public stockholders with respect to any shares of Common
      Stock purchased by the undersigned after the date hereof.







3.  The
      undersigned understands that the Company may effect a Business Combination
      with
      any entity and agrees that, during the period commencing on the closing of
      the
      IPO and extending until the Company has entered into a letter of intent,
      agreement in principle or definitive agreement regarding the Company’s initial
      Business Combination, he will not participate in the formation of, or become
      affiliated as an officer, director or stockholder of, any blank check company
      with a focus on target businesses in the healthcare industry; provided, however,
      that nothing contained herein shall override a person’s fiduciary obligations to
      any entity with which he is currently, directly or indirectly, associated or
      affiliated or by whom he is currently employed.




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 the Representative 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 or in connection
      with
      the consummation of the Business Combination; provided, however, 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, nor 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.  Subject
      to the terms and conditions hereof and in reliance upon the covenants,
      representations and warranties of the undersigned contained herein, on the
      date
      hereof the undersigned shall pay to the Company $150 (the “ Purchase
      Price ”)
      in
      consideration of the sale and delivery of 20,700 units (the “ Founder’s
      Units ”)
      of the
      Company, with each Founder’s Unit consisting of one share of Common Stock (the
“ Founder’s
      Common Stock ”)
      and
      one warrant to purchase one share of Common Stock (the “ Founder’s
      Warrant ”).
      Each
      Founder’s Warrant will have an exercise price of $7.50 per share and will become
      exercisable on the later of the completion of the Company’s initial business
      combination or January 3, 2009 if and when the last sales price of the Company’s
      common stock exceeds $14.25 per share for any 20 trading days within a
      30-trading day period beginning 90 days after the Company’s initial business
      combination. The undersigned acknowledges and agrees that the Founder’s Units
      (including the underlying securities) have not been registered under the
      Securities Act of 1933, as amended, and the rules and regulations thereunder
      (the “ Act ”),
      or
      any state securities laws, and the certificates representing the Founder’s
      Units, Founder’s Common Stock and Founder’s Warrants will bear a legend to such
      effect.




2


The
      undersigned acknowledges and agrees that the Founder’s Units purchased hereby
      will be subject to certain restrictions on transfer, voting and forfeiture
      provisions as set forth in this letter agreement. In the event that the
      undersigned resigns and terminates his service as a director of the Company
      prior to the expiration of the time periods set forth in paragraphs 8 and 9
      of
      this letter agreement, the undersigned acknowledges and agrees that the
      Founder’s Units, Founder’s Common Stock and Founder’s Warrants, as the case may
      be, purchased hereby shall be forfeited by the undersigned and sold,
      transferred, conveyed, assigned and delivered to the Company for cancellation.
      The undersigned acknowledges and agrees that the certificates representing
      the
      Founder’s Units, Founder’s Common Stock and Founder’s Warrants will bear a
      legend to the effect that such securities are subject to
      forfeiture.




8.  The
      undersigned agrees to escrow all of his Founder’s Common Stock until one year
      after the consummation by the Company of a Business Combination (“ Common
      Stock Escrow Period ”)
      and
      all of his Founder’s Warrants until the last sales price of the Common Stock
      exceeds $14.25 per share (subject to adjustment in the event of stock dividends,
      splits and similar actions) for any 20 trading days within a 30-trading day
      period beginning 90 days after the consummation of a Business Combination
      (“ Warrant
      Escrow Period ”,
      and
      collectively with the Common Stock Escrow Period, the “ Escrow
      Periods ”).
      Provided that the undersigned has not then resigned or refused to stand for
      reelection as a director, the risk of forfeiture of the Founder’s Common Stock
      shall lapse on the last day of the Common Stock Escrow Period and the risk
      of
      forfeiture of the Founder’s Warrants shall lapse on the last day of the Warrant
      Escrow Period, and each such security shall be released from escrow in
      accordance with and subject to the terms and conditions of the Escrow Agreement,
      dated as of October 3, 2007 (the “ Escrow
      Agreement ”),
      by
      and among the Company, the Insiders and Continental Stock Transfer & Trust
      Company annexed to the letter from the Company addressed to the undersigned,
      dated May 8, 2008, as Exhibit C. In addition, pursuant to the Escrow Agreement,
      in the event that the Company notifies the escrow agent that the Company is
      being liquidated at any time during the Escrow Period, then the escrow agent
      shall promptly destroy the certificates representing the escrowed Founder’s
      Units, Founder’s Common Stock and Founder’s Warrants. The undersigned
      acknowledges that he has read the Escrow Agreement and hereby agrees to be
      bound
      by the terms and provisions of the Escrow Agreement as if the undersigned were
      an original party thereto and defined as a “Founder” therein. The undersigned
      agrees to execute such additional documentation as may be reasonably requested
      by the escrow agent to effectuate the terms and agreements herein and
      therein.




