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As filed with the Securities and Exchange Commission on April 14, 2006

Registration No. 333-126300

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 7 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HARBOR ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	6770 (Primary Standard Industrial Classification Code Number)	56-2518836 (I.R.S. Employer Identification No.)
One Boston Place Suite 3630 Boston, MA 02108 (617) 624-8409 (Address, including zip code, telephone number, including area code, of registrant's principal executive offices)
Robert J. Hanks Chief Executive Officer Harbor Acquisition Corporation One Boston Place Suite 3630 Boston, MA 02108 (617) 624-8409 (617) 624-8416–Facsimile (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
William F. Griffin, Jr., Esq. Andrew D. Myers, Esq. Davis, Malm & D'Agostine, P.C. One Boston Place 37th Floor Boston, MA 02108 (617) 367-2500 (617) 523-6215–Facsimile	Elizabeth Hughes, Esq. Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 (703) 760-1600 (703) 821-8949–Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

        The registrant paid the registration fee for the securities registered hereby on June 30, 2005.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Units, each consisting of one share of Common Stock, $.0001 par value, and two Warrants(2):	11,500,000 Units	$6.00	$69,000,000	$8,121
Shares of Common Stock included as part of the Units(2):	11,500,000 Shares	—	—	—(3)
Warrants included as part of the Units(2):	23,000,000 Warrants	—	—	—(3)
Warrants included in the Warrant Placement	2,000,000 Warrants	$0.65	$1,300,000	$139
Shares of Common Stock underlying the Warrants included in the Warrant Placement	2,000,000 Shares	$5.00	$10,000,000	$1,070
Shares of Common Stock underlying the Warrants included in the Units(4):	23,000,000 Shares	$5.00	$115,000,000	$13,536
Underwriters' Purchase Option ("Option")	1 Option	$100.00	$100	—(3)
Units underlying Option ("Underwriter's Units")(4):	500,000 Units	$7.50	$3,750,000	$441
Shares of Common Stock included as part of the Underwriters' Units(4):	500,000 Shares	—	—	—(3)
Warrants included as part of the Underwriters' Units(4):	1,000,000 Warrants	—	—	—(3)
Shares of Common Stock underlying the Warrants included in the Underwriters' Units(4):	1,000,000 Shares	$6.25	$6,250,000	$736
Total(5):			$194,000,100	$24,043

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 1,500,000 Units consisting of 1,500,000 shares of Common Stock and 3,000,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the lead underwriter to cover over-allotments, if any.

(3)

No fee required pursuant to Rule 457(g).

(4)

Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued as a result of the anti-dilution provisions contained in the Warrants or the Option.

(5)

The Registrant paid $22,834 on June 30, 2005 and the balance of the registration fee on March 24, 2006.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated April     , 2006

PROSPECTUS

$60,000,000
HARBOR ACQUISITION CORPORATION
10,000,000 Units

        Harbor Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination. Our efforts in identifying a prospective target business will not be limited to a particular industry, although we intend to focus our efforts exclusively on acquiring an operating business in the consumer and industrial products sectors.

        This is an initial public offering of our securities. Each unit that we are offering consists of:

•

one share of our common stock; and



•

two warrants.

        Each warrant entitles the holder to purchase one share of our common stock at a price of $5.00. Each warrant will become exercisable on the later of our completion of a business combination and                        , 2007 and will expire on                        , 2011 or earlier upon redemption.

        We have granted the underwriters a 45-day option to purchase up to 1,500,000 additional units solely to cover over-allotments, if any (over and above the 10,000,000 units referred to above). The over-allotment will be used only to cover the net syndicate short position resulting from the initial distribution.

        We have also agreed to sell to Ferris, Baker Watts, Incorporated, the representative of the underwriters, for $100, an option to purchase up to a total of 500,000 units at $7.50 per unit (125% of the price of the units sold in the offering). The units issuable upon exercise of this option are identical to those offered by this prospectus, except that each of the warrants underlying such units entitles the holder to purchase one share of our common stock at a price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering) and will have a cashless exercise provision. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

        Certain of our initial stockholders have agreed to purchase an aggregate of 2,000,000 warrants at a price of $0.65 per warrant ($1,300,000 in the aggregate) in a warrant placement that will occur on the date of this prospectus. Such warrants will be identical to the warrants included in the units sold in this offering. The proceeds from the sale of the warrants in the warrant placement will be deposited into a trust account, described below, and will be distributed to our public stockholders in the event we are unable to complete a business combination. The warrants and the shares of common stock underlying the warrants have been registered under the registration statement of which this prospectus forms a part. Neither the warrants nor the shares underlying the warrants may be sold, assigned or transferred until we consummate a business combination.

        There is presently no public market for our units, common stock or warrants. We have applied to have our units listed on the American Stock Exchange under the symbol "HAC.U", subject to official notice of listing. Each of the common stock and warrants may trade separately beginning on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated determines that an earlier date is acceptable. Once the securities comprising the units begin separate trading, the common stock and the warrants will be listed on the American Stock Exchange under the symbols "HAC" and "HAC.WS," respectively. We cannot assure you, however, that any of such securities will be listed or, if listed, will continue to be listed on the American Stock Exchange. In the event that the securities are not listed on the American Stock Exchange, we anticipate that the units will be quoted on the OTC Bulletin Board, but we cannot assure you that our securities will be so quoted or, if quoted, will continue to be quoted.

Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 9 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Public Offering Price	Underwriting Discount and Commissions(1)	Proceeds, Before Expenses
Per Unit	$6.00	$0.435	$5.565
Total	$60,000,000	$4,350,000	$55,650,000

(1)

Includes a non-accountable expense allowance in the amount of 2.25% of the gross proceeds, or $0.135 per unit ($1,350,000 in total), excluding proceeds from the exercise of the over-allotment option, payable to Ferris, Baker Watts, Incorporated, the lead underwriter. The lead underwriter has agreed to deposit 2.25% of the gross offering proceeds attributable to the non-accountable expense allowance ($0.135 per unit) into a trust account until the earlier of the completion of a business combination or the liquidation of the trust account. They have further agreed to forfeit any rights to or claims against such proceeds if we do not complete a business combination and the trust account is liquidated.

        Of the proceeds of this offering, $57,800,000 ($5.78 per unit) will be deposited into a trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company acting as trustee. This amount includes up to $1,350,000 ($0.135 per unit) which will be paid to the underwriters if a business combination is consummated, but which will be forfeited by the underwriters if a business combination is not consummated. This amount also includes the net proceeds from the 2,000,000 warrants being purchased in a warrant placement in conjunction with this offering by certain of our initial stockholders, which they have agreed to forfeit if a business combination is not consummated. This amount also includes a loan from an affiliate of two of our initial stockholders in the aggregate amount of $150,000 which will be repaid from the interest accrued on the amount in escrow, but will not be repaid from the principal in escrow. As a result, our public stockholders will receive approximately $5.78 per unit (approximately 96.3% of the initial purchase price of the units) (plus interest earned but net of $1,650,000 in working capital ($1,850,000 if the over-allotment option is exercised in full) and taxes) in the event of a liquidation of our company prior to consummation of a business combination.

        We are offering the units for sale on a firm-commitment basis. Ferris, Baker Watts, Incorporated, acting as the lead underwriter, expects to deliver our securities to investors in the offering on or about            , 2006.

Ferris, Baker Watts Incorporated
	Ladenburg Thalmann & Co. Inc.
		Brean Murray, Carret & Co.

The date of this prospectus is                        , 2006

PROSPECTUS SUMMARY

This summary highlights material information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus, references to "we," "us" or "our company" refer to Harbor Acquisition Corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option.

        We are a blank check company organized under the laws of the State of Delaware on June 20, 2005. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. No person or entity representing us or affiliated with us has taken any indirect or direct measure to search for or locate a target business. Our efforts in identifying a prospective target business will be limited to acquiring a middle market business operating in the consumer or industrial products sectors. For these purposes, we define the middle market as companies having an enterprise value of between $40 million and $300 million. To date, our efforts have been limited to organizational activities and activities related to this offering.

        Our management team, including our officers, directors and special advisors, is experienced in business operations as well as in sourcing, structuring, financing and consummating business combinations within the consumer and industrial products sectors. Through our management team and directors, we believe that we have extensive contacts and sources, including private equity funds, public and private companies, investment bankers, attorneys and accountants, from which to generate acquisition opportunities. Our management team intends to maintain and build on the relationships that they have developed through their years of experience with publicly traded companies and in private equity to find and evaluate potential target companies.

        We believe that our company will succeed in consummating a business combination with a target business or businesses as a result of the following:

•

the experience of our management team in sourcing, negotiating and consummating acquisitions within the consumer and industrial products sectors;



•

our contacts within the investment banking and business community we believe will provide us with access to acquisition opportunities;



•

our officers, directors and special advisors have acquisition and operating experience in the consumer and industrial product sectors, which will assist us in evaluating companies within these sectors.

        While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business whose fair market value as determined in the reasonable determination of the board of directors is at least equal to 80% of our net assets at the time of such acquisition (not including the deferred portion of the underwriters' non-accountable expense allowance). Consequently, it is likely that we will have the ability to effect only a single business combination.

        Our executive offices are located at One Boston Place, Suite 3630, Boston, Massachusetts 02108 and our telephone number is (617) 624-8409.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

Unless we tell you otherwise, the term "business combination" as used in this prospectus means an acquisition of an operating business through a merger, capital stock exchange, asset acquisition or other

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similar business combination. As used in this prospectus, the term "consumer and industrial products sectors" includes companies engaged in the manufacture, distribution or sale of products or the provision of services for personal, family, household or business use. In addition, unless we tell you otherwise, the term "initial stockholder" as used in this prospectus refers to those persons who held shares of our common stock prior to the date of this prospectus. Furthermore, unless we tell you otherwise, the term "public stockholder" as used in this prospectus refers to those persons who purchase the securities offered by this prospectus and any of our initial stockholders who purchase these securities either in this offering or afterwards provided that our initial stockholders' status as "public stockholders" shall only exist with respect to those securities so purchased. Unless the context indicates otherwise, certain numbers in this prospectus have been rounded and, therefore, are approximate.

Warrant Placement

        Certain of our initial stockholders have agreed to purchase from us an aggregate of 2,000,000 warrants at $0.65 per warrant in a warrant placement that will occur on the date of this prospectus. The warrants and the shares of common stock issuable upon exercise of the warrants have been registered under the registration statement of which this prospectus forms a part. The purchasers have agreed not to transfer the warrants until we consummate a business combination.

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THE OFFERING

Securities offered		10,000,000 units, at $6.00 per unit, each unit consisting of:
		•	one share of common stock; and
		•	two warrants
		The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated determines that an earlier date is acceptable based upon its assessment of the relative strengths of the securities market and small capitalization companies in general, and the trading pattern of, and demand for our securities in particular. In no event will Ferris, Baker Watts, Incorporated allow separate trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K, including an audited balance sheet, upon the consummation of this offering. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Current Report on Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in this Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating whether Ferris, Baker Watts, Incorporated has allowed separate trading of the common stock and warrants prior to the 90th day after the date of this prospectus.
Common Stock:
	Number outstanding before this offering	2,500,000
	Number to be outstanding after this offering	12,500,000
Warrants:
	Number outstanding before this offering and the warrant placement	None
	Number to be outstanding after this offering and the warrant placement	22,000,000 warrants
	Exercisability	Each warrant is exercisable for one share of common stock.
	Exercise price	$5.00
	Exercise period	The warrants will become exercisable on the later of:
		•	the completion of a business combination with a target business; or
		•	, 2007

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		The warrants will expire at 5:00 p.m., New York City time, on                    , 2011 or earlier upon redemption.
	Redemption	We may redeem the outstanding warrants:
		•	in whole and not in part;
		•	at a price of $.01 per warrant;
		•	at any time after the warrants become exercisable;
		•	upon a minimum of 30 days' prior written notice of redemption; and
		•	if, and only if, the last sales price of our common stock equals or exceeds $8.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.
		We have established our redemption criteria to provide warrant holders with a premium to the initial warrant exercise price as well as a reasonable cushion against a negative market reaction, if any, to our redemption call. If the foregoing conditions are satisfied, we may call the warrants and each warrant holder will be entitled to exercise his or her warrants prior to the date scheduled for redemption. There can be no assurance, however, that the price of the common stock will exceed $8.50 or the warrant exercise price after the redemption call is made.
Proposed American Stock Exchange symbols for our:		Units: "HAC.U"
		Common Stock: "HAC"
		Warrants: "HAC.WS"

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Offering proceeds to be held in trust	$57,800,000 of the proceeds of this offering and the warrant placement (approximately $5.78 per unit) will be placed in a trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, as trustee, pursuant to an agreement to be signed on the date of this prospectus. These proceeds consist of $56,300,000 from the net proceeds payable to us (including proceeds from the warrant placement and $1,350,000 of the proceeds attributable to the underwriters' non-accountable expense allowance) plus a $150,000 loan from an affiliate of two of our initial stockholders that will be repaid solely from interest earned on the proceeds held in trust. These proceeds will not be released until the earlier of (i) the completion of a business combination on the terms described in this prospectus or (ii) our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. These expenses will be paid prior to a business combination only from the interest earned on the principal in the trust account up to $1,650,000 (or $1,850,000 if the underwriters exercise their over-allotment option in full). The $1,350,000 of the proceeds held in trust and attributable to the underwriters' non-accountable expense allowance will be paid to the underwriters upon completion of a business combination on the terms described in this prospectus or to our public stockholders upon our liquidation and will in no event be available for use by us.
	None of the warrants may be exercised until after the consummation of a business combination and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.
Public stockholders must approve business combination	We will seek stockholder approval before we effect any business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. In connection with the vote required for any business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. We will proceed with a business combination only if: (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and (ii) public stockholders owning less than 20% of the shares sold in this offering both vote against the business combination and exercise their conversion rights described below.

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Conversion rights for public stockholders	Public stockholders voting against a business combination will be entitled to convert their stock into a pro rata share of the trust account (approximately $5.78 per share), including any interest earned on their portion of the trust account net of working capital (up to a maximum of $1,650,000 (or $1,850,000 if the underwriters exercise their over-allotment option in full)) and taxes, if the business combination is approved and consummated. Voting against a business combination does not automatically trigger the conversion right. In addition, public stockholders who convert their shares of stock into their share of the trust account will continue to have the right to exercise any warrants they may hold.
Liquidation if no business combination	We will dissolve and promptly distribute only to our public stockholders the amount in our trust account plus any remaining net assets if we do not effect a business combination within 18 months after consummation of this offering (or within 24 months from the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the business combination has not yet been consummated within such 18 month period). Our initial stockholders have agreed to waive any right to participate in any liquidation distribution occurring upon our failure to consummate a business combination with respect to those shares of common stock acquired by them prior to this offering, including the shares underlying the warrants purchased in the warrant placement; however, they may participate in any liquidation distribution with respect to any shares of common stock issued in this offering, which they acquire in connection with or following this offering. There will be no distribution from our trust account with respect to our warrants, and all rights with respect to our warrants will effectively cease upon our liquidation.
Escrow of initial stockholder shares	On the date of this prospectus, all of our initial stockholders, including all of our officers and directors, will place the shares they owned before this offering into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferable during the escrow period and will not be released from escrow until six months after the consummation of a business combination. The shares will only be released prior to that date if we are forced to liquidate, in which case the shares would be cancelled and the certificates therefor destroyed, or if we were to consummate a transaction after the consummation of a business combination which results in all of the stockholders of the combined entity having the right to exchange their shares of common stock for cash, securities or other property.

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Risks

        In making your decision on whether to invest in our securities, you should take into account not only (1) the backgrounds of our management team in private equity and mergers and acquisitions, which are described in the section entitled "Management" appearing elsewhere in this prospectus and (2) the nature of our proposed business, which is described in the section entitled "Proposed Business" appearing elsewhere in this prospectus, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" beginning on page 9 of this prospectus.

Except as otherwise indicated, all information in this prospectus assumes:

•

an initial public offering price of $6.00 per Unit;

•

that the total public offering price of the Units set forth on the cover of this prospectus does not exceed $60,000,000; and

•

no exercise of the underwriters' over-allotment option.

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SUMMARY FINANCIAL DATA

        The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

	December 31, 2005
	Actual			As Adjusted(1)
Balance Sheet Data:
Working capital (deficiency)	$	(283,346	)	$	56,320,163
Total assets		310,163			56,470,163
Total liabilities		290,000			150,000
Value of common stock which may be converted to cash(2)		—			11,284,355
Stockholders' equity		20,163			45,035,808

(1)

Excludes the $100 purchase price of the unit purchase option payable by Ferris, Baker Watts, Inc.

(2)

If the business combination is approved and completed, public stockholders who voted against the combination and have exercised their conversion rights will be entitled to redeem their stock for approximately $5.78 per share, which amount represents approximately $5.645 per share representing the net proceeds of the offering, proceeds from the warrant placement and a loan of $150,000 from Grand Cru Management, LLC deposited in the trust account, and $0.135 per share, representing the underwriters' non-accountable expense allowance that the underwriters have agreed to deposit into the trust account and forfeit on a pro rata basis to pay redeeming stockholders.

        Working capital (deficiency) excludes $303,509 of costs related to this offering that were paid or accrued prior to December 31, 2005. These deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders' equity in the "As Adjusted" column.

        The "as adjusted" information gives effect to the sale of the units we are offering and the warrant placement, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale.

        The working capital (as adjusted) and total assets (as adjusted) amounts include the $56,450,000 being held in the trust account, which amount will be available to us only in connection with the consummation of a business combination within the time period described in this prospectus, but do not include the $1,350,000 being held in trust that represents the underwriters' deferred non-accountable expense allowance. If a business combination is not so consummated, we will be dissolved and all the proceeds held in the trust account will be distributed solely to our public stockholders.

        We will not proceed with a business combination if public stockholders owning 20% or more of the shares sold in this offering vote against the business combination and exercise their conversion rights. Accordingly, if public stockholders owning a majority of the shares sold in this offering approve a business combination, we may effect a business combination even if public stockholders owning 19.99% of the shares sold in this offering exercise their conversion rights. If this occurs, we would be required to convert to cash 19.99% of the 10,000,000 shares of common stock sold in this offering, or 1,999,000 shares of common stock, at an initial per share conversion price of approximately $5.78, without taking into account interest earned on the trust account, if we choose to pursue the business combination and such business combination is completed. Under no circumstances will we structure a business combination in which less than 19.99% of the shares held by public stockholders would be eligible for conversion pursuant to a business combination that we elect to consummate. The actual per share conversion price will be equal to:

•

the amount in the trust account, including accrued interest not applied toward working capital or taxes, as described in this prospectus, as of two business days prior to the proposed consummation of the business combination; divided by

•

the number of shares of common stock sold in this offering.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus before making a decision to invest in our securities. If any of the following risks occur, our business, financial condition and results of operations may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Related to Our Business

We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.

        We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have any operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business as described in this prospectus. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the consummation of a business combination. We cannot assure you as to when or if a business combination will occur.

If we are unable to complete a business combination and are forced to liquidate and distribute the trust account, our public stockholders will receive less than $6.00 per share upon distribution of the trust account and our warrants will expire worthless.

        If we are unable to complete a business combination and are forced to liquidate our assets, the per share liquidation distribution will be less than $6.00 because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Furthermore, there will be no distribution with respect to our outstanding warrants, which will expire worthless if we liquidate before the completion of a business combination. For a more complete discussion of the effects on our stockholders if we are unable to complete a business combination, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Effecting a Business Combination—Liquidation if no business combination."

Since we have not yet selected any target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the operations of any particular target business or the industry or business in which we may ultimately operate.

        Although we intend to focus exclusively on acquiring an operating business in the consumer or industrial products sectors, we may acquire a company operating in any industry within those sectors. In addition, we have not yet selected or approached any prospective target business. Accordingly, there is no reliable basis for you to currently evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete a business combination with an entity in its development stage, we may be affected by numerous risks inherent in the business operations of those entities. If we complete a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of target businesses, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Effecting a Business Combination—We have not selected or approached any target business."

9

Under Delaware law, the requirements and restrictions relating to this offering contained in our certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions.

        Our certificate of incorporation sets forth certain requirements and restrictions relating to this offering that shall apply to us until the consummation of a business combination. Specifically, our certificate of incorporation provides, among other things, that:

•

prior to the consummation of our initial business combination, we shall submit such business combination to our stockholders for approval;



•

we may consummate our initial business combination if: (i) approved by a majority of the shares of common stock voted by the public stockholders, and (ii) public stockholders owning less than 20% of the shares purchased by the public stockholders in this offering exercise their conversion rights;



•

if our initial business combination is approved and consummated, public stockholders who voted against the business combination and exercised their conversion rights will receive their pro rata share of the trust account;



•

if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified in this prospectus, then we will be dissolved and distribute to all of our public stockholders their pro rata share of the trust account; and



•

we may not consummate any other merger, capital stock exchange, stock purchase, asset acquisition or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that our initial business combination be with one or more operating businesses whose fair market value, either individually or collectively, is equal to at least 80% of our net assets at the time of such business combination.

        Our certificate of incorporation prohibits the amendment of the above-described provisions. However, the validity of provisions prohibiting amendment of the certificate of incorporation under Delaware law has not been settled. A court could conclude that the prohibition on amendment violates the stockholders' implicit rights to amend the corporate charter. In that case, the above-described provisions would be amendable and any such amendment could reduce or eliminate the protection afforded to our stockholders. However, we view the foregoing provisions as obligations to our stockholders, and we will not take any actions to waive or amend any of these provisions.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs, which could have a negative impact on our ability to consummate a business combination.

        Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. This could have a negative effect on our ability to consummate a business combination. We do not intend to have any full time employees prior to the consummation of a business combination. Although our executive officers expect to devote substantial time to our business, they are engaged in other business endeavors and are not obligated to contribute any specific number of hours to our affairs. If our executive officers' or directors' other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. For a complete discussion of the potential conflicts of interest that you should be aware of, see the section appearing elsewhere in this prospectus entitled "Management—Conflicts of Interest." We cannot assure you that these conflicts will be resolved in our favor.

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We may not be able to consummate a business combination within the required time frame, in which case we would be forced to liquidate.

        We must complete a business combination with a fair market value as determined in the reasonable discretion of our board of directors of at least 80% of our net assets, not including the underwriters' deferred non-accountable expense allowance, at the time of acquisition within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or a definitive agreement has been executed within 18 months after the consummation of this offering and the business combination relating thereto has not yet been consummated within such 18-month period). If we fail to consummate a business combination within the required time frame, we will be forced to liquidate our assets. We may not be able to find a suitable target business within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of a business combination. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination.

You will not be entitled to protections normally afforded to investors of blank check companies.

        Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that we have not yet identified, we may be deemed to be a "blank check" company under the United States securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC, upon consummation of this offering including an audited balance sheet demonstrating this fact, we believe that we are exempt from rules promulgated by the SEC to protect investors of blank check companies, such as Rule 419 under the Securities Act of 1933, as amended. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we do not believe we are subject to Rule 419, our units will be immediately tradable and we have a longer period of time to complete a business combination in certain circumstances. For a more detailed comparison of our offering to offerings under Rule 419, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Comparison to Offerings of Blank Check Companies."

Our board of directors may not accurately determine the fair market value of a targeted acquisition.

        Fair market value of the target company will be determined in the reasonable discretion of our board of directors. Our board of directors may, but will not be required to, obtain an opinion from an investment banking firm or other valuation expert to confirm its determination of fair market value. If our board of directors, or any investment banking firm or other expert upon whose opinion our board may rely, overestimates the fair market value of a company that we acquire, then the value of our securities could be adversely affected.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per share liquidation price received by stockholders would be less than $5.78 per share.

        Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that, they will execute such agreements. Nor is there any guarantee that even if such third parties execute such agreements that they would be prevented from bringing claims against the trust fund. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders if such third party

11

refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party's engagement would be significantly more beneficial to us than any alternative. If we engage any vendor that refuses to execute such a waiver, or if a claim were nonetheless initiated by a party that executed a waiver, the proceeds held in trust could be subject to claims which could take priority over the claims of our public stockholders and the per share liquidation price could be less than $5.78, plus interest, due to claims of such creditors. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, John Carson, our Chairman of the Board, Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have agreed to indemnify us against any claims by any vendor, prospective target business or other entities that are owed money from us for services rendered or products sold to us that would reduce the amount of the funds in the trust. However, we cannot assure you that Messrs. Carson, Hanks and Dullum will be able to satisfy those obligations in all instances.

We may issue shares of our capital stock to complete a business combination which would reduce the equity interest of our stockholders and could likely cause a change in control of our ownership.

        Our certificate of incorporation authorizes the issuance of up to 70,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. Immediately after this offering (assuming no exercise of the underwriters' over-allotment option), there will be 34,000,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional shares of our common stock or preferred stock, a combination of common and preferred stock, or debt securities, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:

•

may significantly reduce the equity interest of investors in this offering;



•

may subordinate the rights of holders of common stock if the preferred stock is issued with rights senior to those afforded to our common stock;



•

could likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carryforwards, if any, and most likely also result in the resignation or removal of our present officers and directors; and



•

may adversely affect prevailing market prices for our common stock.

We may issue debt securities to effect a business combination, which could subject us to risks associated with debtors.

        We may issue indebtedness in connection with a business combination. If we issue debt securities, it could result in:

•

default and foreclosure on our assets if our operating revenues after a business combination were insufficient to service our debt obligations;



•

acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that require the maintenance

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of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and



•

our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

        For a more complete discussion of the possible structure of a business combination, see the section appearing elsewhere in this prospectus entitled "Proposed Business—Effecting a Business Combination—Selection of a target business and structuring of a business combination."

The ability of our stockholders to exercise their conversion rights may not allow us to effectuate the most desirable business combination or optimize our capital structure.

        At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholder's shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Accordingly, if a business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part of the trust fund for possible payment upon such conversion, or we may need to arrange third party financing to help fund the business combination in case a larger percentage of stockholders exercise their conversion rights than we expected. Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or the business combination may be more highly leveraged than desirable. As a result, we may not be able to effectuate the most attractive business combination available to us.

Our current officers and directors may resign upon consummation of a business combination and we will have only limited ability to evaluate the management of any target business.

        Our ability to successfully effect a business combination will be totally dependent upon the efforts of our key personnel. Upon consummation of a business combination, the role of our key personnel in the target business cannot presently be ascertained. Although it is possible that some of our key personnel will remain associated in various capacities with the target business following a business combination, they are not currently obligated to do so. We anticipate that members of our current management will not serve as executive officers following a business combination but may continue to serve as directors or consultants, which may result in a conflict of interest. For a complete discussion of our management's business affiliations and the potential conflicts of interest that you should be aware of, see sections appearing elsewhere in this prospectus entitled "Management—Directors and Officers," "Management—Executive Compensation" and "Management—Conflicts of Interest."

        We will attempt to retain the management of the target business or we will recruit new management team members to join the target business. Although we intend to closely scrutinize the management of a prospective target business in connection with evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of management will prove to be correct.

Some of our officers and directors are currently, and may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

        Some of our officers and directors are currently affiliated with private equity firms that seek to invest in or acquire middle market companies. In addition, although none of our officers or directors are currently affiliated with other publicly traded blank check companies, they may in the future

13

become so affiliated. Furthermore, our officers and directors may become aware of business opportunities which may be appropriate for presentation to us as well as the other entities to which they have fiduciary obligations. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete discussion of our management's business affiliations and the potential conflicts of interest that you should be aware of, see the sections appearing elsewhere in this prospectus entitled "Management—Directors and Officers" and "Management—Conflicts of Interest." We cannot assure you that these conflicts will be resolved in our favor.

All of our officers and directors directly or indirectly own shares of our common stock that will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

        All of our officers and directors directly or indirectly own stock in our company, but do not have a right with respect to those shares of common stock acquired by them prior to this offering to receive distributions upon our liquidation. In addition, certain of our initial stockholders will purchase 2,000,000 warrants in the warrant placement for an aggregate purchase price of $1,300,000. The shares of common stock acquired by our officers and directors prior to this offering, as well as any warrants owned by our officers and directors will be worthless if we do not consummate a business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business and completing a business combination within the required time frame. Consequently, our officers' and directors' discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders' best interest. See "Management—Conflicts of Interest" and "Certain Transactions" herein.

It is probable that we will only be able to complete one business combination, which will cause us to be solely dependent on a single business and a limited number of products or services.

        The net proceeds from this offering, the warrant placement and a $150,000 loan from Grand Cru Management, LLC that will be repaid from interest earned in the trust account will provide us with approximately $56,450,000 in cash, after payment of underwriting fees and commissions, which we may use to complete a business combination (subject to possible reduction resulting from stockholders electing to convert their shares to cash). Our initial business combination must be with a business with a fair market value (as determined in the reasonable discretion of our board of directors) of at least 80% of our net assets at the time of such acquisition (not including the underwriters' deferred non-accountable expense allowance). Consequently, it is probable that we will have the ability to complete only a single business combination. Accordingly, the prospects for our success may be:

•

solely dependent upon the performance of a single business; or



•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

        In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.

None of our officers or directors have ever been a principal of, or have ever been affiliated with, a publicly traded company formed with a business purpose similar to ours.

        Our officers and directors have never served as officers or directors of a development stage public company with the business purpose of raising funds to acquire an operating business. Accordingly, you may not be able to adequately evaluate their ability to successfully consummate a business combination for a publicly traded company organized for such a purpose.

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Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination.

        We expect to encounter intense competition from other entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds, operating businesses and financial buyers competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Further, the obligation that we have to seek stockholder approval of a business combination may delay the consummation of a transaction, and our obligation to convert into cash the shares of common stock held by public stockholders in certain instances may reduce the resources available for a business combination. Furthermore, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to do so.

        Since August 2003, based upon publicly available information, approximately 48 similarly structured blank check companies have completed initial public offerings. Of these companies, only five companies have consummated a business combination, while eleven other companies have announced they have entered into a definitive agreement for a business combination, but have not consummated such business combination. Accordingly, there are approximately 32 blank check companies with approximately $2.2 billion in trust that are seeking to carry out a business plan similar to our business plan. While some of those companies have specific industries or geographies that they must complete a business combination in, a number of them may consummate a business combination in any industry they choose. We may therefore be subject to competition from these and other companies seeking to consummate a business plan similar to ours, which will, as a result, increase demand for privately-held companies to combine with companies structured similarly to ours. Furthermore, the fact that only five of such companies has completed a business combination and eleven of such companies have entered into a definitive agreement for a business combination may be an indication that there are only a limited number of attractive target businesses available to such entities or that many privately held target businesses may not be inclined to enter into business combinations with publicly traded blank check companies like us. We cannot assure you that we will be able to successfully compete for an attractive business combination. In addition, because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time periods. If we are unable to find a suitable target business within such time periods, we will be forced to liquidate.

We may have to use a portion of the funds not held in trust to pay a "no-shop" fee to an acquisition target.

        We may use a portion of the funds not held in the trust account to make a deposit or pay a "no-shop" fee provision with respect to a prospective business combination. Depending on the size of such payment and the amount of funds already expended for due diligence and related expenses, our forfeiture of such payments, whether as a result of our breach or otherwise, may result in our not having sufficient funds to continue searching for or conducting due diligence with respect to another target business or complete a business combination. If we expend the proceeds not held in trust from this offering, management is not obligated to advance us any additional funds. Without additional financing after such an event, we may be unable to complete a business combination. Furthermore, the

15

limited amount of funds raised in this offering and not held in trust may limit our ability to fund a deposit or no-shop fee, which could make us less competitive in attracting an acquisition target.

If additional financing is required, we may be unable to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination.

        Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business combination, inasmuch as we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the business combination or the depletion of the available net proceeds in search of a target business, or because we become obligated to convert into cash a significant number of shares from dissenting stockholders, we will be required to seek additional financing. We cannot assure you that such financing would be available on favorable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders are required to provide any financing to us in connection with or after a business combination.

The American Stock Exchange may decline to list or may in the future delist our securities from quotation on its exchange which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

        We have applied to list our securities on the American Stock Exchange, a national securities exchange, upon consummation of this offering. Our listing application has not yet been approved by the American Stock Exchange and we cannot assure you that our securities will be listed or, if listed, will continue to be listed on the American Stock Exchange in the future. Additionally, in connection with our business combination, it is likely that the American Stock Exchange may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the American Stock Exchange delists our securities from trading on its exchange, we could face significant material adverse consequences including:

•

reduced liquidity with respect to our securities;



•

a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;



•

limited amount of news and analyst coverage for our company; and



•

a decreased ability to issue additional securities or obtain additional financing in the future.

        In the event that our securities are not listed on the American Stock Exchange, we anticipate that our units, common stock and warrants will be quoted on the OTC Bulletin Board, but we cannot assure that our securities will be so quoted, or, if quoted, will continue to be quoted.

Our initial stockholders, including our officers and directors, control a substantial interest in us and this may influence certain actions requiring a stockholder vote.

        Upon consummation of our offering, our initial stockholders (including all of our officers and directors) will collectively own 20% of our issued and outstanding shares of common stock, assuming they do not purchase units in this offering. None of our initial stockholders, officers and directors has

16

indicated to us that they intend to purchase our securities in the offering. In connection with the vote required for our initial business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. However, our initial stockholders will have substantial influence over other matters that may be voted upon by the stockholders, such as the election of directors.

Target business may be affiliated with one or more of the initial stockholders.

        We may complete a business combination with a target company with which one or more of the initial stockholders is affiliated or has been affiliated, which may give rise to a conflict of interest. For example, each of Mr. Hanks and Mr. Dullum are managers of venture capital firms that have invested in middle market companies across the United States. We may complete a business combination with a target company in which such venture capital firms has invested, which may give rise to a conflict of interest because Mr. Hanks and Mr. Dullum would be affiliated with an investor in such a target company. In the event we propose to acquire a target company that is affiliated with one of our initial stockholders, we will obtain an opinion from an independent investment banking firm that the business combination is fair from a financial point of view and will file such opinion with the Securities and Exchange Commission.

Risks Related to this Offering

Our initial stockholders paid an aggregate of $25,000, or $0.01 per share, for their shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

        The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. The fact that our initial stockholders acquired their shares of common stock at a nominal price has significantly contributed to this dilution. Assuming the offering is completed, you and the other new investors will incur an immediate and substantial dilution of approximately 28.5% or $1.71 per share (the difference between the pro forma net tangible book value per share of $4.29 and the initial offering price of $6.00 per unit).

Our outstanding warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination using our common stock as consideration.

        In connection with this offering, as part of the units and the warrant placement, we will be issuing warrants to purchase 22,000,000 shares of common stock. In addition, we have agreed to sell to Ferris, Baker Watts, Incorporated an option to purchase up to a total of 500,000 units, which, if exercised, will result in the issuance of warrants to purchase an additional 1,000,000 shares of common stock. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants and the option could make us a less attractive acquisition vehicle in the eyes of a target business as such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of any shares issued to complete the business combination. Accordingly, our warrants and the option may make it more difficult to effectuate a business combination or increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants and the option could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and to the extent these warrants and the option are exercised, you may experience dilution to your holdings.

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If our initial stockholders exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination.

        Our initial stockholders are entitled to demand that we register the resale of their shares of common stock at any time after the date on which their shares are released from escrow and to demand registration of the 2,000,000 shares of common stock underlying the warrants sold in the warrant placement if we are able to effect a business combination. If our initial stockholders exercise their registration rights with respect to all of their shares of common stock, then there will be an additional 4,500,000 shares of common stock eligible for trading in the public market. The presence of this additional number of shares of common stock eligible for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.

        If we are deemed to be an investment company under the Investment Company Act of 1940, our activities may be restricted, including:

•

restrictions on the nature of our investments; and



•

restrictions on the issuance of securities,

which may make it difficult for us to complete a business combination. In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company;



•

adoption of a specific form of corporate structure;



•

reporting, record keeping, voting, proxy, compliance and disclosure requirements; and



•

complying with other rules and regulations.

        We do not believe that our anticipated principal activities will subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust may only be invested by the trust agent in "government securities" (within the meaning of the Investment Company Act of 1940) with specific maturity dates. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 under the Investment Company Act of 1940. If we were deemed to be subject to the Act, compliance with these additional regulatory burdens would require additional expense that we have not accounted for.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements. The words "believe," "expect," "anticipate," "should," "would," "could," "plan," "will," "may," "intend," "estimate," "potential," "continue" or similar expressions or the negative of these terms are intended to identify forward-looking statements.

        We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations and business strategy. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking statements in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus.

        The information contained in this prospectus identifies important factors that could adversely affect actual results and performance. Prospective investors are urged to carefully consider such factors.

        Our forward-looking statements speak only as of the date they are made.

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USE OF PROCEEDS

        We have agreed to bear all fees, disbursements and expenses in connection with this offering. We estimate that the net proceeds of this offering will be as set forth in the following table:

		Without Over- Allotment Option		Over-Allotment Option Exercised
Gross proceeds(1)
Offering		$	60,000,000	$	69,000,000
Warrant Placement			1,300,000		1,300,000
	Total		61,300,000		70,300,000
Offering expenses(2)
	Underwriting discount (5.0% of gross proceeds)		3,000,000		3,450,000
	Underwriting non-accountable expense allowance (2.25% of gross proceeds)(3)		1,350,000		1,350,000
	Legal fees and expenses(2)		400,000		400,000
	Miscellaneous expenses		13,457		13,457
	Printing and engraving expenses		80,000		80,000
	Accounting fees and expenses		29,000		29,000
	SEC registration fee(2)		24,043		24,043
	NASD registration fee(2)		18,500		18,500
	American Stock Exchange listing fee(2)		85,000		85,000
Net proceeds			56,300,000		64,850,000
Contributions to escrow from loans(4)			150,000		150,000
Held in trust(5)			56,450,000		65,000,000

(1)

Excludes the $100 purchase of the unit purchase option payable by Ferris, Baker Watts, Inc.

(2)

A portion of these offering expenses have been paid from the funds we received from Messrs. Hanks and Dullum as described elsewhere in this prospectus and will be repaid out of the proceeds of this offering not being placed in trust upon consummation of this offering.

(3)

The underwriters have agreed to deposit 2.25% of the gross offering proceeds attributable to the non-accountable expense allowance, or $1,350,000, into the trust account until the earlier of the completion of a business combination or the liquidation of the trust account. They have further agreed to forfeit any rights to or claims against such proceeds if we do not complete a business combination and the trustee is required to liquidate the trust account. The amounts "held in trust" in the table above do not include these amounts deposited by the underwriters. The underwriters will have no right to receive any interest earned on their portion of the trust proceeds upon release of the funds held in trust.

(4)

At closing Grand Cru Management, LLC, an affiliate of Mr. Hanks and Mr. Dullum, will loan the company $150,000, which will be deposited in the trust account. The loan will bear simple interest at the rate of 4% per annum, with interest only payable on a monthly basis until maturity, which shall be 12 months from the date of this offering. The loan will be repaid exclusively from the interest earned from the funds held in trust. The loans will not have any access or rights against the principal in escrow. The purpose of the loan is to increase the funds held in trust available to the public stockholders upon conversion or liquidation of our company.

(5)

Excludes up to $1,350,000 which represents the underwriters' non-accountable expense allowance and which is further described in footnote 3 above.

20

        The following table illustrates how we intend to use the working capital funded from interest earned on the amount held in trust. These are estimates only. Our actual expenditures for some or all of these items may differ substantially from those set forth herein.

		Amount		Percentage(1)
	Identifying a prospective target business(2)	$	340,000	20.6	%
	Legal, accounting and other expenses related to the structuring, negotiation, due diligence and completion of a business combination(3)		500,000	30.3	%
	Payment of administrative fee to Grand Cru Management, LLC ($7,500 per month for two years)		180,000	10.9	%
	Legal and accounting fees relating to SEC reporting obligations		100,000	6.1	%
	Working capital to cover miscellaneous expenses, D&O insurance and reserves(1)(4)		380,000	23.0	%
	Repayments of loan from Grand Cru Management(5)		150,000	9.1	%
Total not held in trust		$	1,650,000	100.0	%

(1)

In the event the over-allotment option is exercised, the amount allocated to working capital to cover miscellaneous expenses, D&O insurance and reserves will increase to $580,000 and the percentages allocated to each item will be adjusted accordingly.

(2)

The $340,000 represents costs expected to be incurred by the Company and its officers, directors and employees in identifying and reviewing potential targets for business combinations, including fees paid to third-party consultants.

(3)

The $500,000 is expected to be paid for legal, accounting and other expenses attendant to conducting due diligence once a potential target for a business combination is identified and to assist in negotiating, structuring and completing the ultimate business transaction.

(4)

This amount will be used for director and officer liability insurance premiums (approximately $75,000), with the balance of $305,000 being held in reserve in the event amounts described above exceed our estimates.

(5)

The loan will bear simple interest at the rate of 4% per annum, with interest only payable on a monthly basis until maturity, which shall be 12 months from the date of this offering.

        We may use a portion of the funds not held in the trust account to make a deposit or pay a "no-shop" fee provision with respect to a prospective business combination. Management will have discretion to determine the amount, if any, of any deposit or no-shop fee we may pay to an acquisition target. Amounts used to fund such a payment would come from funds not held in trust that are allocated for other purposes. In determining whether to pay a deposit or no-shop fee, management will not authorize a payment that, in its business judgment, creates a material risk of depleting our resources prior to the consummation of a business combination based on management's experience with the costs of due diligence, negotiating and completing business combinations for private equity funds. Because this decision is a matter of business judgment, there can be no guaranty that after payment of a deposit or no-shop fee, we will have sufficient funds not held in trust to complete the due diligence and other tasks necessary to complete a business combination. The limited amount of funds raised in this offering and not held in trust may limit our ability to fund a deposit or no-shop fee, which could make us less competitive in attracting an acquisition target. In addition, depending on the size of such payment and the amount of funds already expended for due diligence and related expenses, our forfeiture of such payments, whether as a result of our breach or otherwise, may result in our not having sufficient funds to continue searching for or conducting due diligence with respect to another target business or complete a business combination. If we expend the proceeds not held in trust from this offering, management is not obligated to advance us any additional funds. Without additional financing after such an event, we may be unable to complete a business combination.

