As of December 9, 2005


Jaguar Acquisition Corporation
1200 River Road, Suite 1302
Conshohocken, Pennsylvania 19428

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

                  Re:      Initial Public Offering

Gentlemen:

                  The undersigned stockholder and special advisor of Jaguar
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 vote all Insider Shares owned by him in favor of the Company's decision to
liquidate. The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distribution of cash, property or other assets
("Fund") 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 Fund for any reason whatsoever.

                  3. The undersigned will not submit to the Company for
consideration,








Jaguar Acquisition Corporation
EarlyBirdCapital, Inc.
As of December 9, 2005
Page 2

or vote for the approval of, 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.

                  4. 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.

                  5. 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.

                  6. 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.

                  7. The undersigned agrees to be a Special Advisor 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 Item 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) 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) 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





Jaguar Acquisition Corporation
EarlyBirdCapital, Inc.
As of December 9, 2005
Page 3

defendant in any such criminal proceeding; and

        (c) 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.

                  8. 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 Special Advisor of the Company.

                  9. The undersigned hereby waives his right to exercise
conversion rights with respect to any shares of the Company's common stock owned
by the undersigned, directly or indirectly, whether owned prior to the IPO or
purchased in the IPO or in the aftermarket, and agrees that he will not seek
conversion with respect to such shares in connection with any vote to approve a
Business Combination.

                  10. The undersigned authorizes 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 his background and finances
("Information"). Neither EBC 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.

                  11. 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 against him 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 of the United States
of America for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as
agent for the service of process in the State of New York to receive, for the
undersigned and on his behalf, service of process in any Proceeding. If for any
reason such agent is unable to act as such, the undersigned will promptly notify
the Company and EBC and appoint a substitute agent acceptable to each of the
Company and EBC within 30 days and nothing in this letter will affect the right
of either party to serve process in any other manner permitted by law.




Jaguar Acquisition Corporation
EarlyBirdCapital, Inc.
As of December 9, 2005
Page 4


                  12. 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.



                                                     Kerry Propper
                                                     -------------
                                                     Print Name of Insider


                                                     /s/ Kerry Propper
                                                     -----------------
                                                     Signature






EXHIBIT A

         KERRY PROPPER has been the chief financial officer, secretary and a
member of the board of directors of Chardan North China Acquisition Corp. and
has been the chief executive officer, secretary and a member of the board of
directors of Chardan South China Acquisition Corp. since their inception in
March 2005. Chardan North China Acquisition Corp. and Chardan South China
Acquisition Corp. are blank check companies seeking to acquire an operating
business north and south, respectively, of the Yangtze River in the People's
Republic of China. Mr. Propper has been the owner and chief executive officer of
Chardan Capital Markets LLC, a New York based broker/dealer, since July 2003. He
has also been a managing member of SUJG, Inc., an investment company, since
April 2005. From its inception in December 2003 until November 2005, Mr. Propper
served as the executive vice president and a member of the board of directors of
Chardan China Acquisition Corp., an OTC Bulletin Board listed blank check
company that was seeking to acquire an operating business in the People's
Republic of China. In November 2005, Chardan China Acquisition Corp. completed
its business combination with State Harvest Holdings Ltd. and changed its name
to Origin Agritech Ltd. Mr. Propper has continued to serve as a member of the
board of directors of Origin Agritech since its merger. Mr. Propper also sits on
the board of directors of Source Atlantic Inc., a health care consulting firm
based in Massachusetts. Mr. Propper was a founder, and from February 1999 to
July 2003 owner and managing director of Windsor Capital Advisors, a full
service brokerage firm also based in New York. Mr. Propper also founded The
Private Capital Group LLC, a small private investment firm specializing in hard
money loans and convertible preferred debt and equity offerings for small public
companies, in May 2000 and was affiliated with it until December 2003. From July
1997 until February 1999, Mr. Propper worked at Aegis Capital Corp., a broker
dealer and member firm of the NASD. Mr. Propper received his B.A. (with honors)
in Economics and International Studies from Colby College and studied at the
London School of Economics.