EXHIBIT 10.2

                            FROST CAPITAL GROUP, INC.
                            327 Plaza Real, Suite 319
                            Boca Raton, Florida 33432

                                  May __, 2001

Mr. Richard B. Frost
Frost Capital Group, Inc.
327 Plaza Real - Suite 319
Miami, Florida 33432

Dear Mr. Frost:

         Frost Capital Group, Inc., a Delaware corporation ("Company"), has
filed with the Securities and Exchange Commission a Registration Statement on
Form S-1 (File No. 333-_____) ("Registration Statement"), providing for the
offering and sale (the "Offering") by the Company of units ("Units"), each Unit
consisting of one share of common stock, par value $.0001 per share ("Common
Stock"), and one Class A Redeemable Warrant ("Warrants"). The purchasers of the
Units (and transferees of such securities) are herein referred to as the "New
Stockholders."

         As a condition precedent to the execution of the Underwriting Agreement
in connection with the Registration Statement, the underwriters ("Underwriters")
are requiring the undersigned to execute a copy of this letter.

         In connection with a stockholder vote relating to the approval of any
business combination with a target business (as described in the Registration
Statement ("Business Combination")), the undersigned agrees with respect to the
shares of Common Stock owned by him immediately prior to the Offering of Units
("Private Shares") to (i) vote all of such shares of Common Stock in accordance
with the vote of the majority of all the shares voted by the New Stockholders
with respect to such Business Combination, and (ii) not to sell such Private
Shares until after the Business Combination. This voting arrangement shall not
apply and no other restrictions provided herein shall apply to shares of the
undersigned included in Units purchased in this Offering or purchased following
this Offering in the open market. Additionally, the undersigned will vote all of
his shares in any manner he determines in his sole discretion, with respect to
any other items that come before a vote of stockholders of the Company. The
undersigned also waives any conversion right he may have with respect to the
Private Shares in connection with any such Business Combination.

         In connection with a liquidation of the Company due to the failure of
the Company to effect a Business Combination during the period provided and in
accordance with the Company's Certificate of Incorporation and the Registration
Statement, the undersigned agrees to use his best efforts to cause the Company
to liquidate and with respect to the Private Shares waives any


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Mr. Richard B. Frost
May __, 2001
Page 2

and all rights to participate in any distribution of cash, property or other
assets relating to such a liquidation.

         The undersigned agrees that he does not have any right, title, interest
or claim of any kind ("Claim") in or to any monies in the trust fund (as
described in the Registration Statement ("Trust Fund")) as such Claim relates to
ownership of Private Shares, and will not seek recourse against the Trust Fund
for any reason whatsoever except to the extent the undersigned purchased Units
and is deemed a New Stockholder with respect to such Units or purchases Units or
shares following this Offering in the open market. The undersigned agrees to
indemnify and hold harmless the Trust Fund against any and all loss, liability,
claims, damages and expenses whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or
defending any litigation, commercial or threatened or any claim whatsoever)
which the Trust Fund may become subject as a result of any claim (i) by any
vendor or other person who is determined by a court of competent jurisdiction or
by a settlement to be owed money by the Company for services rendered or
products sold to the Company, which rendering of such services or purchasing of
such products has been authorized by the Company, or (ii) by any target business
(as described in the Registration Statement) which is determined by a court of
competent jurisdiction or by a settlement to be owed money by the Company in
connection with the acquisition or failure to acquire such business.

         The undersigned acknowledges that the Underwriters are intentional
third party beneficiaries of this letter agreement, that this letter agreement
may be enforced by the Underwriters and that this letter agreement cannot be
amended, waived or modified without the consent of the Underwriters. The
undersigned has full right and power, without violating any agreement by which
the undersigned is bound, to enter into this letter agreement. The undersigned
represents and warrants to the Company and the Underwriters that he has no
direct or indirect affiliation or association with any NASD member, except as
previously described to the Underwriters. This letter agreement shall be binding
upon all successors and assigns of the undersigned and the undersigned
acknowledges that any certificates representing shares of Common Stock, Warrants
or Units shall be legended to reflect the terms of this letter agreement.

         In order to minimize potential conflicts of interest which may arise
from multiple affiliations, until the earlier of a business combination or the
Company's liquidation, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or company, any
suitable business opportunity which may reasonably be required to be presented
to the Company under Delaware law.

         The undersigned also agrees that to the extent that there are not
sufficient funds to pay the undersigned's salary and other expenses as described
in the Registration Statement, the Company can accrue such salary and other
expenses, which shall be paid from the proceeds of the Offering held in trust if
a business combination is effectuated. In any event, no such compensation shall
be accrued or paid if it would reduce the Company's tangible net worth below
$5,000,000.


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Mr. Richard B. Frost
May __, 2001
Page 3


         If the foregoing is acceptable to you, please countersign this letter
in the space provided below for your signature, whereupon it shall become a
binding agreement between you and the Company as of the date first above
written.

                                    FROST CAPITAL GROUP, INC.

                                    By:
                                        ----------------------------------------
                                             Dianna Grout, Secretary

ACCEPTED AND AGREED:

By:
 -----------------------------
      Richard B. Frost