August
              17, 2006


    

     

    Rand
      Acquisition Corp. II

    450
      Park
      Avenue, 10th
      Floor

    New
      York,
      New York 10022

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    Suite
      1203

    New
      York,
      New York 10016

    


    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned stockholder of Rand Acquisition Corp. II (“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 14
      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. 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, pro rata with Laurence S. Levy and Edward Levy
      based on the number of Insider Shares held by each such individuals, against
      any
      and all loss, liability, claims, damage and expense whatsoever (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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 or in connection
      with 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, 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 will escrow all of his Insider Shares acquired prior to the IPO
      until one year after the consummation by the Company of a Business Combination
      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’s Questionnaire furnished to the Company and EBC and annexed as
      Exhibit A 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.

    


    8. The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9. The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by the
      undersigned, directly or indirectly, 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 hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Certificate of Incorporation to extend the period of time in which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

    


    11. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

    


    12. 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.

    


    13. 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.
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14. 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 acquired by an
      Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common
      Stock issued in the Company’s IPO.

    
      	 	 	 
	 	 	Isaac Kier
	 	 	Print Name of Insider
	 	 	 
	 
 	 
 	 
 
	 	 	/s/ Isaac
              Kier
	 	
              

              Signature