        $56,450,000, or $65,000,000 if the underwriters' over-allotment option is exercised in full, of net proceeds from this offering and the warrant placement plus the loan from Grand Cru Management, LLC will be placed in a trust account at JPMorgan Chase Bank, N.A. maintained by

21

Continental Stock Transfer & Trust Company, New York, New York, as trustee. In addition, $1,350,000 of the proceeds attributable to the underwriters' non-accountable expense allowance will be deposited into the trust account. The proceeds will not be released from the trust account until the earlier of the completion of a business combination and our liquidation. The proceeds held in the trust account (excluding the amount held in the trust account representing the deferred non-accountable expenses of the underwriters) may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts (excluding the amount held in the trust account representing the deferred non-accountable expenses of the underwriters) not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

        To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

        Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have advanced to us a total of $75,000, on a non-interest bearing basis, which was used to pay a portion of the expenses of this offering referenced in the line items above for SEC registration fee, NASD registration fee, accounting fees and legal fees and expenses. The advances will be payable on the earlier of June 15, 2006 or the consummation of this offering. The advances will be repaid out of the proceeds of this offering.

        The net proceeds of this offering held in the trust account and moneys held by us and not immediately required for the purposes set forth above will only be invested in "government securities," defined as any Treasury Bill issued by the United States having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, so that we are not deemed to be an investment company under that act. The interest income derived from investment of these net proceeds during this period will be paid to us on a monthly basis as described in this prospectus and will used to defray our general and administrative expenses, as well as costs relating to compliance with securities laws and regulations, including associated professional fees, until a business combination is completed. Until we receive interest income generated from the proceeds held in trust, approximately 30 days from the date of this offering, our initial cash expenses will be funded through non-interest bearing advances from our officers and directors. We believe that payments for most of our initial expenses will not become due until after we receive our first interest payment from the trust account.

        We believe that, upon consummation of this offering, we will have sufficient available funds to operate for at least the next 24 months, assuming that a business combination is not consummated during that time.

        We intend to allocate a portion of the proceeds not held in trust for expenses incurred in examining and evaluating prospective target businesses. Mr. Carson, our Chairman of the Board of Directors, Mr. Hanks and Mr. Dullum, will supervise this process and we expect that they will devote substantial time to our business during the search for the target business and once we have signed a term sheet with a target business that provides for a business combination conditioned upon among other things, the completion of due diligence. We anticipate that Mr. Carson, Mr. Hanks and Mr. Dullum will be assisted in their efforts by other members of management and may engage outside professional advisors, such as accountants, attorneys, market experts and consultants, to assist with their due diligence efforts. Commencing on the effective date of this prospectus through the consummation of the acquisition of the target business, we will pay Grand Cru Management, LLC the $7,500 per month fee described above. Other than Grand Cru Management, LLC, our directors, officers, employees, initial stockholders or their respective affiliates will not receive compensation of any kind (including finder's and consulting fees) from us or any third party, including the prospective target, in connection with their performance of due diligence of prospective target companies or for any other services rendered to us prior to or in connection with the consummation of a business combination.

22

However, they will receive reimbursement for any out-of-pocket expenses they incur in identifying an acquisition target and conducting due diligence. In the event that a business combination is consummated, then such out-of-pocket expenses will become obligations of the surviving entity to the extent not reimbursed before the consummation of a business combination. Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination. Management will have the ability to negotiate their remuneration for services rendered following a business combination, subject to their fiduciary obligations to us under Delaware law.

        A public stockholder will be entitled to receive funds from the trust account (including interest that is not applied toward working capital or taxes) only in the event of our liquidation or if that public stockholder were to seek to convert such shares into cash in connection with a business combination which the public stockholder voted against and which we consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

23

DILUTION

        The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash), by the number of outstanding shares of our common stock.

        At December 31, 2005, our net tangible book value was a deficiency of $283,346, or approximately ($0.11) per share of common stock. After giving effect to the warrant placement and the sale of 10,000,000 shares of common stock included in the units, and the deduction of underwriting discounts and estimated expenses of this offering, our pro forma net tangible book value at December 31, 2005 (determined as described below) would have been $45,035,808, or $4.29 per share, representing an immediate increase in net tangible book value of $4.40 per share to the initial stockholders and an immediate dilution of $1.71 per share or 28.5% to new investors not exercising their conversion rights. For purposes of presentation, our pro forma net tangible book value after this offering is $11,284,355 less than it otherwise would have been because if we effect a business combination, the conversion rights to the public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of the shares sold in this offering at a per share conversion price equal to the amount in the trust account as of the record date for the determination of stockholders entitled to vote on the business combination, inclusive of any interest, divided by the number of shares sold in this offering. Under no circumstances will we structure a business combination in which less than 19.99% of the shares held by public stockholders would be eligible for conversion pursuant to a business combination that we elect to consummate.

        The following table illustrates the dilution to the new investors on a per share basis, assuming no value is attributed to the warrants included in the units:

Public offering price				$	6.00
Net tangible book value before this offering	$	(0.11	)
Increase attributable to new investors		4.40
Pro forma net tangible book value after this offering					4.29
Dilution to new investors				$	1.71

        The following table sets forth information with respect to our initial stockholders and the new investors:

	Shares Purchased			Total Consideration
								Average Price Per Share
	Number	Percentage		Amount		Percentage
Initial stockholders	2,500,000	20.0	%	$	25,000	0.04	%	$	0.01
Warrant placement	0	0.0	%		1,300,000	2.12	%		—
New investors	10,000,000	80.0	%		60,000,000	97.84	%		6.00
	12,500,000	100.0	%	$	61,325,000	100.00	%

        The pro forma net tangible book value after the offering is calculated as follows:

Numerator:
Net tangible book value before this offering and the warrant placement	$	(283,346	)
Proceeds from this offering and the warrant placement		56,300,000
Add back: offering costs paid or accrued and excluded from net tangible book value before this offering		303,509
Less: Proceeds held in trust subject to conversion to cash		(11,284,355	)
	$	45,035,808
Denominator:
Shares of common stock outstanding prior to this offering		2,500,000
Shares of common stock included in the units offered		10,000,000
Less: Shares subject to conversion (10,000,000 × 19.99%)		(1,999,000	)
		10,501,000

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DIVIDEND POLICY

        We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, Delaware law, and other factors that our board of directors deems relevant.

CAPITALIZATION

        The following table sets forth our capitalization as at December 31, 2005, and as adjusted to give effect to the sale of our units and the warrant placement and the application of the estimated net proceeds derived therefrom:

		December 31, 2005
		Actual			As Adjusted(1)
Note payable to stockholders		$	75,000		$	150,000
Common stock, $0.0001 par value, -0- and 1,999,000 shares which are subject to possible conversion to cash, shares at conversion value(2)			—			11,284,355
Stockholders' equity:
	Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding		—			—
	Common stock, $0.0001 par value, 70,000,000 shares authorized; 2,500,000 shares issued and outstanding and 10,501,000 shares issued and outstanding (excluding 1,999,000 shares subject to possible conversion to cash), as adjusted		250			1,050
	Additional paid-in capital		24,750			45,039,595
	Deficit accumulated during the development stage		(4,837	)		(4,837	)
	Total stockholders' equity		20,163			45,035,808
Total capitalization		$	95,163		$	56,470,163

(1)

As adjusted capitalization gives effect to our obligation to pay the underwriters the deferred non-accountable expense allowance of $1,350,000 upon the consummation of a business combination.

(2)

If we consummate a business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of shares sold in this offering at a per-share conversion price equal to the amount in the trust account, inclusive of any interest thereon that is not applied toward working capital or taxes, as of two business days prior to the proposed consummation of a business combination divided by the number of shares sold in this offering. Under no circumstances will we structure a business combination in which less than 19.99% of the shares held by public stockholders would be eligible for conversion pursuant to a business combination that we elect to consummate.

25

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition, results of operations and liquidity and capital resources. This section should be read together with our audited financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in this prospectus.

        Harbor Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The issuance of additional shares of our capital stock:

•

may significantly reduce the equity interest of our stockholders;



•

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;



•

will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and



•

may adversely affect prevailing market prices for our common stock.

        Similarly, if we issue debt securities, it could result in:

•

default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;



•

acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;



•

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and



•

our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

        We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through an offering of our equity securities.

        Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have advanced to us a total of $75,000, which will be used to pay a portion of the expenses of this offering with respect to the SEC registration fee, the NASD registration fee, the American Stock Exchange listing fee and legal fees and expenses.

        We estimate that the net proceeds from the warrant placement, the sale of the units and loans from Grand Cru Management, LLC, after deducting offering expenses of approximately $650,000 and underwriting discounts and expenses of approximately $3,000,000 (which excludes the deferred non-

26

accountable expense allowance), will be approximately $56,450,000, or $65,000,000 if the underwriters' over-allotment option is exercised in full. This amount will be held in trust. In addition, $1,350,000 of the proceeds attributable to the underwriters' non-accountable expense allowance will be deposited in the trust account and will be paid to the underwriters upon the consummation of a business combination, or to the public stockholders upon a liquidation if we are unable to consummate a business combination within the time period described in this prospectus. We will use substantially all of the working capital funded from interest earned on the amount held in trust to identify and evaluate prospective acquisition candidates, select the target business, and structure, negotiate and consummate the business combination. To the extent that our capital stock or debt securities are used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business. We believe that, upon consummation of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, and exclusive of the expenses related to this offering, we anticipate approximately $340,000 of expenses to be incurred by the Company and its officers, directors and employees in identifying and reviewing potential targets for business combinations, including fees that may be paid to third parties, $500,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations once a potential target for a business combination is identified and to structuring and negotiating of a business combination, $180,000 for the administrative fee payable to Grand Cru Management, LLC ($7,500 per month for two years), $100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations and $380,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately $75,000 for director and officer liability insurance premiums. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds to the extent such financing is required to consummate a business combination, in which case we may issue additional securities or incur debt in connection with such business combination. We would only consummate such a financing simultaneously with the consummation of a business combination.

        We are obligated, commencing on the date of this prospectus, to pay to Grand Cru Management, LLC, an affiliate of Robert J. Hanks and David A.R. Dullum, a monthly fee of $7,500 for certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Boston, Massachusetts. We believe, based on rents and fees for similar services in the Boston metropolitan area, that the fee charged by Grand Cru Management, LLC is at least as favorable as we could have obtained from an unaffiliated third party.

        On June 21, 2005, Robert J. Hanks and David A.R. Dullum advanced $75,000 to us, on a non-interest bearing basis, for payment of offering expenses on our behalf. The advances will be payable on the earlier of June 15, 2006 and the consummation of this offering. The advances will be repaid out of the proceeds of this offering not being placed in trust. Upon the consummation of this offering, Grand Cru Management, LLC will loan an additional $150,000 to us which will be deposited in the trust account. The loan will bear interest at a rate of 4% per year and will be repaid out of the interest earned on the escrowed funds.

        We have agreed to sell to Ferris, Baker Watts, Incorporated, for $100, an option to purchase up to a total of 500,000 units. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the units have an exercise price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering). This option is exercisable at $7.50 per unit (125% of the price of the units sold in the offering) commencing on the later of the consummation of a business combination and one year from the date of this prospectus and expiring five years from the date of this prospectus.

        The sale of the option will be accounted for as an equity transaction. Accordingly, there will be no net impact on our financial position or results of operations, except for the recording of the $100

27

proceeds from the sale. We have determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale would be approximately $501,578, using an expected life of five years, volatility of 18.47% and a risk-free interest rate of 4.635%. However, because our units do not have a trading history, the volatility assumption is based on information currently available to management. In order to estimate the value of the option, we considered a basket of representative companies within the consumer and industrial products sectors that trade in the U.S. We believe this is a reasonable benchmark to use in estimating the expected volatility for our common stock. Utilizing a higher volatility would have had the effect of increasing the implied value of the option.

Quantitative and Qualitative Disclosures About Market Risk

        Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. The net offering proceeds held in trust will only be invested in "government securities," defined as any Treasury Bill issued by the United States having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940. Thus, we are subject to market risk primarily through the effect of changes in interest rates on government securities. The effect of other changes, such as foreign exchange rates, commodity prices and/or equity prices, does not pose significant market risk to us.

28

PROPOSED BUSINESS

Overview

        We are a recently organized Delaware blank check company incorporated on June 20, 2005 in order to serve as a vehicle for the acquisition of an operating business. We will focus our efforts exclusively in identifying a prospective target business in the consumer and industrial products sectors. We intend to utilize cash derived from the proceeds of the offering, our capital stock, debt or a combination of these in effecting a business combination. We will focus our efforts on seeking a business combination from corporate divestitures, private businesses and portfolio companies currently held by private equity firms specializing in leveraged buyouts. We believe that there are opportunities to effect middle market acquisitions and that, as a well-financed public entity possessing broad investment, acquisition and operating experience, we are well positioned to identify target acquisitions and to effect a business combination. We intend to seek a business combination through one of the following sources:

•

Corporate Restructurings.  Corporate restructurings may present opportunities to acquire operating divisions or subsidiaries from companies that divest non-core assets.



•

Private Middle Market Companies.  Owners of privately held middle market companies may seek to realize the value of their investments through a sale of their company.



•

Portfolio Companies of Private Equity Firms.  Because most private equity funds must distribute the fund assets following a fixed term of years, they typically seek transactions for their portfolio companies that result in the receipt of cash or marketable securities for their investors.

        We believe that we are particularly well positioned to pursue these types of acquisition targets due in part to the factors identified below under "Competitive Strengths". We will only focus on companies with positive cash flow that have historically generated positive cash earnings before interest, taxes and depreciation. We will seek target companies with existing executive management teams that have demonstrated the ability to operate and profitably grow middle market companies. It is expected that our current management will not participate as executive officers of a target company, but may serve as non-executive board members or in an advisory capacity. We will seek to acquire a company that is well positioned in one of the following sectors:

•

Consumer Products.  The Company intends to focus in the consumer product sector on companies that have established brands within their target markets. We believe that consumer product companies will continue to provide attractive investment opportunities through their successful efforts to capture consumer attention with products and services that maximize convenience and quality. We are focused on those companies that can build a lasting relationship with the consumer that yields predictable recurring revenue.



•

Industrial Products.  In considering an industrial products company as an acquisition candidate, we will evaluate whether new methods and/or business models can be applied to increase growth and improve profitability. It is expected that, as non-executive directors, advisors and principal stockholders of the target company, our current management will be in a position to influence and approve the implementation of any new business methods for the target company. In an appropriate case, we will consider including in the business combination agreement provisions requiring the implementation of new methods and/or business models by the target company.

        We may also acquire a company that provides services for personal, family, household or business purposes. We intend to source our target business opportunities from various internal and external sources. We believe that we will be able to generate deal flow from internal sources primarily resulting from personal contacts and relationships that our officers and directors have developed and maintain in the private equity, mergers and acquisition industry, and public corporation domain, as well as through

29

relationships they have developed and maintain with various professionals, including accountants, consultants, commercial bankers, attorneys, regional brokers and other investors. We will also seek to generate deal flow from external sources by contacting investment bankers, venture capital funds, private equity funds, and other members of the financial community which may present solicited or unsolicited proposals.

        While we may or may not consummate our business combination with a company (or a company with the investment profile discussed above), we believe this focus should prove to be an attractive arena in which to find a target business.

        Due to these factors, we believe that there are opportunities to effect acquisitions and that, as a well financed public entity possessing broad investment, acquisition and operating expertise, we are well positioned to identify target acquisitions and to effect a business combination to take advantage of these opportunities.

Transaction Structures

        We believe the majority of the transactions we will review and consider fall into the following categories:

•

Growth Scenarios—situations where companies have the opportunity for growth through market development, incremental marketing, or increases in working capital.



•

Fragmented Industries—industries characterized by a large number of small to mid-size firms in which opportunities may arise.



•

Divisional Spin-outs—operating units or subsidiaries of companies that may have been neglected by the parent in terms of focus, resources or funding and may no longer be considered strategic or core business units.

Competitive Strengths

        We believe that our company will succeed in consummating a business combination with a target business or businesses as a result of the following:

•

Experienced Transaction Investors.  Our management team, including our officers, directors and special advisors, has been involved in transaction development, acquisition due diligence, structuring, negotiating and closing acquisition and growth financing transactions in both the public and private markets. In addition, our officers and directors have served on the boards of directors of acquiring and acquired private and public companies.



•

Extensive Public, Private Equity and Mergers and Acquisitions Contacts.  Our management team has significant experience and contacts in the public and private equity markets and mergers and acquisitions industry. In addition, our management team has a network of business relationships with executives and board members of privately held companies. We believe that these contacts will provide our management team with access to acquisition opportunities. We plan to use our contacts to identify acquisition opportunities that may not yet be available to the broader market.



•

Management Operating Experience.  Our officers, directors and special advisors have acquisition and operating experience in a variety of industries within the consumer and industrial product sectors. We believe that this experience provides us with a competitive advantage in evaluating businesses and acquisition opportunities in these sectors. This experience also assists us in evaluating whether acquisition targets have the human and other resources necessary to sustain themselves as publicly traded companies.

30

Effecting a Business Combination

General

        We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of this offering are intended to be generally applied toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be in its early stages of development or growth. While we may seek to effect business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

We have not selected or approached any target business

        To date, we have not selected or approached any target business on which to concentrate our search for a business combination. Subject to the limitations that a target business must be in the consumer and industrial product sectors and have a fair market value as reasonably determined by our board of directors of at least 80% of our net assets at the time of the acquisition (not including the underwriters' deferred non-accountable expense allowance), as described below in more detail, we will have substantial flexibility in identifying and selecting a prospective acquisition candidate. Accordingly, there is no reliable basis for investors in this offering to currently evaluate the possible merits or risks of the target business with which, or industry within the consumer and industrial products sectors in which, we may ultimately complete a business combination. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

        We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, management buyout funds and other members of the financial community, who may present solicited or unsolicited proposals. Our officers and directors as well as their affiliates may also bring to our attention target business candidates. In no event, however, will any of our existing officers, directors or stockholders or any entity with which they are affiliated receive any finder's fee, consulting fee or other compensation from us or any third party, including the prospective target, for services rendered prior to or in connection with the consummation of a business combination by our company. Following a business combination our management may receive a fee for prospective services they may render to the target business, subject to the approval of a majority of the disinterested members of our board of directors. We expect that we may be contacted by unsolicited parties who become aware of our interest in prospective targets through press releases, word of mouth and media coverage, should these outlets develop. We may pay a finder's fee to any unaffiliated party that provides information regarding prospective targets to us. Any such fee would be conditioned on our consummating a business combination with the identified target. We anticipate that such fees, if any, would be a percentage of the consideration associated with such business combination, with the percentage to be determined based on local market conditions at the time of such combination.

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Selection of a target business and structuring of a business combination

        Mr. Carson, Mr. Hanks and Mr. Dullum will supervise the process of evaluating prospective target businesses, and we expect that they will devote substantial time to the search for an acquisition candidate. Messrs. Carson, Hanks and Dullum will be assisted by the rest of our management team, together with our outside attorneys, accountants and other representatives.

        Subject to the requirement that our initial business combination must be with a target business in the industrial and consumer products sectors with a fair market value as reasonably determined by our board of directors that is at least 80% of our net assets at the time of such acquisition (not including the underwriters' deferred non-accountable expense allowance), our management will have substantial flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

•

financial condition and results of operation;



•

cash flow potential;



•

growth potential;



•

experience and skill of management and availability of additional personnel;



•

capital requirements;



•

competitive position;



•

barriers to entry;



•

stage of development of the products, processes or services;



•

security measures employed to protect technology, trademarks or trade secrets;



•

degree of current or potential market acceptance of the products, processes or services;



•

proprietary features and degree of intellectual property or other protection of the products, processes or services;



•

regulatory environment of the industry; and



•

costs associated with effecting the business combination.

        These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. Management will consider these criteria as a whole. For example, one target with a balance sheet that is stronger than another target due to the existence of higher stockholder's equity or other indicia of financial strength, may have a less established competitive position in its market. We cannot say in advance which criteria will be most important when evaluating two or more potential business combinations. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available to us.

        The structure of a particular business combination may take the form of a merger, capital stock exchange, asset acquisition or other similar structure. Although we have no commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional shares of our common stock or preferred stock, a combination of common and preferred stock, or debt securities, to complete a business combination.

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        The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination. However, we will not pay any finder's or consulting fees to our initial stockholders, or any of their respective affiliates, for services rendered to or in connection with a business combination.

Fair market value of target business

        The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition (not including the underwriters' deferred non-accountable expense allowance). The fair market value of such business will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow, book value and, where appropriate, upon the advice of appraisers or other professional consultants. To reduce potential conflicts of interest, we will not consummate a business combination with an entity which is affiliated with any member of our board of directors, management or initial stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view. In the event that we obtain such opinion, we will file it with the Securities and Exchange Commission.

Probable lack of business diversification

        While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business which satisfies the minimum valuation standard at the time of such acquisition, as discussed above. Consequently, it is probable that we will have the ability to effect only a single business combination. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

•

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination; and



•

result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

Limited ability to evaluate the target business' management

        Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business' management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following a business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

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        Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Opportunity for stockholder approval of business combination

        Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, which, among other matters, will include a description of the operations of the target business and audited historical financial statements of the business.

        In connection with the vote required for any business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering both vote against the business combination and exercise their conversion rights.

Conversion rights

        At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholder's shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. The actual per share conversion price will be equal to the amount in the trust account, inclusive of any interest not distributed to us for working capital or paid or accrued for taxes (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares of common stock sold in this offering. Without taking into account any interest earned on the trust account, the initial per share conversion price would be approximately $5.78, or $0.22 less than the per-unit offering price of $6.00.

        An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the units. We will not complete any business combination if public stockholders owning 20% or more of the shares sold in this offering both vote against a business combination and exercise their conversion rights.

