June 30, 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:

         FA Holdings, LLC ("Stockholder"), a stockholder 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 10 hereof):

         1. If the Company solicits approval of its stockholders of a Business
Combination, the Stockholder will vote all Insider Shares owned by it 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), Stockholder will vote all
Insider Shares owned by it in favor of the Company's decision to liquidate. Each
of Stockholder and each controlling person of Stockholder (each a "Control
Person") 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)
and any remaining net assets of the Company as a result of such liquidation with
respect to its Insider Shares ("Claim") and hereby waives any Claim either 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.




         3. Stockholder 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.

         4. Neither Stockholder, any Control Person, nor any affiliate of
Stockholder or any Control Person ("Affiliate") 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 Stockholder shall be
entitled to reimbursement from the Company for its out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

         5. Neither Stockholder, any Control Person, nor any Affiliate 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. Stockholder will escrow its 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 Stockholder and an escrow agent
acceptable to the Company.

         7. Stockholder's Questionnaire furnished to the Company and EBC and
annexed as Exhibit A hereto is true and accurate in all respects. Stockholder
represents and warrants that no Control Person:

     (a) is 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 is not currently a 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. Stockholder has full right and power, without violating any
agreement by which it is bound, to enter into this letter agreement.

         9. 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. Stockholder 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, Stockholder 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.

         10. 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; (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.


                                         FA Holdings, LLC
                                         -----------------------------
                                         Print Name of Insider


                                         /s/ William J. Westervelt, Jr.
                                         ------------------------------
                                         Signature