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:

                  The undersigned officer and director 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. 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 (i) cause the Trust Fund (as defined in the Letter of Intent) to be
liquidated and distributed to the holders of IPO Shares and (ii) 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 and
any remaining net assets of the Company 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 Fund for any reason whatsoever. In the event of the liquidation of the
Trust Fund, the undersigned agrees to indemnify and hold harmless the Company,
severally pro rata with Jonathan Kalman and C. Richard Corl based on the number
of Insider Shares beneficially owned by each such individual, against any and
all loss, liability, claims, damage and expense whatsoever





Jaguar Acquisition Corporation
EarlyBirdCapital, Inc.
June 30, 2005
Page 2

(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 contracted
for, 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.

                  2. 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 and
contractual obligations the undersigned might have.

                  3. 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.

                  4. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate ("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
commencing on the Effective Date, Katalyst LLC ("Related Party"), shall be
allowed to charge the Company $7,500 per month, representing an allocable share
of Related Party's overhead, to compensate it for the Company's use of Related
Party's offices, utilities and personnel. Related Party and the undersigned
shall also be entitled to reimbursement from the Company for their 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, 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.

                  6. The undersigned agrees to be an Executive Vice President
and




Jaguar Acquisition Corporation
EarlyBirdCapital, Inc.
June 30, 2005
Page 3

Chief Financial Officer 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) 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.

                  7. 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 an Executive Vice President and Chief Financial Officer of the Company.

                  8. 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 the undersigned's 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.

                  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. 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")




Jaguar Acquisition Corporation
EarlyBirdCapital, Inc.
June 30, 2005
Page 4

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.

                  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.

                                                     James S. Cassano
                                                     ----------------
                                                     Print Name of Insider


                                                     /s/ James S. Cassano
                                                     --------------------
                                                     Signature






EXHIBIT A

         JAMES S. CASSANO has served as our executive vice president, chief
financial officer and director since our inception. Mr. Cassano has served as a
managing director of Katalyst since January 2005. From February 2004 to December
2004, Mr. Cassano was an independent consultant. In June 1998, Mr. Cassano
founded New Forum Publishers, an electronic publisher of educational material
for secondary schools, and served as its chairman of the board and chief
executive officer until it was sold to Apex Learning, Inc., a company controlled
by Warburg Pincus, in August 2003. He remained with Apex until November 2003 in
transition as vice president business development and served as a consultant to
the company through February 2004. He is currently a member of the board of
directors of Apex Learning. In June 1995, Mr. Cassano co-founded Advantix, Inc.,
a high volume electronic ticketing software and transaction services company
which handled event related client and customer payments, that was re-named
Tickets.com and went public through an IPO in 1999. Mr. Cassano served as its
chairman of the board and chief executive officer until December 1997. From
March 1987 to June 1995, Mr. Cassano served as senior vice president and chief
financial officer of the Hill Group, Inc., a privately-held engineering and
consulting organization, where he was responsible for corporate finance,
acquisitions and divestitures as well as all corporate information technology
functions. From February 1986 to March 1987, Mr. Cassano served as vice
president of investments and acquisitions for Safeguard Scientifics, Inc., a
public venture development company, where he was responsible for analyzing and
closing investments in ventures, and providing management support of companies
in which Safeguard had investments. From May 1973 to February 1986, Mr. Cassano
served as partner and director of strategic management services (Europe) for the
strategic management group of Hay Associates, where among other
responsibilities, he lead or held management responsibility for the majority of
the firm's strategic and large scale organization projects in financial
services. Mr. Cassano received a B.S. in Aeronautics and Astronautics from
Purdue University and an M.B.A. from Wharton Graduate School at the University
of Pennsylvania.