Liquidation if no business combination

        If we do not complete a business combination within 18 months after the consummation of this offering, or within 24 months if the extension criteria described below have been satisfied, we will be dissolved and distribute to all of our public stockholders, in proportion to their respective equity

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interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest not distributed to us for working capital or paid or accrued for taxes plus any remaining net assets. Our initial stockholders have waived their rights to participate in any liquidation distribution with respect to shares of common stock owned by them immediately prior to this offering. There will be no distribution from the trust account with respect to our warrants, which will expire worthless.

        Without taking into account interest earned on the trust account after payments to us for working capital and amounts paid or accrued for taxes, the initial per-share liquidation price would be approximately $5.78, or $0.22 less than the per-unit offering price of $6.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which could be prior to the claims of our public stockholders. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, John Carson, our Chairman of the Board of Directors, Robert J. Hanks, our Chief Executive Officer, and David A.R. Dullum, our President, have agreed to indemnify us from claims by a vendor that would reduce the amount of funds held in trust. However, we cannot assure you that Messrs. Carson, Hanks and Dullum will be able to satisfy those obligations in all instances. As a result, we cannot assure you that the actual per share liquidation price will not be less than $5.78, plus interest, due to claims of creditors.

        If we enter into either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination prior to the expiration of 18 months after the consummation of this offering, but are unable to complete the business combination within the 18-month period, then we will have an additional six months in which to complete the business combination contemplated by the letter of intent, agreement in principle or definitive agreement. If we are unable to do so within 24 months following the consummation of this offering, we will then liquidate. Upon notice from us, the trustee of the trust account will commence liquidating the investments constituting the trust account and will turn over the proceeds to our transfer agent for distribution to our public stockholders. We anticipate that our instruction to the trustee would be given promptly after the expiration of the applicable 18-month or 24-month period.

        Our public stockholders will be entitled to receive funds from the trust account only in the event of our liquidation or if the stockholders seek to convert their respective shares into cash upon a business combination which the stockholder voted against and which is completed by us. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.

Competition

        In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore:

•

our obligation to seek stockholder approval of a business combination may delay or threaten the completion of a transaction;



•

our obligation to convert into cash shares of common stock held by our public stockholders in certain instances may reduce the resources available to us for a business combination; and



•

our outstanding warrants and the option, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

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        Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that to the extent that our target business is a privately held entity, our status as a well-financed public entity may give us a competitive advantage over entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

        If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Facilities

        We maintain our executive offices at One Boston Place, Suite 3630, Boston, Massachusetts 02108. Grand Cru Management, LLC has agreed to provide us with certain limited administrative, technology and secretarial services under a lease and services agreement, as well as the use of certain limited office space, including a conference room, at this location pursuant to a letter agreement between us and Grand Cru Management, LLC. The cost for the foregoing services to be provided to us by Grand Cru Management, LLC is $7,500 per month. We believe, based on rents and fees for similar services in the Boston, Massachusetts area, that the fee charged by Grand Cru Management, LLC is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space adequate for our current operations.

Employees

        Our executive officers are not obligated to devote any specific number of hours to our matters. Although Messrs. Carson, Hanks and Dullum intend to devote a substantial amount of time to the search for and due diligence of a target acquisition, the amount of time they or any of our officers will devote in any time period will vary based on the availability of suitable target businesses to investigate. We do not intend to have any full time employees prior to the consummation of a business combination.

Legal Proceedings

        We are not involved in any litigation or administrative proceedings incidental to our business.

Periodic Reporting and Audited Financial Statements

        We will register our units, common stock and warrants under the Securities Exchange Act of 1934, as amended, and have reporting obligations, including the requirement that we file annual and quarterly reports with the Securities and Exchange Commission. In accordance with the requirements of the Securities Exchange Act of 1934, as amended, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

        We will not acquire a target business if audited financial statements based on U.S. generally accepted accounting principles cannot be obtained for the target business. Additionally, our management will provide stockholders with audited financial statements, prepared in accordance with generally accepted accounting principles, of the prospective target business as part of the proxy solicitation materials sent to stockholders to assist them in assessing the target business. In addition, our management will ensure that the target company is compliant, on a timely basis, with the Sarbanes-Oxley Act of 2002. Our management believes that the requirement of having available audited financial statements for the target business, as well as achieving timely compliance with the Sarbanes-Oxley Act of 2002, will not materially limit the pool of potential target businesses available for acquisition.

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Comparison to Offerings of Blank Check Companies

        The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering and that the underwriter has not exercised its over-allotment option. None of the terms of a Rule 419 offering will apply to this offering.

	Terms of Our Offering	Terms of a Rule 419 Offering
Escrow of offering proceeds	$57,800,000 of the net offering proceeds will be deposited into a trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company. These proceeds consist of $56,300,000 from the net proceeds payable to us from this offering and the warrant placement, $1,350,000 of the proceeds attributable to the deferred underwriters' non-accountable expense allowance and a $150,000 loan to be repaid from interest earned on the amount deposited into the trust account.	$49,500,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	The $57,800,000 of net offering proceeds held in trust will only be invested in "government securities," defined as any Treasury Bill issued by the United States having a maturity of 180 days or less, and money market funds meeting certain conditions of Rule 2a-7 under the Investment Company Act of 1940.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition, not including the underwriters' deferred non-accountable expense allowance.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represented at least 80% of the maximum offering proceeds.

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Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated informs us of its decision to allow earlier separate trading provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the filing of the Current Report on Form 8-K.	No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants	The warrants cannot be exercised until the later of the completion of a business combination or one year from the date of this prospectus and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

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Election to remain an investor	We will give our stockholders the opportunity to vote on the business combination. In connection with seeking stockholder approval, we will send each stockholder a proxy statement containing information required by the SEC. A stockholder following the procedures described in this prospectus is given the right to convert his or her shares into his or her pro rata share of the trust account. However, a stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
Business combination deadline	A business combination must occur within 18 months after the consummation of this offering or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement relating to a prospective business combination was entered into prior to the end of the 18-month period.	If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
Release of funds	The proceeds held in the trust account will not be released until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time.

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MANAGEMENT

Directors and Officers

        Our current directors and executive officers are as follows:

Name	Age	Position
John Carson	60	Chairman of the Board
Robert J. Hanks	63	Chief Executive Officer and Treasurer
David A.R. Dullum	58	President, Secretary and Director
Todd A. Fitzpatrick	35	Vice President and Chief Accounting Officer
Christopher R. Young	38	Vice President
Timothy J. Durkin	49	Director
William E. Mahoney	73	Director

        John Carson became a director of our Company on August 12, 2005 and the Chairman of the Board on March 15, 2006. From 2000 - February 2005 Mr. Carson served as Chairman and Chief Executive Officer of Marbo, Inc., a privately held investment firm that invests in and acquires companies in the consumer product sector. From 1993-1999 he served as Chairman of Triarc Beverage Group, and as President and Chief Executive Officer of Royal Crown Company, both subsidiaries of Triarc Companies, Inc. that sold brand name beverages including Royal Crown, Snapple, Mistic Brands and Stewart's Root Beer. From 1967-1993, Mr. Carson served in various positions with Cadbury-Schweppes N.A., including its President from 1984 to 1993. Mr. Carson is a graduate of the College of Commerce, Birmingham and the London Business School.

        Robert J. Hanks has been our Chief Executive Officer since our inception. Mr. Hanks has over 30 years experience in private equity, mergers and acquisitions and in general and financial management. He has operating experience in the United States, Latin America and Asia. Mr. Hanks is a principal and managing general partner of New England Partners, a private equity firm he co-founded in 1992 that is based in Boston, Massachusetts. As a principal and managing general partner at New England Partners, Mr. Hanks has been responsible with other managing general partners for raising of pools of capital and for identifying and structuring investments in and acquisitions of operating companies. Since January 2004, he has served as a director of Elmet Technologies, Inc. a privately held specialty industrial products manufacturer, and since October 1997, of Solar Cosmetic Labs, Inc., a privately held health and beauty products manufacturer. From 1987-1991, he was President of Vista Investment Company, a private equity investment firm established by the Vista Group that specialized in middle market transactions. Prior to that, Mr. Hanks served in various senior management positions in NYSE-listed public companies. He was Vice President and Group Officer of Conrac Corporation and Chief Financial Officer of GTE Brasil, Vice President of GTE Communications Products and President of GTE Asia Pacific. Mr. Hanks holds a B.S. in Economics from the Maxwell School at Syracuse University and an M.B.A. in International Finance from Whitman School of Management at Syracuse University.

        David A.R. Dullum has been our President and Secretary since our inception. Mr. Dullum has more than 30 years of professional investment experience and is a principal and general partner of New England Partners, a private equity firm based in Boston. As a principal and managing general partner at New England Partners, Mr. Dullum has been responsible with other managing general partners for overseeing the raising of pools of capital and for identifying and structuring investments in and acquisitions of operating companies. From 1976-1990, he was a Managing General Partner of the Chicago-based private equity firm Frontenac Company. During his 14 year tenure at Frontenac, he was instrumental in increasing funds under management from $3 million to over $250 million. As a

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managing general partner at Frontenac, Mr. Dullum was also responsible with other managing general partners for overseeing the raising of pools of capital and identifying and structuring investments in and acquisitions of operating companies. Mr. Dullum serves as a director of Simkar Corporation, a manufacturer of industrial and consumer lighting products and Fetco Home Decor, Inc., a designer and manufacturer of home decor products. He also serves as a director of three publicly traded companies: Gladstone Capital Corp. (NASDAQ:GLAD); Gladstone Commercial Corp. (NASDAQ:GOOD); and Gladstone Investment Corp. (NASDAQ:GAIN) and is the Audit Committee Chair for GLAD and GAIN. He has lectured on venture capital at the J. L. Kellogg Graduate School of Management, Northwestern University, and was a member of the Board of Trustees of the Stanford Graduate School of Business Trust and former Chairman of the National Association of Small Business Investment Companies. Mr. Dullum holds a B.M.E. from Georgia Institute of Technology and an M.B.A. from Stanford Graduate Business School.

        Todd A. Fitzpatrick has been our Vice President and Chief Accounting Officer since August 10, 2005. Mr. Fitzpatrick is a partner of New England Partners, a private equity firm based in Boston, where he has been a principal since 1998. As a partner at New England Partners, Mr. Fitzpatrick has been responsible with other partners in identifying and structuring investments in and acquisitions of operating companies. Mr. Fitzpatrick focuses on investing in middle market buyouts within the consumer and industrial sectors. From 1993-1998, Mr. Fitzpatrick was a senior auditor with Coopers & Lybrand performing audits and mergers and acquisition assignments for corporate clients. He has broad based experience in a variety of industries including consumer and industrial products, high-tech manufacturing, and medical technology. Mr. Fitzpatrick graduated from Bowdoin College with a B.A. and has M.B.A. and M.S.A. degrees from Northeastern University.

        Christopher R. Young has been our Vice President since August 10, 2005. Mr. Young is a partner of New England Partners, a private equity firm based in Boston, where he has been a principal since 1997. As a partner at New England Partners, Mr. Young has been responsible with other partners in identifying and structuring investments in and acquisitions of operating companies. Mr. Young also serves as a director of SourceIQ, Inc., a privately held software company. From 1992 - 1995, Mr. Young was an investment banker in the mergers and acquisition group with NationsBanc Capital Markets, Inc. (now Banc of America Securities, Inc.). He has 13 years of experience in evaluating investments in, and mergers and acquisitions of, middle market companies. Mr. Young graduated from Babson College with a B.S. degree.

        Timothy J. Durkin, has been a director of our company since inception. Since 1998, Mr. Durkin has been a Managing Director of Latona Associates, a private merchant bank where he is responsible for Latona's private equity investment activities. From 1991-1997, he served as General Partner of Marlborough Capital Advisors, a private mezzanine and equity investment firm. Mr. Durkin's experience at Marlborough Capital Advisors included shared oversight responsibility for raising pools of capital and at Latona Associates and Marlborough Capital Advisors he has had shared oversight responsibility for identifying and evaluating investments in and acquisitions of operating companies. From 1986 to 1990, Mr. Durkin was an Associate of the Merchant Banking Division of Signal Capital Corporation, a subsidiary of The Henley Group. Mr. Durkin began his career at Manufacturers Hanover Trust Company, where he spent three years at the bank's International Division in Latin America. Mr. Durkin graduated with a Bachelor of Arts from St. Lawrence University in 1979 and earned a M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. Mr. Durkin is a director of Zenith Administrators, Inc. and Progressive Moulded Products Corp.

        William E. Mahoney became a director of the Company on August 12, 2005. Mr. Mahoney retired in 1997 as vice chairman and chief operating officer of Witco Corporation (now Chemturo Corporation), a $2.4 billion in sales global manufacturer of specialty chemical and petroleum products. He served as chairman of Witco's executive committee of the board of directors. A member of the

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board of directors since 1989, he also sat on the board's pension committee and audit committee (as a non-voting member). During his 20 years with Witco, Mr. Mahoney was involved in over 15 acquisitions. He is an adjunct professor at the University of Massachusetts, Amherst, and serves on the advisory council in the College of Natural Sciences and Mathematics. Mr. Mahoney graduated from the University of Massachusetts, Amherst, with B.S. degree in chemistry and completed the advanced marketing management program at Harvard University Business School. He was awarded the Chancellor's Medal at the University of Massachusetts in 1996. It is the highest honor bestowed on an individual for extraordinary service to industry and the university.

        Our board of directors has five directors, who will each serve until the next annual meeting of stockholders and until their successor is elected and qualified. These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating its acquisition.

Special Advisors

        The following individuals have agreed to serve as special advisors:

        Thomas Bullock has over 25 years experience in the packaged goods and food and beverage industry. From 1997-2000 Mr. Bullock served as President and Chief Executive Officer of Ocean Spray Cranberries, Inc. During Mr. Bullock's tenure at Ocean Spray, sales grew to $1.4 billion and he oversaw the acquisition of Nantucket Nectars. Mr. Bullock serves as a director of ClearSource, Inc., a private-label bottled water company and the Mac-Gray Company, a publicly traded company listed on the New York Stock Exchange. Mr. Bullock is a graduate of Saint Joseph's University.

        Stephen Gray founded The Recovery Group ("TRG"), where he serves as the Managing General Partner. TRG is a leading professional services firm specializing in workouts, turnaround consulting and crisis management. Mr. Gray has over 30 years experience in this field and has worked with publicly traded and privately held companies, where he often serves as Chief Executive Officer or Chief Restructuring Officer. Mr. Gray is currently on the board of Solar Cosmetic Labs, Inc. Mr. Gray has a B.S. in Engineering from George Washington University and an M.S. in Mechanical Engineering from Tufts University.

        John I. Jellinek serves as President of Jelco Ventures, Inc., a private equity investment firm he founded in 1971. Over the last 30 years, Mr. Jellinek has completed and/or invested in over 50 private equity transactions. Notable transactions during that period include Bell Sports Corporation, IMNET Systems, Inc., Apogent Technologies, Tapscotts, Inc., Labor Source LLC, Pelstar LLC and CourtLink. Mr. Jellinek is a shareholder and operating director of BPC Group, a boutique, mid-market investment bank and he is a director of K2 Industrial, Inc. (from March 1997 to the present) Pelstar LLC (from August 2000 to the present), and Capital Resource Advisors (from September 1999 to the present) and, since April 2005, as Chairman of Zenith Administrators, Inc., a third party administrator of pension and health care plans. In addition, Mr. Jellinek serves as treasurer of the Aspen Valley Hospital Board of Trustees. He is a co-founder of the Entrepreneur Foundation at Miami University and has served as a co-trustee of the Miami University fund and its Business School Board. Mr. Jellinek received his B.S. from Miami University and his M.B.A. from the University of Chicago.

Director Independence

        Our board of directors has determined that Timothy J. Durkin, William Mahoney and John Carson are "independent directors" as defined in the American Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act.

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Board Committees

        Our board of directors has an audit committee and has adopted a charter for this committee as well as a code of ethics that governs the conduct of our officers and employees.

Audit Committee

        Our audit committee consists of Mr. Carson (Chair), Mr. Dullum and Mr. Durkin. The independent directors we appoint to our audit committee will each be an independent member of our board of directors, as defined by the rules of the American Stock Exchange and the SEC. Each member of our audit committee will be financially literate under the current listing standards of the American Stock Exchange, and our board of directors has determined that Mr. Dullum and Mr. Durkin each qualify as an audit committee financial expert, as such term is defined by SEC rules. Although Mr. Dullum is temporarily serving on our audit committee, he does not qualify as an independent director as a result as his position as one of our officers. We intend to locate and appoint at least one additional independent director to replace Mr. Dullum on our audit committee within one year of the completion of the offering.

        The audit committee will review the professional services and independence of our independent registered public accounting firm and our accounts, procedures and internal controls. The audit committee will also recommend the firm selected to be our independent registered public accounting firm, review and approve the scope of the annual audit, review and evaluate with the independent public accounting firm our annual audit and annual consolidated financial statements, review with management the status of internal accounting controls, evaluate problem areas having a potential financial impact on us that may be brought to the committee's attention by management, the independent registered public accounting firm or the board of directors, and evaluate all of our public financial reporting documents.

Code of Ethics

        We have adopted a code of ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and the rules of the American Stock Exchange.

Executive Compensation

        No executive officer or director has received any cash compensation for services rendered. Commencing on the effective date of this prospectus through the acquisition of a target business, we will pay Grand Cru Management, LLC, an affiliate of Robert J. Hanks and David A.R. Dullum, a fee of $7,500 per month for providing us with certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Boston, Massachusetts. However, this arrangement is solely for our benefit and is not intended to provide Robert J. Hanks and David A.R. Dullum compensation in lieu of a salary. No other executive officer or director has a relationship with or interest in Grand Cru Management, LLC.

        Other than this $7,500 per month fee, no compensation of any kind, including finder's and consulting fees, will be paid to any of our initial stockholders, our officers or directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, our initial stockholders will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. If none of our directors are deemed "independent,"

43

we will not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

        It is expected that our current management will not participate as executive officers of a target company. Following an acquisition, an officer or director who serves the resulting entity as a director or in an advisory capacity, may receive compensation for his post-acquisition services.

Conflicts of Interest

        Potential investors should be aware of the following potential conflicts of interest:

•

None of our officers and directors are required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.



•

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management's other affiliations, see the previous section entitled "Directors and Officers."



•

Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us.



•

Since our directors own shares of our common stock which will be released from escrow only if a business combination is successfully completed, and may own warrants which will expire worthless if a business combination is not consummated, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business, completing a business combination on a timely basis and securing the release of their stock.



•

Following an acquisition, an officer or director who serves the resulting entity as a director or in an advisory capacity may receive compensation for his post-acquisition activities. This could influence such individuals's motivation in advising our company in selecting and completing an acquisition.

        In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

•

the corporation could financially undertake the opportunity;



•

the opportunity is within the corporation's line of business; and



•

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

        Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

        In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, all of our officers have agreed, until the earlier of a business combination, our liquidation

44

and such time as he ceases to be an officer, to present to us for our consideration, prior to presentation to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law, subject to any pre-existing fiduciary obligations he might have. In particular, the pre-existing fiduciary obligations that Mr. Hanks might have, include, but are not limited to, his obligations to present business opportunities to Solar Cosmetic Labs, Inc. or Elmet Technologies, Inc. The pre-existing fiduciary obligations that Mr. Dullum might have, include, but are not limited to, his obligations to present business opportunities to Gladstone Capital Corp., Gladstone Commercial Corp. or Gladstone Investment Corp. Mr. Hanks and Mr. Dullum do not believe any of their pre-existing fiduciary obligations would, in practice, conflict with their obligations to the Company.

        In connection with the vote required for any business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock which were owned prior to this offering, as well as any shares of common stock acquired in connection with or following this offering, in accordance with the vote of the public stockholders owning a majority of the shares of our common stock sold in this offering. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution but only with respect to those shares of common stock acquired by them prior to this offering.

        To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view. In the event we obtain such an opinion, we will file it with the Securities and Exchange Commission together with the investment banker's consent.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth information regarding the beneficial ownership of our common stock as of April 14, 2006, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming they do not purchase units in this offering), by:

•

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;



•

each of our officers and directors; and



•

all our officers and directors as a group.

        Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

		Approximate Percentage of Outstanding Common Stock
	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner(1)		Before Offering		After Offering(2)
Robert J. Hanks(3)	712,500	28.5	%	5.7	%
David A.R. Dullum(4)	712,500	28.5	%	5.7	%
John Carson	375,000	15.0	%	3.0	%
Todd A. Fitzpatrick	200,000	8.0	%	1.6	%
Christopher R. Young	200,000	8.0	%	1.6	%
Timothy J. Durkin(5)	50,000	2.0	%	*
William E. Mahoney	50,000	2.0	%	*
All directors and officers as a group (7 individuals)(3)(4)(5)	2,275,000	91.0	%	18.2	%

*

less than one percent.

(1)

The business address of each person is One Boston Place, Suite 3630, Boston, Massachusetts 02108.

(2)

Does not reflect the ownership of warrants purchased by certain of the initial stockholders in the warrant placement, which are not exercisable until the later of one year from the date of this prospectus or the consummation of a business acquisition.

(3)

Includes 687,500 shares held individually by Mr. Hanks and 25,000 shares held by Grand Cru Management, LLC, with respect to which Mr. Hanks possesses shared voting and dispositive power.