3


9.  The
      undersigned agrees to serve as a Director of the Company until the earlier
      of
      (x) the expiration of the respective Escrow Periods, (y) the liquidation of
      the
      Company, or (z) the expiration of his term, if the board of directors of the
      Company fails to renominate him for election or the stockholders of the Company
      fail to re-elect him as a director; provided that nothing herein shall be
      construed as providing a right of the undersigned to any position if removed
      by
      proper corporate action. The undersigned’s biographical information furnished to
      the Company and the Representative 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 Item 401 of Regulation S-K, promulgated
      under the Securities Act of 1933. The undersigned’s Director and Officer
      Questionnaire furnished to the Company and the Representative and annexed as Exhibit
      B hereto
      are 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.




10.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound to enter into this letter agreement and to serve as a director
      of
      the Company and hereby consents to being named in filings by the Company with
      the Securities and Exchange Commission as such.




11.  The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s Common Stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.




12.  The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Amended and Restated Certificate of Incorporation to extend the
      period of time in which the Company must consummate a Business Combination
      prior
      to its liquidation. Should such a proposal be put before stockholders, the
      undersigned hereby agrees to vote against such proposal except in connection
      with a Business Combination to give the Company perpetual existence. This
      paragraph may not be modified or amended under any circumstances.




13.  [Intentionally
      Omitted]




4


14.  This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim arising out of or relating in any way to this letter
      agreement (a “ Proceeding ”)
      shall
      be brought and enforced in the courts of the State of New York or the Federal
      courts of the United States of America for the Southern District of New York,
      and irrevocably submits to such jurisdiction, which jurisdiction shall be
      exclusive and (ii) waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenient forum.




15.  Nothing
      contained herein shall be deemed to render the Underwriters a representative
      of,
      or a fiduciary with respect to, the Company, its stockholders or any creditor
      or
      vendor of the Company with respect to the subject matter hereof.




16.  This
      letter agreement shall be binding on the undersigned and such person’s
      respective successors, heirs, personal representatives and assigns. This letter
      agreement shall terminate on the earlier of (i) the expiration of the longest
      applicable lock-up period and (ii) the liquidation of the Company; provided,
      that such termination shall not relieve the undersigned from liability for
      any
      breach of this agreement prior to its termination.




17.  As
      used
      herein, (i) a “ Business
      Combination ”
shall
      mean a merger, capital stock exchange, asset acquisition or other similar
      business combination with an operating business; (ii) “ Insiders ”
shall
      mean all officers, directors and stockholders of the Company immediately prior
      to the IPO; (iii) “ Founder’s
      Common Stock ”
shall
      mean all of the shares of Common Stock of the Company included in the Founder’s
      Units acquired by the undersigned pursuant to paragraph 7 of this letter
      agreement; (iv) “ Founder’s
      Units ”
shall
      mean all of the units acquired by the undersigned pursuant to paragraph 7 of
      this letter agreement; (v) “ Founder’s
      Warrants ”
shall
      mean all of the warrants of the Company included in the Founder’s Units acquired
      by the undersigned pursuant to paragraph 7 of this letter agreement; (vi)
“ IPO
      Shares ”
shall
      mean the shares of Common Stock issued in the Company’s IPO; and (vii)
“ Trust
      Account ”
shall
      mean the Trust Account into which a portion of the net proceeds of the Company’s
      IPO will be deposited.




5




18.  The
      undersigned authorizes any employer, financial institution or consumer credit
      reporting agency to release to the Representative and its legal representatives
      or agents (including any investigative search firm retained by the
      Representative) any information they may have about the undersigned’s background
      and finances (“ Information ”),
      purely for the purposes of the Company’s IPO (and shall thereafter hold such
      Information confidential). Neither the Representative nor its agents shall
      be
      violating the undersigned’s right of privacy in any manner in requesting and
      obtaining the Information and the undersigned hereby releases them from
      liability for any damage whatsoever in that connection.






Ronnie
                P. Barnes
              Print
                Name of Insider
              
              
              ________________________
              Signature




6
 **EXHIBIT
        A**





**Biography**





7


**EXHIBIT
      B**





**Director
      and Officer Questionnaire**




8