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 stockholder 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 12 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 (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.




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

                  3. 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.

                  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 EBC 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 ("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.

                  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. 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.

                  8. The undersigned agrees to be a Director 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





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


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.

                  9. 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 Director of the Company.

                  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 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.

                  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





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

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.

                  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; (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.


                                                     John J. Hoey
                                                     ------------
                                                     Print Name of Insider


                                                     /s/ John J. Hoey
                                                     ----------------
                                                     Signature






EXHIBIT A

         JOHN J. HOEY has been a director since our inception. Mr. Hoey has been
the president of Beneficial Capital Corp., a private New York-based investment
company, since 1977. Mr. Hoey also co-founded Quondam Partners, an association
of independent financial markets experts who have experience as senior
executives of major international financial institutions and who work together
to do special assignments in emerging market countries, in 2003 and has served
as a managing director and member of the executive committee since its
inception. He also co-founded Quondam-Aquila AG, a Zurich-based asset management
company, in January 2004. From 1993 to 1998, Mr. Hoey was president, chief
executive officer and a director of Hondo Oil & Gas Co, a publicly traded
American Stock Exchange listed international exploration and production company,
which was acquired by Lonmin Plc. in December 1998. From 1985 to 1992, he was
associated with Atlantic Petroleum Corp. in various positions, including serving
as president and director of Atlantic Petroleum & Marketing Corp until its sale
to the Sun Company in 1988. From 1972 to 1984, Mr. Hoey held various executive
positions with Arab and American financial institutions working in the
commercial and investment banking areas of such institutions. From 1967 to 1971,
he served as a foreign service officer in the United States Department of State
in Saigon, South Vietnam. From 1961 to 1967, he worked as a manufacturing
engineer in the United States and Europe. Mr. Hoey is currently a director of
Tethys Oil, a Swedish company focused on exploration for and production of oil
and natural gas, which he co-founded in 2001 and served as its president until
he took it public in 2004. Mr. Hoey received a B.S. in Mechanical Engineering
from the University of Notre Dame and an M.B.A. from Harvard University.