(4)

Includes 687,500 shares held individually by Mr. Dullum and 25,000 shares held by Grand Cru Management, LLC, with respect to which Mr. Dullum possesses shared voting and dispositive power.

(5)

Includes 50,000 shares held individually by Mr. Durkin. Does not include 100,000 shares held of record by Latona Associates Fund I, LLC, an investment fund of which Mr. Durkin serves as an officer of the manager.

        Immediately after this offering, our initial stockholders, which include all of our officers and directors, collectively, will beneficially own 20% of the then issued and outstanding shares of our common stock. Because of this ownership block, these initial stockholders may be able to effectively

46

exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of a business combination. If we take advantage of increasing the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend in an amount sufficient to maintain the initial stockholders' collective ownership at 20% of our issued and outstanding shares of common stock upon consummation of the offering.

        All of the shares of our common stock outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until, subject to certain limited exceptions (each of which requires that the shares remain in escrow for the required period), six months after the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our consummating a business combination with a target business.

        During the escrow period, the holders of these shares will not be able to sell or transfer their securities except to their spouses and children, trusts established for their benefit, or to affiliated companies, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, none of our initial stockholders will receive any portion of the liquidation proceeds with respect to common stock owned by them prior to the date of this prospectus.

        Certain of our initial stockholders have purchased an aggregate of 2,000,000 warrants at a price of $0.65 per warrant in a warrant placement that occurred on the date of this prospectus. The warrants and the shares underlying the warrants may not be sold, assigned or transferred until we consummate a business combination. These warrants are subject to a lock-up on transferability until we complete a business combination.

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CERTAIN TRANSACTIONS

        As of June 22, 2005, we issued 2,500,000 shares of our common stock to the parties set forth below for $25,000 in cash, at an average purchase price of $0.01 per share, as follows:

Name	Number of Shares	Relationship to us
Robert J. Hanks	750,000	Chief Executive Officer and Treasurer
David A.R. Dullum	750,000	President, Secretary and Director
Grand Cru Management, LLC	975,000	Principal stockholder and affiliate of management
Timothy J. Durkin	25,000	Director

        In July and August 2005, Grand Cru Management LLC subsequently sold 750,000 of its shares of common stock including to certain officers, directors, special advisors and other accredited investors in private sales as follows:

Todd A. Fitzpatrick	200,000
Christopher R. Young	200,000
Timothy J. Durkin	25,000
John Carson	50,000
William E. Mahoney	50,000
John I. Jellinek	25,000
Stephen Gray	25,000
Thomas Bullock	25,000
Latona Associates Fund I, LLC	100,000
Frank H. Jellinek, Jr.	50,000

        In February 2006, Grand Cru Management, LLC sold 200,000 shares to John Carson, our Chairman of the Board. In addition, Mr. Hanks and Mr. Dullum each sold 62,500 shares to Mr. Carson in private sales. The shares held by the estate of Frank H. Jellinek, Jr. were assigned to a limited liability company controlled by John I. Jellinek in March 2006.

        Certain of our initial stockholders will purchase 2,000,000 warrants at $0.65 per warrant on the date of this prospectus.

        All shares of common stock outstanding prior to this offering will be placed into an escrow account with Continental Stock Transfer & Trust Company and with certain limited exceptions will not be tradeable until six months after the consummation of a business combination.

        The holders of the majority of the shares outstanding prior to this offering will be entitled to make up to two demands that we register these shares pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the majority of these shares may elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

        Grand Cru Management, LLC, an affiliate of Robert J. Hanks and David A.R. Dullum, has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Boston, Massachusetts, as we may require from time to time. We have agreed to pay Grand Cru Management, LLC $7,500 per month for these services. Robert J. Hanks and David A.R. Dullum each own 50% of Grand Cru Management, LLC and, as a result, will benefit from the transaction to the extent of their interest in or

48

position with Grand Cru Management, LLC. Grand Cru Management, LLC is subleasing space from NEGF Advisory Company, Inc., of which Mr. Hanks and Mr. Dullum are principals.

        These arrangements are solely for our benefit and are not intended to provide Robert J. Hanks and David A.R. Dullum compensation in lieu of a salary. We believe, based on rents and fees for similar services in the Boston, Massachusetts area, that the fee charged by Grand Cru Management, LLC (and paid by Grand Cru Management, LLC to NEGF Advisory Company, Inc.) is at least as favorable as we could have obtained from an unaffiliated person.

        Robert J. Hanks and David A.R. Dullum advanced a total of $75,000, on a non-interest bearing basis, to us as of the date of this prospectus to cover expenses related to this offering. The advances will be payable on the earlier of June 15, 2006 and the consummation of this offering. We intend to repay these advances from the proceeds of this offering not being placed in trust. Upon the consummation of this offering, Grand Cru Management, LLC, an affiliate of Mr. Hanks and Mr. Dullum will loan an additional $150,000 to us which will be deposited in the trust account. The loan bears interest at a rate of 4% per year and will be solely repaid out of the interest earned on the escrowed funds.

        We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of accountable out-of-pocket expenses reimbursable by us, which will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.

        Other than the $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder's and consulting fees, will be paid to any of our initial stockholders, officers or directors who owned our common stock prior to this offering, or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination.

        Mr. Dullum and Mr. Hanks are deemed to be our "promoters" as such terms is defined under the federal securities laws.

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DESCRIPTION OF SECURITIES

General

        We are authorized to issue 70,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this prospectus, 2,500,000 shares of common stock are outstanding, held by twelve record holders. No shares of preferred stock are currently outstanding.

Units

        Each unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Incorporated informs us of its decision to allow earlier separate trading, provided that, in no event may the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised prior to the filing of the Current Report on Form 8-K.

Common Stock

        Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. In connection with the vote required for any business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering in accordance with the majority of the shares of common stock voted by the public stockholders. Additionally, our initial stockholders, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of our stockholders.

        We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights discussed below.

        Our board of directors consists of five directors who shall serve until the next annual meeting of stockholders and until his successor is elected and qualified. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

        If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust account, inclusive of any interest, and any net assets remaining available for distribution to them after payment of liabilities. Our initial stockholders have agreed to waive their rights to share in any distribution with respect to common stock owned by them prior to the offering if we are forced to liquidate.

        Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that public stockholders have the right to have their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote against the business combination and the business combination is approved and completed. Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the units.

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Preferred Stock

        Our certificate of incorporation, as amended, authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

        In addition to the 20,000,000 warrants comprising a portion of the units to be sold pursuant to this offering, we will issue 2,000,000 warrants in the warrant placement to certain of our existing stockholders in conjunction with this offering. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

•

the completion of a business combination; and



•

one year from the date of this prospectus.

        The warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City local time or earlier upon redemption.

        We may call the warrants for redemption:

•

in whole and not in part;



•

at a price of $.01 per warrant;



•

at any time after the warrants become exercisable;



•

upon not less than 30 days' prior written notice of redemption to each warrant holder; and



•

if, and only if, the reported last sale price of the common stock equals or exceeds $8.50 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

        The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants

        The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

        The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders

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do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

        No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. The warrants may be deprived of any value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

        No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up or down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Purchase Option

        We have agreed to sell to Ferris, Baker Watts, Incorporated an option to purchase up to a total of 500,000 units at a per unit price of $7.50 (125% of the price of the units sold in the offering). The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering) and will have a cashless exercise provision. Furthermore, if we take advantage of increasing the size of the offering pursuant to Rule 462(b) under the Securities Act, the number of Units subject to the purchase option shall be increased to equal 5% of the Units sold in the offering (excluding the underwriters' over-allotment option). For a more complete description of the purchase option, see the section below entitled "Underwriting—Purchase Option."

Dividends

        We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then current board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

        The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Shares Eligible for Future Sale

        Immediately after this offering, we will have 12,500,000 shares of common stock outstanding, or 14,000,000 shares if the underwriters' over-allotment option is exercised in full. Of these shares, the

52

10,000,000 shares sold in this offering, or 11,500,000 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 2,500,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. None of those will be eligible for sale under Rule 144 prior to that date which is one year from the date of this prospectus. In addition, all of those shares have been placed in escrow and will not be transferable prior to that date which is six months following the consummation of a business combination and will only be released prior to that date subject to certain limited exceptions. Furthermore, if we take advantage of increasing the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend in such amount to maintain the initial stockholders' collective common stock ownership at 20% of our issued and outstanding shares of common stock upon consummation of the offering (excluding common stock issued pursuant to the underwriters' over-allotment option). Any such shares received as a result of such stock dividend shall also be considered "restricted securities" as defined in Rule 144, and subject to the restrictions set forth in Rule 144.

Rule 144

        In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•

1% of the number of shares of common stock then outstanding, which will equal 125,000 shares immediately after this offering (or 140,000 if the underwriters exercise their over-allotment option); and



•

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

        Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Availability of Rule 144 to Resales of Stock of Blank Check Companies

        The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an "underwriter" under the Securities Act when reselling the securities of a blank check company. Accordingly, Rule 144 may not be available for the resale of those securities despite technical compliance with the requirements of Rule 144, in which event the resale transactions would need to be made through a registered offering.

Registration Rights

        The holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus, as well as the 2,000,000 shares of common stock issuable upon exercise of the warrants sold in the warrant placement, will be entitled to registration rights pursuant to an agreement to be signed

53

prior to or on the effective date of this offering. The holders of the majority of these shares are entitled to make up to two demands that we register these shares. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. All of the above stockholders also have certain "piggy-back" registration rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

Delaware Anti-Takeover Law

        We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents certain Delaware corporations, under certain circumstances, from engaging in a "business combination" with:

•

a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an "interested stockholder");



•

an affiliate of an interested stockholder; or



•

an associate of an interested stockholder,

for three years following the date that the stockholder became an interested stockholder. A "business combination" includes a merger or sale of more than 10% of our assets. However the above provisions of Section 203 do not apply if:

•

our board of directors approves the transaction that made the stockholder an "interested stockholder," prior to the date of the transaction;



•

after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares; or



•

on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

        This statute could prohibit or delay mergers or other change in control attempts, and thus may discourage attempts to acquire us.

54

UNDERWRITING

        Subject to the terms and conditions of an underwriting agreement dated    , 2006, each of the underwriters named below has agreed to purchase from us the number of units indicated in the following table. Ferris, Baker Watts, Incorporated is acting as the lead underwriter of this offering.

Underwriter	Number of Units
Ferris, Baker Watts, Incorporated
Ladenburg Thalmann & Co. Inc.
Brean Murray, Carret & Co.
Total	10,000,000

        This offering will be underwritten on a firm commitment basis. The underwriters propose to offer units, comprised of one share of common stock and two warrants, directly to the public at the public offering price set forth on the cover page of this prospectus. Any units sold by the underwriters to securities dealers will be sold at the public offering price less a selling concession not in excess of $                      per share. The underwriters may allow, and these selected dealers may re-allow, a concession of not more than $                       per share to other brokers and dealers. After the units are released for sale to the public, the offering price and other selling terms may, from time to time, be changed by the lead underwriter.

        The underwriters' obligation to purchase units is subject to conditions contained in the underwriting agreement. Each underwriter is severally obligated to purchase all of the units that it has agreed to purchase under the underwriting agreement, other than those covered by the over-allotment option, if it purchases any units. The offering of the units are made for delivery when, as and if accepted by the underwriters and subject to prior sale and to withdrawal, cancellation and modification of the offering without notice. The underwriters reserve the right to reject any order for the purchase of units.

        The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the proceeds, before expenses, to us. This information assumes either no exercise or the full exercise, as applicable, by the underwriters of their over-allotment option. This information further assumes full payment of the underwriters' discount and non-accountable expense allowance out of the gross proceeds of the proposed offering.

	Per unit		Total, With No Exercise of Over- allotment Option		Total, With Full Exercise of Over- allotment Option
Public offering price	$	6.000	$	60,000,000	$	69,000,000
Underwriting discount(1)		0.300		3,000,000		3,450,000
Non-accountable expense allowance(1)(2)		0.135		1,350,000		1,350,000
Proceeds before expenses(2)(3)	$	5.565	$	55,650,000	$	64,200,000

(1)

The underwriters have agreed to defer their non-accountable expense allowance of $1,350,000 until the consummation of our initial business combination. Upon the consummation of our initial business combination, this deferred non-accountable expense allowance equal to 2.25% of the gross proceeds of this offering (excluding the proceeds from the exercise of the over-allotment option), or approximately $1,350,000 ($0.135 per unit) will be paid to Ferris, Baker Watts, Incorporated, the lead underwriter, less a pro-rata portion of the funds paid to stockholders exercising their conversion option. The underwriters have agreed to forfeit any rights to, or claims against, such proceeds if we do not complete a business combination within the time period described in this prospectus.

55

(2)

The non-accountable expense allowance is not payable with respect to the units sold upon exercise of the underwriters' over-allotment option.

(3)

The offering expenses are estimated at approximately $650,000.

        We have agreed to pay the expenses incurred by Ferris, Baker Watts, Incorporated in connection with its services as lead underwriter.

        Upon consummation of our initial business combination, the underwriters will be entitled to receive that portion of the proceeds attributable to the underwriters' non-accountable expense allowance held in the trust account and any accrued interest thereon. In the event that we are unable to consummate a business combination and the trustee is required to liquidate the trust account, the underwriters have agreed that: (i) they will forfeit any rights to or claims against these proceeds and any accrued interest thereon; and (ii) these proceeds will be distributed on a pro-rata basis among the public shareholders along with any accrued interest thereon.

Over-allotment Option

        We have granted to the underwriters an option, exercisable not later than 45 days after the date of this prospectus, to purchase up to 1,500,000 additional units at the public offering price, less the underwriting discount, set forth on the cover page of this prospectus. The underwriters may exercise the option solely to cover over-allotments, if any, made in connection with this offering. If any additional units are purchased pursuant to the option, the lead underwriter will offer the additional units on the same terms as those on which the other units are being offered hereby.

Purchase Option

        We have agreed to sell to Ferris, Baker Watts, Inc., for $100, an option to purchase up to a total of 500,000 units. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the units have an exercise price of $6.25 (125% of the exercise price of the warrants included in the units sold in the offering). This option is exercisable at $7.50 per unit (125% of the price of the units sold in the offering) commencing on the later of the consummation of a business combination and one year from the date of this prospectus and expiring five years from the date of this prospectus. The purchase option and the 500,000 units, the 500,000 shares of common stock and the 1,000,000 warrants underlying such units, and the 1,000,000 shares of common stock underlying such warrants, have been deemed compensation by the NASD and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules. Accordingly, the option may not be sold, during the offering or sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a one year period (including the foregoing 180-day period) following the date of this prospectus. However, the purchase option may be transferred to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Furthermore, if we take advantage of increasing the size of the offering pursuant to Rule 462(b) under the Securities Act, the number of Units subject to the purchase option shall be increased to equal 5% of the Units sold in the offering (excluding the underwriters' over-allotment option).

        Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part of, the purchase option grants to holders demand and "piggy back" rights for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the Securities Act of 1933 of the securities directly and indirectly issuable upon exercise of the purchase option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the purchase

56

option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the purchase option will not be adjusted for issuances of common stock at a price below its exercise price.

        The sale of the option will be accounted for as an equity transaction. Accordingly, there will be no net impact on our financial position or results of operations, except for the recording of the $100 proceeds from the sale. We have determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale would be approximately $501,578, using an expected life of five years, volatility of 18.47% and a risk-free interest rate of 4.635%. However, because our units do not have a trading history, the volatility assumption is based on information currently available to management. In order to estimate the value of the option, we considered a basket of representative companies within the consumer and industrial products sectors that trade in the U.S. We believe this is a reasonable benchmark to use in estimating the expected volatility for our common stock. Utilizing a higher volatility would have had the effect of increasing the implied value of the option.

Indemnification

        We have agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may required to make in respect of any of these liabilities.

Escrow Agreement

        Each of our initial stockholders has agreed to deposit all of his shares into an escrow account maintained by Continental Stock Transfer and Trust Company, acting as escrow agent. Subject to certain limited exceptions (each of which requires that the shares remain in escrow for the required period), these shares will not be transferable during the escrow period and will not be released until six months after the consummation of a business combination.

Stabilization, Short Positions and Penalty Bids

        In connection with the offering, the underwriters may engage in over-allotment, syndicate covering transactions, stabilizing transactions and penalty bids or purchases for the purpose of stabilizing, maintaining or otherwise affecting the price of our units.

        These syndicate covering transactions, stabilizing transactions and penalty bids may have the effect of raising or maintaining the market price of our units above that which might otherwise prevail in the open market or preventing or retarding a decline in the market price of our units. The imposition of a penalty bid may also affect the price of the units to the extent that it discourages resales. These transactions may be effected on the American Stock Exchange, in the over-the-counter market or on any trading market, and if any of these transactions are commenced, they may be discontinued without notice at any time.

        Neither we nor the underwriters make any representation or prediction as to the magnitude or effect of any such transaction. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Pricing of the Offering

        Prior to this offering, there has been no public market for our units. Consequently, the initial public offering price for our units has been determined by negotiations between us and Ferris, Baker

57

Watts, Incorporated. Among the primary factors considered in determining the initial public offering price were:

•

prevailing market and economic conditions;



•

our capital structure;



•

the history and prospects of companies whose principal business is the acquisition of other companies;



•

prior offerings of those companies;



•

our prospects for acquiring an operating business at attractive values;



•

an assessment of our management and their experience in identifying operating companies;



•

general conditions of the securities markets at the time of the offering; and



•

other factors as were deemed relevant.

        However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriter is unable to compare our financial results and prospects with those of public companies operating in the same industry.

        Our units are not publicly traded. Accordingly, there is no current active trading market for our units. Consequently, we cannot assure or guarantee that an active trading market for our units will develop or that, if developed, will continue. An active and orderly trading market will depend on the existence, and individual decisions, of willing buyers and sellers at any given time. We will not have any control over these factors. If an active trading market does not develop or is sporadic, this may hurt the market value of our units and make it difficult to buy or sell units on short notice. We cannot assure you that if you purchase units in the offering you will later be able to sell it at or above the purchase price.

Other Terms

        We have granted Ferris, Baker Watts, Incorporated the right to have its designee present at all meetings of our board of directors from the date of this prospectus until the consummation of a business combination. The designee (who need not be the same individual from meeting to meeting) will be entitled to receive the same notices and communications sent by us to our directors and to attend directors' meetings, but will have no voting rights. Ferris, Baker Watts, Incorporated has not named a designee as of the date of this prospectus.

Listing of Units, Shares of Common Stock, and Warrants

        We have applied to have the Units, shares of Common Stock, and Warrants listed on the American Stock Exchange under the following symbols:

Units:	"HAC.U"
Common Stock:	"HAC"
Warrants:	"HAC.WS"

LEGAL MATTERS

        The validity of the securities offered in this prospectus is being passed upon for us by Davis, Malm & D'Agostine, P.C., Boston, Massachusetts. Venable LLP, Vienna, Virginia, is acting as counsel for the underwriters in this offering.

58

EXPERTS

        The financial statements included in this prospectus and in the registration statement have been audited by Goldstein Golub Kessler LLP, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Goldstein Golub Kessler LLP are included in reliance upon their report given upon the authority of Goldstein Golub Kessler LLP as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0102. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

59

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
BALANCE SHEET	F-3
STATEMENT OF OPERATIONS	F-4
STATEMENT OF STOCKHOLDERS' EQUITY	F-5
STATEMENT OF CASH FLOWS	F-6
NOTES TO FINANCIAL STATEMENTS	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Harbor Acquisition Corporation

We have audited the accompanying balance sheet of Harbor Acquisition Corporation (a development stage company) as of December 31, 2005, and the related statements of operations, stockholders' equity and cash flows for the period from June 20, 2005 (inception) to December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Harbor Acquisition Corporation as of December 31, 2005, and the results of its operations and its cash flows for the period from June 20, 2005 (inception) to December 31, 2005 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming Harbor Acquisition Corporation will continue as a going concern. The Company has a net loss, working capital deficiency and has no operations. This raises substantial doubt about the Company's ability to continue as a going concern. As discussed in Note 2, the Company is in the process of raising capital through a Proposed Offering. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GOLDSTEIN GOLUB KESSLER LLP

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 23, 2006, except for the first
paragraph of Note 6, as to which
the date is April 14, 2006

F-2

Harbor Acquisition Corporation

(A Development Stage Company)

Balance Sheet

As of December 31, 2005

Assets
Current Assets
Cash	$	6,654
Total Current Assets		6,654
Deferred Offering Costs		303,509
Total Assets	$	310,163
Liabilities And Stockholders' Equity
Liabilities
Accrued Expenses	$	215,000
Notes Payable, Stockholders		75,000
Total Liabilities		290,000
Commitment
Stockholders' Equity
Preferred Stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding		—
Common Stock, $.0001 par value, 70,000,000 shares authorized; 2,500,000 shares issued and outstanding		250
Additional Paid-in Capital		24,750
Deficit accumulated during the development stage		(4,837	)
Total Stockholders' Equity		20,163
Total Liabilities and Stockholders' Equity	$	310,163

The accompanying notes should be read in conjunction with the financial statements.

F-3

Harbor Acquisition Corporation

(A Development Stage Company)

Statement of Operations

Period from June 20, 2005 (inception) to December 31, 2005

Interest Income	$	163
Operating Expenses
General & Administrative	$	5,000
Net Loss	$	(4,837	)
Loss per Share—basic and fully diluted	$	(0.00	)
Weighted Average number of common shares outstanding—basic and diluted		2,500,000

The accompanying notes should be read in conjunction with the financial statements.

