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:

                  JSC Group 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 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 Stockholder 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 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.


                                                     JSC Group Holdings LLC
                                                     ----------------------
                                                     Print Name of Insider


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