F-4

Harbor Acquisition Corporation

(A Development Stage Company)

Statement of Stockholders' Equity

Period from June 20, 2005 (inception) to December 31, 2005

	Common Stock
				Additional Paid-in Capital		Deficit Accumulated During the Development Stage
	Shares	Amount							Total
Stock issued June 22, 2005 at $.01 per share	2,500,000	$	250	$	24,750				$	25,000
Net Loss						$	(4,837	)	$	(4,837	)
Balance at December 31, 2005	2,500,000	$	250	$	24,750	$	(4,837	)	$	20,163

The accompanying notes should be read in conjunction with the financial statements.

F-5

Harbor Acquisition Corporation

(A Development Stage Company)

Statement of Cash Flows

Period from June 20, 2005 (inception) to December 31, 2005

Cash Flows From Operating Activities
Net Loss	$	(4,837	)
Change in Accrued Expenses		5,000
Net Cash Provided By Operating Activities		163
Cash Flows From Financing Activities
Proceeds from sale of stock		25,000
Proceeds from advances from Stockholders		75,000
Payment of offering costs		(93,509	)
Net Cash provided by Financing Activities		6,491
Net Change in Cash and Cash at end of period	$	6,654
Supplemental schedule of non-cash financing activity:
Accrual of offering costs	$	210,000

The accompanying notes should be read in conjunction with the financial statements.

F-6

Harbor Acquisition Corporation
(A Development Stage Company)

Notes to Financial Statements

1.     Organization, Business Operations and Significant Accounting Policies

        Harbor Acquisition Corporation (the "Company") was incorporated in Delaware on June 20, 2005 as a blank check company whose objective is to acquire an operating business.

        At December 31, 2005, the Company had not yet commenced any operations. All activity through December 31, 2005 relates to the Company's formation and the proposed public offering described below. The Company has selected December 31 as its fiscal year-end.

        The Company's ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of up to 10,000,000 units ("Units") which is discussed in Note 2 ("Proposed Offering"). This factor raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements are prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's management has broad discretion with respect to the specific application of the net proceeds of this Proposed Offering, although substantially all of the net proceeds of this Proposed Offering are intended to be generally applied toward consummating a business combination with an operating business ("Business Combination"). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that at least $5.78 per Unit sold in the Proposed Offering will be held in a trust account ("Trust Account") and invested in government securities until the earlier of (i) the consummation of its first Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Certain of the Company's directors have severally agreed that they will be personally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that the directors will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Proposed Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company's stockholders prior to the Proposed Offering, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 2,500,000 founding shares of common stock, as well as any shares of common stock acquired in connection with or following the Proposed Offering, in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

        With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination (net of the underwriters' deferred non-accountable expense allowance described in Note 2), divided by the number

F-7

of shares of common stock held by Public Stockholders at the consummation of the Proposed Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account (subject to distributions for working capital and amounts paid or accrued for taxes) computed without regard to the shares held by Initial Stockholders.

        The Company's Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Proposed Offering, or 24 months from the consummation of the Proposed Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Proposed Offering discussed in Note 2).

        Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

        The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $2,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at December 31, 2005.

        The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.

        Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

        Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

2.     Proposed Public Offering: Value of Unit Purchase Option

        The Proposed Offering calls for the Company to offer for public sale up to 10,000,000 Units at a proposed offering price of $6.00 per Unit (plus up to an additional 1,500,000 units solely to cover over-allotments, if any). Each Unit consists of one share of the Company's common stock and two Redeemable Common Stock Purchase Warrants ("Warrants"). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination and one year from the effective date of the Proposed Offering and expiring five years from the effective date of the Proposed Offering. The Company may redeem the Warrants at a price of $.01 per Warrant upon 30 days' notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to

F-8

the date on which notice of redemption is given. The Company will pay the underwriters in the Proposed Offering an underwriting discount of 5.0%, and a non-accountable expense allowance of 2.25% of the gross proceeds of the proposed offering. The non-accountable expense allowance will be held in the Trust Account and payable only upon the consummation of a business combination.

        In addition, the Company has agreed to sell to Ferris Baker, Watts, Incorporated for $100, an option to purchase up to a number of Units equal to 5% of the Units sold in the Proposed Offering, excluding any exercise of the underwriters' over-allotment option. The Units that would be issued upon exercise of this option are identical to those offered by this prospectus, except that each of the Warrants underlying this option entitles the holder to purchase one share of the Company's common stock at a price of $6.25. This Underwriter's Purchase Option (UPO) is exercisable at $7.50 per Unit at the latter of one year from the effective date, or the consummation of a business combination. The UPO has a life of five years from the effective date. The UPO will only be granted if and when the Company consummates the Proposed Offering.

        The sale of the option will be accounted for as an equity transaction. Accordingly, there will be no net impact on the Company's financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company has determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale would be approximately $501,578 using an expected life of five years, volatility of 18.47% and a risk-free interest rate of 4.635%.

        The Company has no trading history, as such it is not possible to value the UPO based on historical trades. In order to estimate the value of the UPO the Company considered a basket of representative companies that operate within the consumer and industrial products sectors. The average volatility of the representative companies was calculated to be 18.47%. Management believes that this volatility is a reasonable benchmark to use in estimating the value of the UPO. The actual volatility of the Unit will depend on many factors that cannot be ascertained at this time.

3.     Deferred Offering Costs

        Deferred offering costs consist principally of legal and accounting fees incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to Stockholders' equity upon the receipt of the capital raised.

4.     Notes Payable, Stockholders

        The Company issued an aggregate of $75,000 unsecured promissory notes to two of its Initial Stockholders on June 22, 2005. The notes are non-interest bearing and are payable on the earlier of June 15, 2006 or the consummation of the Proposed Offering. Due to the short-term nature of the notes, the fair value of the notes approximates its carrying amount.

5.     Commitments and Related Party Transactions

        The Company presently occupies office space provided by an affiliate of several of the Initial Stockholders. Such affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the Proposed Offering.

F-9

        Pursuant to letter agreements dated June 22, 2005 with the Company and the Representative, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company's liquidation.

6.     Subsequent Events

        On April 14, 2006, the Company's majority stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock to 70,000,000. All references in the accompanying financial statements to the number of shares of stock have been retroactively restated to reflect this transaction.

Unaudited:

        The Initial Stockholders have agreed to purchase 2,000,000 warrants at a purchase price of $0.65 per warrant, in a warrant placement to be completed in conjunction with the offering.

        The Initial Stockholders will be entitled to registration rights with respect to their founding shares pursuant to an agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of the majority of these shares are entitled to make up to two demands that the Company register these shares at any time commencing three months prior to the third anniversary of the effective date of the Proposed Offering. In addition, the Initial Stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to the third anniversary of the effective date of the Proposed Offering.

        Upon the consummation of the Proposed Offering, a shareholder of the Company will loan the Company $150,000. The loan will bear interest at 4% per annum and will be paid from the interest earned on the amounts in the Trust Fund.

7.     Preferred Stock

        The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

F-10

Until            , 2006, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representation must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

TABLE OF CONTENTS

Prospectus Summary	1
The Offering	3
Summary Financial Data	8
Risk Factors	9
Forward-Looking Statements	19
Use of Proceeds	20
Dilution	24
Dividend Policy	25
Capitalization	25
Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Proposed Business	29
Management	40
Principal Stockholders	46
Certain Transactions	48
Description of Securities	50
Underwriting	55
Legal Matters	58
Experts	59
Where You Can Find Additional Information	59
Index to Financial Statements	F-1

PROSPECTUS

HARBOR ACQUISITION
CORPORATION

10,000,000 Units

Ferris, Baker Watts
Incorporated

Ladenburg Thalmann & Co. Inc.

Brean Murray, Carret & Co.

____________, 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

Initial trustees' fee	$	1,000	(1)
SEC registration fee	$	24,043
NASD filing fee	$	18,500
Accounting fees and expenses	$	29,000
Printing and engraving expenses	$	80,000
Legal fees and expenses	$	400,000
AMEX Listing Fee		85,000
Miscellaneous	$	12,457	(2)
Total	$	650,000

(1)

In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee, $4,800 for acting as transfer agent of the registrant's common stock, $2,400 for acting as warrant agent for the registrant's warrants and $2,400 for acting as escrow agent.

(2)

This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

        "Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

        "Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a)

A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the

II-1

person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b)

A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.



(c)

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.



(d)

Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.



(e)

Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.



(f)

The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under

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any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g)

A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.



(h)

For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.



(i)

For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.



(j)

The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.



(k)

The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)."

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of

II-3

appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        Article XVIII of our Certificate of Incorporation provides:

"The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby."

        Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriter and the Underwriter has agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

(a)

During the past three years, we sold the following shares of common stock without registration under the Securities Act:

Purchaser	Security Purchased	Amount	Date	Purchase Price Per Share
David A.R. Dullum	Common Stock	750,000	June 21, 2005	$	0.01
Robert J. Hanks	Common Stock	750,000	June 21, 2005	$	0.01
Grand Cru Management, LLC	Common Stock	975,000	June 21, 2005	$	0.01
Timothy J. Durkin	Common Stock	25,000	June 21, 2005	$	0.01

        Such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy individuals. No underwriting discounts or commissions were paid with respect to such sales.

        Grand Cru Management, LLC subsequently sold 950,000 of its shares in July and August 2005 to certain officers, directors and advisors to the Company, each of whom was an accredited investor, in private sales pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

The following exhibits are filed as part of this Registration Statement:

EXHIBIT NO.	DESCRIPTION
1.1	Form of Underwriting Agreement.***
1.2	Form of Selected Dealers Agreement.†
3.1	Certificate of Incorporation.*
3.2	Bylaws.*
3.3	Amendment to Certificate of Incorporation.***
4.1	Specimen Unit Certificate.†
4.2	Specimen Common Stock Certificate.†
4.3	Specimen Warrant Certificate.†
4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.††
4.5	Form of Unit Purchase Option with Ferris, Baker Watts, Incorporated.***
5.1	Form of Opinion of Davis, Malm & D'Agostine, P.C.†
10.1	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated, and Robert J. Hanks.†
10.2	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and David A.R. Dullum.†
10.3	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.***
10.4	Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.†
10.5	Form of Letter Agreement between Grand Cru Management, LLC and the Registrant regarding administrative support.*
10.6	Advance Agreement between the Registrant and Robert J. Hanks, dated June            , 2005.*
10.7	Advance Agreement between the Registrant and David A.R. Dullum, dated June            , 2005.*
10.8	Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.†
10.9	Form of promissory note from the Registrant to Grand Cru Management, LLC***
10.10	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and officers and directors of the Registrant other than Messrs. Hanks and Dullum.†
10.11	Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and other Initial Stockholders.†
10.12	Form of Warrant Placement Agreement.††
23.1	Consent of Goldstein Golub Kessler LLP***
23.2	Consent of Davis, Malm & D'Agostine, P.C. (included as part of Exhibit 5.1).
24	Power of Attorney (included on signature page of this Registration Statement).*
99.1	Audit Committee Charter *
99.2	Code of Ethics *
99.3	Code of Ethics for Senior Financial Officers*

*

Filed on June 30, 2005

†

Filed on November 25, 2005

**

Filed on December 9, 2005

††

Filed on March 24, 2006

***

Filed herewith

II-5

ITEM 17. UNDERTAKINGS.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

II-6

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 14th day of April, 2006.

HARBOR ACQUISITION CORPORATION
By:	/s/  ROBERT J. HANKS Robert J. Hanks Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/  ROBERT J. HANKS Robert J. Hanks	Chief Executive Officer and Treasurer (Principal Executive Officer)	April 14, 2006
/s/  DAVID A.R. DULLUM* David A.R. Dullum	President, Secretary and Director	April 14, 2006
/s/  TIMOTHY J. DURKIN* Timothy J. Durkin	Director	April 14, 2006
/s/  JOHN CARSON* John Carson	Chairman of the Board of Directors	April 14, 2006
/s/  WILLIAM E. MAHONEY* William E. Mahoney	Director	April 14, 2006
/s/  TODD A. FITZPATRICK* Todd A. Fitzpatrick	Vice President and Principal Accounting and Financial Officer	April 14, 2006

*

By Robert J. Hanks, Attorney-in-Fact

II-8

QuickLinks

PROSPECTUS SUMMARY
Warrant Placement
THE OFFERING
SUMMARY FINANCIAL DATA
RISK FACTORS
Risks Related to Our Business
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DILUTION
DIVIDEND POLICY
CAPITALIZATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PROPOSED BUSINESS
MANAGEMENT
PRINCIPAL STOCKHOLDERS
CERTAIN TRANSACTIONS
DESCRIPTION OF SECURITIES
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Harbor Acquisition Corporation (A Development Stage Company) Balance Sheet As of December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Statement of Operations Period from June 20, 2005 (inception) to December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Statement of Stockholders' Equity Period from June 20, 2005 (inception) to December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Statement of Cash Flows Period from June 20, 2005 (inception) to December 31, 2005
Harbor Acquisition Corporation (A Development Stage Company) Notes to Financial Statements
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
ITEM 17. UNDERTAKINGS.

SIGNATURES

EX-1.1

                                                                     Exhibit 1.1


                                                                   VENABLE DRAFT
                                                                  APRIL 14, 2006





                             UNDERWRITING AGREEMENT

                                     BETWEEN

                         HARBOR ACQUISITION CORPORATION

                                       AND

                        FERRIS, BAKER WATTS, INCORPORATED
                          LADENBURG THALMANN & CO. INC.
                           BREAN MURRAY, CARRET & CO.


                                     DATED:





                                                                   VENABLE DRAFT
                                                                  APRIL 14, 2006


                         HARBOR ACQUISITION CORPORATION

                             UNDERWRITING AGREEMENT



                                                             Baltimore, Maryland

Ferris, Baker Watts, Incorporated
Ladenburg, Thalmann & Co. Inc.
Brean Murray, Carret & Co.
c/o Ferris, Baker Watts, Incorporated
100 Light Street
Baltimore, Maryland  21202

Ladies and Gentlemen:

       The undersigned, Harbor Acquisition Corporation, a Delaware corporation
("COMPANY"), hereby confirms its agreement with Ferris, Baker Watts,
Incorporated (hereinafter referred to as "YOU," "FBW," or the "REPRESENTATIVE")
and with the other underwriters named on SCHEDULE I hereto for which FBW is
acting as Representative (the Representative and the other underwriters being
hereby collectively referred to as the "UNDERWRITERS," or individually as an
"UNDERWRITER") as follows:

1. PURCHASE AND SALE OF SECURITIES.

       1.1 FIRM SECURITIES.

            1.1.1 PURCHASE OF FIRM UNITS. On the basis of the representations
and warranties herein contained, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell, severally and not jointly, to
the several Underwriters, an aggregate of Ten Million (10,000,000) units ("FIRM
UNITS") of the Company at a purchase price (net of discounts and commissions,
but before the non-accountable expense allowance of $0.135 per unit as described
in Section 3.25) of Five dollars and Seventy Cents ($5.70) per Firm Unit. The
Underwriters, severally and not jointly, agree to purchase from the Company the
number of Firm Units set forth opposite their respective names on SCHEDULE I
attached hereto and made a part hereof at a purchase price (net of discounts and
commissions, but before the non-accountable expense allowance of $0.135 per unit
as described in Section 3.25) of Five dollars and Seventy Cents ($5.70) per Firm
Unit. The Firm Units are to be offered initially to the public (the "OFFERING")
at the offering price set forth on the cover page of the Prospectus (as defined
in Section 2.1.1 hereof). Each Firm Unit consists of one share of the Company's
common stock, par value $0.0001 per share (the "COMMON STOCK"), and two warrants
("WARRANT(S)"). The shares of Common Stock and the Warrants included in the Firm
Units will not be separately transferable until 90 days after the effective date
(the "EFFECTIVE DATE") of the Registration Statement (as defined in Section
2.1.1 hereof) unless FBW informs the Company of its decision to allow earlier
separate trading, but in no event will FBW allow separate trading until the
preparation of an audited balance sheet of the Company reflecting receipt by the
Company of the proceeds of the Offering and a filing of a Form 8-K by the
Company that includes such audited balance sheet. Each Warrant entitles its
holder to exercise it to purchase one share of Common Stock for Five Dollars
($5.00) during the period commencing on the later of the consummation by the
Company of its "Business Combination" or one year from the Effective Date of the
Registration Statement and terminating on the four-year anniversary of the
Effective Date unless earlier redeemed as

                                       2




provided in the Warrant Agreement (as defined in Section 2.21 hereof). "BUSINESS
COMBINATION" means an acquisition of an operating business through a merger,
capital stock exchange, asset acquisition or other similar business combination
(as described more fully in the Registration Statement).

            1.1.2 PAYMENT AND DELIVERY. Delivery and payment for the Firm Units
shall be made at 10:00 A.M., Baltimore, Maryland time, on the third business day
following the Effective Date of the Registration Statement (or the fourth
business day following the Effective Date, if the Registration Statement is
declared effective after 4:30 p.m.) or at such earlier time as shall be agreed
upon by the Representative and the Company at the offices of the Representative
or at such other place as shall be agreed upon by the Representative and the
Company. The hour and date of delivery and payment for the Firm Units is called
the "CLOSING DATE." Payment for the Firm Units in the total amount of Fifty
Seven Million Dollars ($57,000,000) (representing gross proceeds of the Offering
before payment of Offering expenses of $650,000 and the non-accountable expense
allowance of $1,350,000 referred to in Section 3.25 hereof) shall be made on the
Closing Date at the Representative's election by wire transfer in Federal (same
day) funds or by certified or bank cashier's check(s) in New York Clearing House
funds as follows: Fifty-six Million Three Hundred and Fifty Thousands Dollars
($56,350,000) (representing net proceeds of the Offering after payment of
Offering expenses of $650,000, but including $1,350,000 non-accountable expense
allowance and without giving effect to the over-allotment option) of the
proceeds received by the Company for the Firm Units shall be deposited in the
trust fund established by the Company for the benefit of the public stockholders
as described in the Registration Statement ("TRUST FUND") pursuant to the terms
of an Investment Management Trust Agreement (the "TRUST AGREEMENT") and the
remaining Six Hundred and Fifty Thousands Dollars ($650,000) (representing the
offering expenses) shall be paid to the order of the Company upon delivery to
you of certificates (in form and substance satisfactory to the Underwriters)
representing the Firm Units (or through the facilities of the Depository Trust
Company (the "DTC")) for the account of the Underwriters. The Firm Units shall
be registered in such name or names and in such authorized denominations as the
Representative may request in writing at least two full business days prior to
the Closing Date. The Company will permit the Representative to examine and
package the Firm Units for delivery, at least one full business day prior to the
Closing Date. The Company shall not be obligated to sell or deliver the Firm
Units except upon tender of payment by the Representative for all the Firm
Units.

       1.2 OVER-ALLOTMENT OPTION.

            1.2.1 OPTION UNITS. For the purposes of covering any over-allotments
in connection with the distribution and sale of the Firm Units, the Underwriters
are hereby granted, severally and not jointly, an option to purchase up to an
additional one million five hundred thousand (1,500,000) units from the Company
(the "OVER-ALLOTMENT OPTION"). Such additional One Million and Five Hundred
Thousand (1,500,000) units are hereinafter referred to as "OPTION UNITS." The
Firm Units and the Option Units are hereinafter collectively referred to as the
"UNITS," and the Units, the shares of Common Stock and the Warrants included in
the Units and the shares of Common Stock issuable upon exercise of the Warrants
are hereinafter referred to collectively as the "PUBLIC SECURITIES" or
"SECURITIES." The purchase price to be paid for the Option Units will be the
same price per Option Unit as the price per Firm Unit set forth in Section 1.1.1
hereof.

            1.2.2 EXERCISE OF OPTION. The Over-allotment Option granted pursuant
to Section 1.2.1 hereof may be exercised by the Representative as to all (at any
time) or any part (from time to time) of the Option Units within 45 days after
the Effective Date. The Underwriters will not be under any obligation to
purchase any Option Units prior to the exercise of the Over-allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral
notice to the Company from the Representative, which must be confirmed in
writing by overnight mail or facsimile transmission setting forth the number of
Option Units to be purchased and the date and time for delivery of and payment
for the Option Units, which will not be later than five full business days after
the date of the notice or such other time as shall be agreed upon by the Company
and the Representative, at the offices of the Representative or at such other
place as shall be agreed upon by the Company and the Representative. If such
delivery and payment for the Option Units does not occur on the Closing Date,
the date and time of


                                       3



the closing for such Option Units will be as set forth in the notice
(hereinafter the "OPTION CLOSING DATE"). Upon exercise of the Over-allotment
Option, the Company will become obligated to convey to the Underwriters, and,
subject to the terms and conditions set forth herein, the Underwriters will
become obligated to purchase, the number of Option Units specified in such
notice.

            1.2.3 PAYMENT AND DELIVERY. Payment for the Option Units will be
made on the Option Closing Date at the Representative's election by wire
transfer in Federal (same day) funds or by certified or bank cashier's check(s)
in New York Clearing House funds, payable as follows: Five dollars and Seventy
Cents ($5.70) per Option Unit shall be deposited in the Trust Fund pursuant to
the Trust Agreement at the offices of the Representative or at such other place
as shall be agreed upon by the Representative and the Company, upon delivery to
you of certificates representing such securities (or through the facilities of
DTC) for the account of the Underwriters. The certificates representing the
Option Units to be delivered will be in such denominations and registered in
such names as the Representative requests not less than two full business days
prior to the Closing Date or the Option Closing Date, as the case may be, and
will be made available to the Representative for inspection, checking and
packaging at the aforesaid office of the Company's transfer agent or
correspondent not less than one full business day prior to such Closing Date or
Option Closing Date, as the case may be.

       1.3 REPRESENTATIVE'S PURCHASE OPTION.

            1.3.1 PURCHASE OPTION. The Company hereby agrees to issue and sell
to the Representative (and/or their designees) on the Effective Date an option
("REPRESENTATIVE'S PURCHASE OPTION") for the purchase of an aggregate of 500,000
units (the "REPRESENTATIVE'S UNITS") for an aggregate purchase price of $100.00.
Each of the Representative's Units is identical to the Firm Units, except that
the Warrants included in the Representative's Units ("REPRESENTATIVE'S
WARRANTS") have an exercise price of $6.25, which is equal to one hundred and
twenty-five (125%) percent of the exercise price of warrants sold to the public.
The Representative's Purchase Option shall be exercisable, in whole or in part,
commencing on the later of the consummation of a Business Combination or one
year from the Effective Date and expiring on the fifth-year anniversary of the
Effective Date at an initial exercise price per Representative's Unit of $7.50,
which is equal to one hundred and twenty five (125%) percent of the initial
public offering price of a Unit. The Representative's Purchase Option, the
Representative's Units, the Representative's Warrants and the shares of Common
Stock issuable upon exercise of the Representative's Warrants are hereinafter
referred to collectively as the "REPRESENTATIVE'S SECURITIES." The Public
Securities and the Representative's Securities are hereinafter referred to
collectively as the "SECURITIES." Except pursuant to one or more of the
exceptions set forth in Rule 2710(g)(2) of the Conduct Rules of the National
Association of Securities Dealers, the Representative's Purchase Option shall
not be sold, transferred, assigned, pledged or hypothecated, or be the subject
of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of the Representative's Purchase
Option by the holder(s) thereof, for a period of one hundred eighty (180) days
immediately following the date the Registration Statement (as hereinafter
defined) is declared effective by the Commission (as hereinafter defined).

            1.3.2 DELIVERY AND PAYMENT. Delivery and payment for the
Representative's Purchase Option shall be made on the Closing Date. The Company
shall deliver to the Underwriters, upon payment therefor, certificates for the
Representative's Purchase Option in the name or names and in such authorized
denominations as the Representative may request.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to the Underwriters as follows:

       2.1 FILING OF REGISTRATION STATEMENT.

            2.1.1 PURSUANT TO THE ACT. The Company has filed with the Securities
and Exchange Commission ("COMMISSION") a registration statement and an amendment
or amendments thereto, on Form S-1 (File No. 333-126300), including any related
preliminary prospectus (the "PRELIMINARY


                                       4


PROSPECTUS"), for the registration of the Public Securities under the Securities
Act of 1933, as amended ("ACT"), which registration statement and amendment or
amendments have been prepared by the Company in conformity with the requirements
of the Act, and the rules and regulations ("REGULATIONS") of the Commission
under the Act. Except as the context may otherwise require, such registration
statement, as amended, on file with the Commission at the time the registration
statement becomes effective (including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or
incorporated therein and all information deemed to be a part thereof as of such
time pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter
called the "REGISTRATION STATEMENT," and the form of the final prospectus dated
the Effective Date included in the Registration Statement (or, if applicable,
the form of final prospectus filed with the Commission pursuant to Rule 424 of
the Regulations), is hereinafter called the "PROSPECTUS." "STATUTORY PROSPECTUS"
as of any time means the Preliminary Prospectus included in the Registration
Statement immediately prior to the Time of Sale. "TIME OF SALE" means __ [a/p]m
Eastern time on the date of this Agreement. The Registration Statement has been
declared effective by the Commission on the date hereof. The Company has
complied with all requests of the Commission for additional or supplemental
information. The Company has not distributed and will not distribute any
prospectus or other offering material in connection with the offering and sale
of the Securities other than any Preliminary Prospectus, Statutory Prospectus or
Prospectus.

       The Company has delivered to the Representative a complete manually
signed copy of the Registration Statement and of each consent and certificate of
experts filed as a part thereof and has delivered to the Representative
conformed copies of the Registration Statement (without exhibits) and
Preliminary Prospectuses and the Prospectus, as amended or supplemented, in such
quantities and at such places as the Representative has reasonably requested.
Each Preliminary Prospectus used by the Underwriters pursuant to Rule 430A and
the Prospectus, when filed, complied in all material respects with the
Securities Act and, as filed by electronic transmission pursuant to EDGAR
(except as may be permitted by Regulation S-T under the Securities Act), was
identical to the copy thereof delivered to the Underwriters for use in
connection with the offer and sale of the Public Securities.

            2.1.2 PURSUANT TO THE EXCHANGE ACT. The Company has filed with the
Commission a Form 8-A (File Number 000-_____) providing for the registration
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
the Securities. The registration of the Securities under the Exchange Act has
been declared effective by the Commission on the date hereof.

            2.1.3. AMERICAN STOCK EXCHANGE LISTING. The Units, the Warrants and
the Common Stock have been duly listed and admitted and authorized for trading,
subject on to official notice of issuance, on the American Stock Exchange, and
the Company knows of no reason or set of facts which is likely to adversely
affect such approval.

       2.2 NO STOP ORDERS, ETC. Neither the Commission nor, to the best of the
Company's knowledge, any state regulatory authority has issued any order
preventing or suspending the use of any Preliminary Prospectus or has instituted
or, to the best of the Company's knowledge, threatened to institute any
proceedings with respect to such an order.


                                       5



       2.3 DISCLOSURES IN REGISTRATION STATEMENT STATUTORY PROSPECTUS AND
PRELIMINARY PROSPECTUS.

            2.3.1 10B-5 REPRESENTATION. At the time the Registration Statement
becomes effective and at all times subsequent thereto up to the Closing Date and
the Option Closing Date, if any, the Registration Statement and the Prospectus
will contain all material statements that are required to be stated therein in
accordance with the Act and the Regulations, and will in all material respects
conform to the requirements of the Act and the Regulations; neither the
Registration Statement nor the Prospectus, nor any amendment or supplement
thereto, on such dates, will contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. When any Preliminary Prospectus was first filed with the
Commission (whether filed as part of the Registration Statement for the
registration of the Securities or any amendment thereto or pursuant to Rule
424(a) of the Regulations) and when any amendment thereof or supplement thereto
was first filed with the Commission, such Preliminary Prospectus and any
amendments thereof and supplements thereto complied or will comply in all
material respects with the applicable provisions of the Act and the Regulations
and did not and will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading. Statutory Prospectus does not include and did not
include as of the Time of Sale any untrue statement of a material fact and does
not omit and did not omit as of the Time of Sale to state any material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The representation and warranty made
in this Section 2.3.1 does not apply to statements made or statements omitted in
reliance upon and in conformity with written information furnished to the
Company with respect to the Underwriters by the Representative expressly for use
in the Registration Statement, the Statutory Prospectus, or Prospectus or any
amendment thereof or supplement thereto.

            2.3.2 DISCLOSURE OF AGREEMENTS. The agreements and documents
described in the Registration Statement, the Statutory Prospectus and the
Prospectus conform to the descriptions thereof contained therein and there are
no agreements or other documents required to be described in the Registration
Statement, the Statutory Prospectus or the Prospectus or to be filed with the
Commission as exhibits to the Registration Statement, that have not been so
described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business
is or may be bound or affected and (i) that is referred to in the Statutory
Prospectus or Prospectus, or (ii) is material to the Company's business, has
been duly and validly executed by the Company, is in full force and effect and
is enforceable against the Company and, to the Company's knowledge, the other
parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, (y) as enforceability of any
indemnification or contribution provision may be limited under the federal and
state securities laws, and (z) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought, and none of such agreements or instruments has been assigned by
the Company, and neither the Company nor, to the best of the Company's
knowledge, any other party is in breach or default thereunder and, to the best
of the Company's knowledge, no event has occurred that, with the lapse of time
or the giving of notice, or both, would constitute a breach or default
thereunder. To the best of the Company's knowledge, performance by the Company
of the material provisions of such agreements or instruments will not result in
a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its assets or businesses, including,
without limitation, those relating to environmental laws and regulations.

            2.3.3 PRIOR SECURITIES TRANSACTIONS. No securities of the Company
have been sold by the Company or by or on behalf of, or for the benefit of, any
person or persons controlling, controlled by, or under common control with the
Company within the three years prior to the date hereof, except as disclosed in
the Registration Statement.


                                       6



            2.3.4 REGULATIONS. The disclosures in the Registration Statement,
the Statutory Prospectus and Prospectus concerning the effects of federal, state
and local regulation on this Offering and the Company's business as currently
contemplated are correct in all material respects and do not omit to state a
material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

       2.4 CHANGES AFTER DATES IN REGISTRATION STATEMENT.

            2.4.1 NO MATERIAL ADVERSE CHANGE. Since the respective dates as of
which information is given in the Registration Statement , the Statutory
Prospectus and the Prospectus, except as otherwise specifically stated therein:
(i) there has been no material adverse change in the condition, financial or
otherwise, or business prospects of the Company; (ii) there have been no
material transactions or agreements entered into by the Company other than as
contemplated pursuant to this Agreement; and (iii) no member of the Company's
management has resigned from any position with the Company.

            2.4.2 RECENT SECURITIES TRANSACTIONS, ETC. Subsequent to the
respective dates as of which information is given in the Registration Statement,
the Statutory Prospectus and the Prospectus, except as otherwise specifically
stated therein or in this Agreement, the Company has not: (i) issued any
securities or incurred any liability or obligation, direct or contingent, for
borrowed money; or (ii) declared or paid any dividend or made any other
distribution on or in respect to its capital stock.

       2.5 INDEPENDENT ACCOUNTANTS. To the knowledge of the Company, Goldstein,
Golub Kessler LLP ("GGK"), whose report is filed with the Commission as part of
the Registration Statement, are independent accountants as required by the Act
and the Regulations. GGK has not, during the periods covered by the financial
statements included in the Prospectus, provided to the Company any non-audit
services, as such term is used in Section 10A(g) of the Exchange Act.

       2.6 FINANCIAL STATEMENTS. The financial statements, including the notes
thereto and supporting schedules, included in the Registration Statement, the
Statutory Prospectus and Prospectus fairly present the financial position,
results of operations and cash flows of the Company at the dates and for the
periods to which they apply; such financial statements comply with the
applicable accounting requirements of the Act and the Regulations; such
financial statements have been prepared in conformity with generally accepted
accounting principles, consistently applied throughout the periods involved; and
the supporting schedules included in the Registration Statement present fairly
the information required to be stated therein. The Registration Statement
discloses all material off-balance sheet transactions, arrangements, obligations
(including contingent obligations), and other relationships of the Company with
unconsolidated entities or other persons, if any, that may have a material
current or future effect on the Company's financial condition, changes in
financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses.

       2.7 AUTHORIZED CAPITAL; OPTIONS, ETC. The Company had at the date or
dates indicated in the Registration Statement, the Statutory Prospectus and
Prospectus duly authorized, issued and outstanding capitalization as set forth
in the Registration Statement, the Statutory Prospectus and the Prospectus.
Based on the assumptions stated in the Registration Statement, the Statutory
Prospectus and the Prospectus, the Company will have on the Closing Date the
adjusted stock capitalization set forth therein. Except as set forth in, or
contemplated by, the Registration Statement, the Statutory Prospectus and the
Prospectus, on the Effective Date and on the Closing Date, there will be no
options, warrants, or other rights to purchase or otherwise acquire any
authorized, but unissued shares of Common Stock of the Company or any security
convertible into shares of Common Stock of the Company, or any contracts or
commitments to issue or sell shares of Common Stock or any such options,
warrants, rights or convertible securities.

       2.8 VALID ISSUANCE OF SECURITIES, ETC.

            2.8.1 OUTSTANDING SECURITIES. All issued and outstanding securities
of the Company


                                       7


have been duly authorized and validly issued and are fully paid and
non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such
holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual
rights granted by the Company. The authorized Common Stock conforms to all
statements relating thereto contained in the Registration Statement, the
Statutory Prospectus and the Prospectus. The offers and sales of the outstanding
Common Stock were at all relevant times either registered under the Act and the
applicable state securities or Blue Sky laws or, based in part on the
representations and warranties of the purchasers of such shares of Common Stock,
exempt from such registration requirements.

            2.8.2 SECURITIES SOLD PURSUANT TO THIS AGREEMENT. The Securities
have been duly authorized and, when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be
subject to personal liability by reason of being such holders; the Securities
are not and will not be subject to the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company;
and all corporate action required to be taken for the authorization, issuance
and sale of the Securities has been duly and validly taken. The Securities
conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Statutory Prospectus and the
Prospectus. When issued, the Representative's Purchase Option, the
Representative's Warrants and the Warrants will constitute valid and binding
obligations of the Company to issue and sell, upon exercise thereof and payment
of the respective exercise prices therefor, the number and type of securities of
the Company called for thereby in accordance with the terms thereof and such
Representative's Purchase Option, the Representative's Warrants and Warrants are
enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited
under the federal and state securities laws; and (iii) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.

       2.9 REGISTRATION RIGHTS OF THIRD PARTIES. Except as set forth in the
Registration Statement, the Statutory Prospectus and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or
exchangeable into securities of the Company have the right to require the
Company to register any such securities of the Company under the Act or to
include any such securities in a registration statement to be filed by the
Company.

       2.10 VALIDITY AND BINDING EFFECT OF AGREEMENTS. This Agreement, the
Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the
Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement
(as defined in Section 2.22.2 hereof), the Warrant Placement Agreement (as
defined in Section 2.22.3 hereof) and the Representative's Purchase Option have
been duly and validly authorized by the Company and constitute the valid and
binding agreements of the Company, enforceable against the Company in accordance
with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

       2.11 NO CONFLICTS, ETC. The execution, delivery, and performance by the
Company of this Agreement, the Warrant Agreement, the Trust Agreement, the
Service Agreement, the Escrow Agreement, the Representative's Purchase Option
and the Unit Placement Agreement, and the consummation by the Company of the
transactions herein and therein contemplated and the compliance by the Company
with the terms hereof and thereof do not and will not, with or without the
giving of notice or the lapse of time or both: (i) result in a breach of, or
conflict with any of the terms and provisions of, or constitute a default under,
or result in the creation, modification, termination or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to


                                       8


the terms of any agreement or instrument to which the Company is a party except
pursuant to the Trust Agreement referred to in Section 2.23 hereof; (ii) result
in any violation of the provisions of the Certificate of Incorporation or the
By-Laws of the Company; or (iii) violate any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its
properties or business.

       2.12 NO DEFAULTS; VIOLATIONS. No material default exists in the due
performance and observance of any term, covenant or condition of any material
license, contract, indenture, mortgage, deed of trust, note, loan or credit
agreement, or any other agreement or instrument evidencing an obligation for
borrowed money, or any other material agreement or instrument to which the
Company is a party or by which the Company may be bound or to which any of the
properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Certificate of Incorporation or By-Laws or in
violation of any material franchise, license, permit, applicable law, rule,
regulation, judgment or decree of any governmental agency or court, domestic or
foreign, having jurisdiction over the Company or any of its properties or
businesses.

       2.13 CORPORATE POWER; LICENSES; CONSENTS.

            2.13.1 CONDUCT OF BUSINESS. The Company has all requisite corporate
power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory
officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Statutory Prospectus and the Prospectus.

            2.13.2 TRANSACTIONS CONTEMPLATED HEREIN. The Company has all
corporate power and authority to enter into this Agreement and to carry out the
provisions and conditions hereof, and all consents, authorizations, approvals
and orders required in connection therewith have been obtained. No consent,
authorization or order of, and no filing with, any court, government agency or
other body is required for the valid issuance, sale and delivery, of the
Securities and the consummation of the transactions and agreements contemplated
by this Agreement, the Warrant Agreement, the Trust Agreement, the Services
Agreement, the Escrow Agreement the Representative's Purchase Option and the
Warrant Placement Agreement as contemplated by the Statutory Prospectus and the
Prospectus, except with respect to applicable federal and state securities laws.

       2.14 D&O QUESTIONNAIRES. To the best of the Company's knowledge, all
information contained in the questionnaires (the "QUESTIONNAIRES") completed by
each of the Company's stockholders and directors immediately prior to the
Offering (the "INITIAL STOCKHOLDERS") and provided to the Underwriters as an
exhibit to his or her Insider Letter (as defined in Section 2.22.1) is true and
correct and the Company has not become aware of any information which would
cause the information disclosed in the questionnaires completed by each Initial
Stockholder and director to become inaccurate and incorrect.

       2.15 LITIGATION; GOVERNMENTAL PROCEEDINGS. There is no action, suit,
proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company's knowledge, threatened
against, or involving the Company or, to the best of the Company's knowledge,
any Initial Stockholder, which has not been disclosed in the Registration
Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.

       2.16 GOOD STANDING. The Company has been duly organized and is validly
existing as a corporation and is in good standing under the laws of its state of
incorporation, and is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which its ownership or lease of
property or the conduct of business requires such qualification, except where
the failure to qualify would not have a material adverse effect on the Company.

       2.17 STOP ORDERS. The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus or any part
thereof.


                                       9


       2.18 TRANSACTIONS AFFECTING DISCLOSURE TO NASD.

            2.18.1 FINDER'S FEES. Except as described in the Prospectus, there
are no claims, payments, arrangements, agreements or understandings relating to
the payment of a finder's, consulting or origination fee by the Company or any
Initial Stockholder with respect to the sale of the Securities hereunder or any
other arrangements, agreements or understandings of the Company or, to the best
of the Company's knowledge, any Initial Stockholder that may affect the
Underwriters' compensation, as determined by the National Association of
Securities Dealers, Inc. (the "NASD").

            2.18.2 PAYMENTS WITHIN TWELVE MONTHS. The Company has not made any
direct or indirect payments (in cash, securities or otherwise) to: (i) any
person, as a finder's fee, consulting fee or otherwise, in consideration of such
person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) to any NASD member; or (iii) to
any person or entity that has any direct or indirect affiliation or association
with any NASD member, within the twelve months prior to the Effective Date,
other than payments to FBW.

            2.18.3 USE OF PROCEEDS. None of the net proceeds of the Offering
will be paid by the Company to any participating NASD member or its affiliates,
except as specifically authorized herein and except as may be paid in connection
with a Business Combination as contemplated by the Statutory Prospectus and the
Prospectus.

            2.18.4 INITIAL STOCKHOLDERS' NASD AFFILIATION. Based on
Questionnaires distributed to such persons, no officer, director or any
beneficial owner of the Company's unregistered securities has any direct or
indirect affiliation or association with any NASD member. The Company will
advise the Representative and its counsel if it learns that any officer,
director or owner of at least 5% of the Company's outstanding Common Stock is or
becomes and affiliate or associated person of an NASD member participating in
the Offering.

       2.19 FOREIGN CORRUPT PRACTICES ACT. Neither the Company nor any of the
Initial Stockholders or any other person acting on behalf of the Company has,
directly or indirectly, given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course
of business) to any customer, supplier, employee or agent of a customer or
supplier, or official or employee of any governmental agency or instrumentality
of any government (domestic or foreign) or any political party or candidate for
office (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or other person who was, is, or may be in a position to
help or hinder the business of the Company (or assist it in connection with any
actual or proposed transaction) that (i) might subject the Company to any damage
or penalty in any civil, criminal or governmental litigation or proceeding; (ii)
if not given in the past, might have had a material adverse effect on the
assets, business or operations of the Company as reflected in any of the
financial statements contained in the Prospectus; or (iii) if not continued in
the future, might adversely affect the assets, business, operations or prospects
of the Company. The Company's internal accounting controls and procedures are
sufficient to cause the Company to comply with the Foreign Corrupt Practices Act
of 1977, as amended.

       2.20. OFFICERS' CERTIFICATE. Any certificate signed by any duly
authorized officer of the Company and delivered to you or to your counsel shall
be deemed a representation and warranty by the Company to the Underwriters as to
the matters covered thereby.

       2.21 WARRANT AGREEMENT. The Company has entered into a warrant agreement
with respect to the Warrants and the Representative's Warrants with Continental
Stock Transfer & Trust Company substantially in the form filed as an exhibit to
the Registration Statement (the "WARRANT AGREEMENT").

       2.22 AGREEMENTS WITH INITIAL STOCKHOLDERS.

            2.22.1 INSIDER LETTERS. The Company has caused to be duly executed
legally binding and enforceable agreements (except (i) as such enforceability
may be limited by bankruptcy, insolvency,


                                       10



reorganization or similar laws affecting creditors' rights generally, (ii) as
enforceability of any indemnification, contribution or noncompete provision may
be limited under the federal and state securities laws, and (iii) that the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought) annexed as Exhibits
10.1 and 10.2 to the Registration Statement (the "INSIDER LETTER"), pursuant to
which each of the Initial Stockholders of the Company agree to certain matters
including, but not limited to, certain matters described as being agreed to by
them under the "Proposed Business" Section of the Prospectus.

            2.22.2 ESCROW AGREEMENT. The Company has caused the Initial
Stockholders to enter into an escrow agreement (the "ESCROW AGREEMENT") with
Continental Stock Transfer & Trust Company (the "ESCROW AGENT") substantially in
the form of Exhibit 10.4 to the Registration Statement, whereby the Common Stock
owned by each of the Initial Stockholders will be held in escrow by the Escrow
Agent, until the date that is six (6) months after the date a Business
Combination is consummated. During such escrow period, the Initial Stockholders
shall be prohibited from selling or otherwise transferring such shares (except
to spouses and children of Initial Stockholders and trusts established for their
benefit and as otherwise set forth in the Escrow Agreement), but will retain the
right to vote such shares. To the Company's knowledge, the Escrow Agreement is
enforceable against each of the Initial Stockholders and will not, with or
without the giving of notice or the lapse of time or both, result in a breach
of, or conflict with any of the terms and provisions of, or constitute a default
under, any agreement or instrument to which any of the Initial Stockholders is a
party. The Escrow Agreement shall not be amended, modified or otherwise changed
without the prior written consent of FBW.

            2.22.3 WARRANT PLACEMENT AGREEMENT. The Initial Stockholders and the
Company have entered into a Warrant Placement Agreement, substantially in the
form of Exhibit 10.12 to the Registration Statement, pursuant to which the
Initial Stockholders agreed to purchase 2,000,000 Warrants at a price of $0.65
per Warrant ($1,300,000 in the aggregate) (the "Warrant Placement Agreement").
The Warrants issued and sold pursuant to the Warrant Placement Agreement are
identical in all respects to the Warrants offered in the Offering. The issuance
and sale of the Warrant pursuant to the Warrant Placement Agreement are exempt
from registration pursuant to Section 4(2) of the Act.

       2.23 INVESTMENT MANAGEMENT TRUST AGREEMENT. The Company has entered into
the Trust Agreement with respect to certain proceeds of the Offering
substantially in the form of Exhibit 10.3 to the Registration Statement, which
Trust Agreement shall not be amended, modified or otherwise changed without the
prior written consent of FBW.

       2.24 COVENANTS NOT TO COMPETE. No Initial Stockholder, employee, officer
or director of the Company is subject to any non-competition or non-solicitation
agreement with any employer or prior employer which could materially affect his
ability to be an Initial Stockholder, employee, officer and/or director of the
Company.

       2.25 INVESTMENTS. No more than 45% of the "value" (as defined in Section
2(a)(41) of the Investment Company Act of 1940 ("Investment Company Act")) of
the Company's total assets consist of, and no more than 45% of the Company's net
income after taxes is derived from, securities other than "Government
securities" (as defined in Section 2(a)(16) of the Investment Company Act).

       2.26 SUBSIDIARIES. The Company does not own an interest in any
corporation, partnership, limited liability company, joint venture, trust or
other business entity.

       2.27 RELATED PARTY TRANSACTIONS. There are no business relationships or
related party transactions involving the Company or any other person required to
be described in the Prospectus that have not been described as required.


                                       11



       2.28 RULE 419. Upon delivery and payment for the Firm Units on the
Closing Date, the Company will not be subject to Rule 419 under the Act and none
of the Company's outstanding securities will be deemed to be a "penny stock" as
defined in Rule 3a-51-1 under the Exchange Act.

       2.29 SARBANES-OXLEY ACT AND CORPORATE GOVERNANCE COMPLIANCE. There is and
has been no failure on the part of the Company or any of the Company's directors
or officers, in their capacities as such, to comply with (as and when
applicable), and immediately following the effectiveness of the Registration
Statement the Company will be in compliance with, Sections 301, 402, 802 and
1102 of the Sarbanes-Oxley Act and Part 8 of the American Stock Exchange's "AMEX
Company Guide," as amended. Further, there is and has been no failure on the
part of the Company or any of the Company's directors or officers, in their
capacities as such, to comply with (as and when applicable), and immediately
following the effectiveness of the Registration Statement the Company will be in
compliance with, all other provisions of the Sarbanes-Oxley Act and the American
Stock Exchange corporate governance requirements set forth in the AMEX Company
Guide, as amended, except as any such failure to comply, individually or in the
aggregate, would not have a material adverse effect on the Company.

3. COVENANTS OF THE COMPANY. The Company covenants and agrees as follows:

       3.1 AMENDMENTS TO REGISTRATION STATEMENT. The Company will deliver to the
Representative, prior to filing, any amendment or supplement to the Registration
Statement or Prospectus proposed to be filed after the Effective Date and not
file any such amendment or supplement to which the Representative shall
reasonably object in writing.

       3.2 FEDERAL SECURITIES LAWS.

            3.2.1 COMPLIANCE. During the time when a Prospectus is required to
be delivered under the Act, the Company will use all reasonable efforts to
comply with all requirements imposed upon it by the Act, the Regulations and the
Exchange Act and by the regulations under the Exchange Act, as from time to time
in force, so far as necessary to permit the continuance of sales of or dealings
in the Public Securities in accordance with the provisions hereof and the
Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a
result of which, in the opinion of counsel for the Company or counsel for the
Underwriters, the Prospectus, as then amended or supplemented, includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act, the
Company will notify the Representative promptly and prepare and file with the
Commission, subject to Section 3.1 hereof, an appropriate amendment or
supplement in accordance with Section 10 of the Act.

            3.2.2 FILING OF FINAL PROSPECTUS. The Company will file the
Prospectus (in form and substance satisfactory to the Representative) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.

            3.2.3 EXCHANGE ACT REGISTRATION. For a period of five years from the
Effective Date, or such earlier time upon which the Company is required to be
liquidated, the Company will use its best efforts to maintain the registration
of the Securities under the provisions of the Exchange Act. For a period of five
years from the Effective Date, or such earlier time upon which the Company is
required to be liquidated, the Company will not deregister the Units under the
Exchange Act without the prior written consent of FBW.

       3.3 BLUE SKY FILING. Where required, the Company will endeavor in good
faith, in cooperation with the Representative, at or prior to the time the
Registration Statement becomes effective, to qualify the Public Securities for
offering and sale under the securities laws of such jurisdictions as the
Representative may reasonably designate, provided that no such qualification
shall be required in any jurisdiction where, as a result thereof, the Company
would be subject to service of general process or to


                                       12


taxation as a foreign corporation doing business in such jurisdiction. In each
jurisdiction where such qualification shall be effected, the Company will,
unless the Representative agrees that such action is not at the time necessary
or advisable, use all reasonable efforts to file and make such statements or
reports at such times as are or may be required by the laws of such
jurisdiction.

       3.4 DELIVERY TO UNDERWRITERS OF PROSPECTUSES. The Company will deliver to
each of the several Underwriters, without charge, from time to time during the
period when the Prospectus is required to be delivered under the Act or the
Exchange Act, such number of copies of each Preliminary Prospectus and the
Prospectus as such Underwriters may reasonably request and, as soon as the
Registration Statement or any amendment or supplement thereto becomes effective,
deliver to you two original executed Registration Statements, including
exhibits, and all post-effective amendments thereto and copies of all exhibits
filed therewith or incorporated therein by reference and all original executed
consents of certified experts.

       3.5 EFFECTIVENESS AND EVENTS REQUIRING NOTICE TO THE REPRESENTATIVE. The
Company will use its best efforts to cause the Registration Statement to remain
effective and will notify the Representative immediately and confirm the notice
in writing: (i) of the effectiveness of the Registration Statement and any
amendment thereto; (ii) of the issuance by the Commission of any stop order or
of the initiation, or the threatening, of any proceeding for that purpose; (iii)
of the issuance by any state securities commission of any proceedings for the
suspension of the qualification of the Public Securities for offering or sale in
any jurisdiction or of the initiation, or the threatening, of any proceeding for
that purpose; (iv) of the mailing and delivery to the Commission for filing of
any amendment or supplement to the Registration Statement or Prospectus; (v) of
the receipt of any comments or request for any additional information from the
Commission; and (vi) of the happening of any event during the period described
in Section 3.4 hereof that, in the judgment of the Company, makes any statement
of a material fact made in the Registration Statement or the Prospectus untrue
or that requires the making of any changes in the Registration Statement or the
Prospectus in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company shall not
file any amendment of the Registration Statement or supplement to the Prospectus
or any document incorporated by reference in the Registration Statement unless
the Company has furnished the Representative with a copy for review prior to
filing and shall not file any such proposed amendment or supplement to which the
Representative reasonable objects. If the Commission or any state securities
commission shall enter a stop order or suspend such qualification at any time,
the Company will make every reasonable effort to obtain promptly the lifting of
such order.

       3.6 REVIEW OF FINANCIAL STATEMENTS. For a period of five years from the
Effective Date, or until such earlier time upon which the Company is required to
be liquidated, the Company, at its expense, shall cause its regularly engaged
independent certified public accountants to review (but not audit) the Company's
financial statements for each of the first three fiscal quarters prior to the
announcement of quarterly financial information, the filing of the Company's
Form 10-Q quarterly report and the mailing of quarterly financial information to
stockholders.

       3.7 TRANSACTIONS.

            3.7.1 AFFILIATE COMBINATIONS. The Company will not consummate a
Business Combination with any entity which is affiliated with any Initial
Stockholder unless the Company obtains an opinion from an independent investment
banking firm that the Business Combination is fair to the Company's stockholders
from a financial perspective.

            3.7.2 ADMINISTRATIVE SERVICES. The Company has entered into an
agreement (the "SERVICES AGREEMENT") with Grand Cru Management LLC (the
"PROVIDER"), pursuant to which the Provider will make available to the Company
certain administrative, technology and secretarial services, as well as office
space, including a conference room, in Boston, Massachusetts, as the Company may
require time to time, for an amount not to exceed $7,500 per month.


                                       13



            3.7.3 AFFILIATE COMPENSATION. Except as provided in Section 3.7.2,
the Company shall not pay any Initial Stockholder or any of their affiliates any
fees or compensation from the Company, for services rendered to the Company
prior to, or in connection with, the consummation of a Business Combination;
PROVIDED that the Initial Stockholders shall be entitled to reimbursement from
the Company for their reasonable out-of-pocket expenses incurred in connection
with seeking and consummating a Business Combination.

       3.8 AMEX LISTING. The Company applied to have its Units, the underlying
shares of Common Stock, Warrants and the shares of Common Stock issuable upon
conversion of the Warrants, listed on the American Stock Exchange ("AMEX") and
such Units, shares and warrants have been approved for listing subject to
official notice. The Company will use its best efforts to effect and maintain
the listing of the Units, Common Stock and Warrants on the AMEX.

       3.9 STANDARD & POOR'S AND TRADING REPORTS. During such time as the Public
Securities are quoted on the NASD OTC Bulletin Board (or any successor trading
market such as the Bulletin Board Exchange) or the Pink Sheets, LLC (or similar
publisher of quotations) and no other automated quotation system, the Company
(i) will apply to be included in Standard & Poor's Daily News and Corporation
Records Corporate Descriptions for a period of five years from the consummation
of a Business Combination; (ii) The Company shall also take such other action as
may be reasonably requested by the Representative to obtain a secondary market
trading exemption in such other states as may be requested by the Representative
(iii) shall provide to the Representative, at the Company's expense, such
reports published by the NASD or the Pink Sheets, LLC relating to price trading
of the Public Securities, as the Representative shall reasonably request.

       3.10 INTENTIONALLY OMITTED.

       3.11 REPORTS TO THE REPRESENTATIVE.

            3.11.1 PERIODIC REPORTS, ETC. For a period of five years from the
Effective Date or until such earlier time upon which the Company is required to
be liquidated, the Company will furnish to the Representative (Attn: Richard K.
Prins) and its counsel, copies of such financial statements and other periodic
and special reports as the Company from time to time furnishes generally to
holders of any class of its securities, and promptly furnish to the
Representative: (i) a copy of such registration statements, financial statements
and periodic and special reports as the Company shall be required to file with
the Commission and from time to time furnishes generally to holders of any class
of its securities; and (ii) such additional documents and information with
respect to the Company and the affairs of any future subsidiaries of the Company
as the Representative may from time to time reasonably request.

            3.11.2 INTENTIONALLY OMITTED.

            3.11.3 INTENTIONALLY OMITTED.

            3.11.4 PERIODIC REPORTING OBLIGATIONS. The Company shall file, on a
timely basis, and in compliance with the Exchange Act and the Sarbanes-Oxley
Act, with the Commission and the American Stock Exchange all reports and
documents required to be filed under the Exchange Act.

       3.12 DISQUALIFICATION OF FORM S-1. For a period equal to four years from
the date hereof, the Company will not take any action or actions which may
prevent or disqualify the Company's use of Form S-1 (or other appropriate form)
for the registration of the Warrants, the Representative's Warrants and the
shares issuable upon exercise thereof under the Act.

       3.13 PAYMENT OF EXPENSES.

            3.13.1 GENERAL EXPENSES RELATED TO THE OFFERING. The Company hereby
agrees to pay on each of the Closing Date and the Option Closing Date,


                                       14



if any, to the extent not paid at Closing Date, all expenses incident to the
performance of the obligations of the Company under this Agreement including,
but not limited to: (i) the preparation, printing, filing and mailing (including
the payment of postage with respect to such mailing) of the Registration
Statement, the Preliminary and final Prospectuses and the printing and mailing
of this Agreement and related documents, including the cost of all copies
thereof and any amendments thereof or supplements thereto supplied to the
Underwriters in quantities as may be required by the Underwriters; (ii) the
printing, engraving, issuance and delivery of the Units, the shares of Common
Stock and the Warrants included in the Units and the Representative's Purchase
Option, including any transfer or other taxes payable thereon; (iii) the
qualification of the Public Securities under state or foreign securities or Blue
Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky
Memorandum," and all amendments and supplements thereto, fees and disbursements
of Venable LLP ("VENABLE") for such purpose (such fees shall be capped at
$35,000 in the aggregate; (iv) filing fees, costs and expenses (including fees
and disbursements for the Representative's counsel); (v) fees and disbursements
of the transfer and warrant agent; (vi) the Company's expenses associated with
"due diligence" meetings arranged by the Representative; and (vii) all other
costs and expenses customarily borne by an issuer incident to the performance of
the Company's obligations hereunder which are not otherwise specifically
provided for in this Section 3.13.1. The Company also agrees that, if requested
by the Representative, it will engage and pay up to $5,000 for an investigative
search firm of the Representative's choice to conduct an investigation of the
principals of the Company as shall be mutually selected by the Representative
and the Company. The Representative may deduct from the net proceeds of the
Offering payable to the Company on the Closing Date, or the Option Closing Date,
if any, the expenses set forth herein to be paid by the Company to the
Representative and others. If the Offering is not consummated for any reason
whatsoever, except as a result of the Underwriters' breach or default with
respect to any of its obligations described in this Agreement, then the Company
shall reimburse the Underwriters in full for their out-of-pocket expenses
actually incurred by the Underwriters, including, without limitation, its legal
fees and disbursements and "road show" and due diligence expenses. The
Representative shall retain such part of the non-accountable expense allowance
(described in Section 3.25 herein) previously paid, if any, as shall equal its
actual out-of-pocket accountable expenses and refund the balance. If the amount
previously paid is insufficient to cover such actual out-of-pocket accountable
expenses, the Company shall remain liable for and promptly pay any other actual
out-of-pocket accountable expenses.

            3.13.2 INTENTIONALLY OMITTED.

            3.13.3 EXPENSES RELATED TO BUSINESS COMBINATION. The Company further
agrees that, in the event the Representative assists the Company in trying to
obtain stockholder approval of a proposed Business Combination, the Company
agrees to reimburse the Representative for all out-of-pocket expenses,
including, but not limited to, "road-show" and due diligence expenses.

       3.14 APPLICATION OF NET PROCEEDS. The Company will apply the net proceeds
from the Offering received by it in a manner consistent with the application
described under the caption "Use Of Proceeds" in the Prospectus.

       3.15 DELIVERY OF EARNINGS STATEMENTS TO SECURITY HOLDERS. The Company
will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following
the Effective Date, an earnings statement (which need not be certified by
independent public or independent certified public accountants unless required
by the Act or the Regulations, but which shall satisfy the provisions of Rule
158(a) under Section 11(a) of the Act) covering a period of at least twelve
consecutive months beginning after the Effective Date.

       3.16 NOTICE TO NASD. In the event any person or entity (regardless of any
NASD affiliation or association) is engaged to assist the Company in its search
for a merger candidate or to provide any other merger and acquisition services,
the Company will provide the following to the NASD and FBW prior to the
consummation of the Business Combination: (i) complete details of all services
and copies of agreements governing such services; and (ii) justification as to
why the person or entity providing the merger and acquisition services should
not be considered an "underwriter and related person" with respect


                                       15



to the Company's initial public offering, as such term is defined in Rule 2710
of the NASD's Conduct Rules. The Company also agrees that proper disclosure of
such arrangement or potential arrangement will be made in the proxy statement
which the Company will file for purposes of soliciting stockholder approval for
the Business Combination.

       3.17 STABILIZATION. Except with respect to the agreement among Robert J.
Hanks, David A.R. Dullum and the Representative annexed as Exhibit 10.9 to the
Registration Statement, neither the Company, nor, to its knowledge, any of its
employees, directors or stockholders (without the consent of FBW) has taken or
will take, directly or indirectly, any action designed to or that has
constituted or that might reasonably be expected to cause or result in, under
the Exchange Act, or otherwise, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Units.

       3.18 INTERNAL CONTROLS. The Company will maintain a system of internal
accounting controls sufficient to provide reasonable assurances that: (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary in order to permit
preparation of financial statements in accordance with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

       3.19 ACCOUNTANTS. For a period of five years from the Effective Date or
until such earlier time upon which the Company is required to be liquidated, the
Company shall retain GGK or other independent public accountants reasonably
acceptable to FBW.

       3.20 FORM 8-K. The Company shall, on the date hereof, retain its
independent public accountants to audit the financial statements of the Company
as of the Closing Date (the "AUDITED FINANCIAL STATEMENTS") reflecting the
receipt by the Company of the proceeds of the initial public offering. As soon
as the Audited Financial Statements become available, the Company shall
immediately file a Current Report on Form 8-K with the Commission, which Report
shall contain the Company's Audited Financial Statements.

       3.21 NASD. The Company shall advise the NASD if it is aware that any 5%
or greater stockholder of the Company becomes an affiliate or associated person
of an NASD member participating in the distribution of the Company's Public
Securities.

       3.22 CORPORATE PROCEEDINGS. All corporate proceedings and other legal
matters necessary to carry out the provisions of this Agreement and the
transactions contemplated hereby shall have been done to the reasonable
satisfaction to counsel for the Underwriters.

       3.23 INVESTMENT COMPANY. The Company shall cause the proceeds of the
Offering to be held in the Trust Fund to be invested only in "government
securities" with specific maturity dates as set forth in the Trust Agreement and
disclosed in the Statutory Prospectus and the Prospectus. The Company will
otherwise conduct its business in a manner so that it will not become subject to
the Investment Company Act. Furthermore, once the Company consummates a Business
Combination, it will be engaged in a business other than that of investing,
reinvesting, owning, holding or trading securities.

       3.24 BUSINESS COMBINATION ANNOUNCEMENT. Within five business days
following the consummation by the Company of a Business Combination, the Company
shall cause an announcement ("Business Combination Announcement") to be placed,
at its cost, in THE WALL STREET JOURNAL, THE NEW YORK TIMES and a third
publication to be selected by the Representative announcing the consummation of
the Business Combination and indicating that the representative was the managing
underwriter in the Offering. The Company shall supply the Representative with a
draft of the Business Combination Announcement and provide the Representative
with a reasonable opportunity to comment thereon. The


                                       16


Company will not place the Business Combination Announcement without the final
approval of the representative, which approval will not be unreasonably
withheld.

       3.25 DEFERRED NON-ACCOUNTABLE EXPENSES. The Company further agrees that,
in addition to the expenses payable pursuant to Section 3.13.1, upon the
consummation of the initial Business Combination, the Company will pay FBW a
non-accountable expense allowance equal to 2.25% of the gross proceeds (One
Million Three Hundred and Fifty Thousand Dollars ($1,350,000) in the aggregate).
This non-accountable expense allowance shall be paid from the proceeds deposited
in the Trust Fund.

4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the several
Underwriters to purchase and pay for the Units, as provided herein, shall be
subject to the continuing accuracy of the representations and warranties of the
Company as of the date hereof and as of each of the Closing Date and the Option
Closing Date, if any, to the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof and to the performance by the
Company of its obligations hereunder and to the following conditions:

       4.1 REGULATORY MATTERS.

            4.1.1 EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement shall have become effective not later than 5:00 P.M., Baltimore,
Maryland time, on the date of this Agreement or such later date and time as
shall be consented to in writing by you, and, at each of the Closing Date and
the Option Closing Date, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for the purpose
shall have been instituted or shall be pending or contemplated by the Commission
and any request on the part of the Commission for additional information shall
have been complied with by the Company to the reasonable satisfaction of FBW.

            4.1.2 NASD CLEARANCE. By the Effective Date, the Representative
shall have received clearance from the NASD as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration
Statement.

            4.1.3 NO BLUE SKY STOP ORDERS. No order suspending the sale of the
Units in any jurisdiction designated by you pursuant to Section 3.3 hereof shall
have been issued on either on the Closing Date or the Option Closing Date, and
no proceedings for that purpose shall have been instituted or shall be
contemplated.

       4.2 COMPANY COUNSEL MATTERS.

            4.2.1 EFFECTIVE DATE OPINION OF COUNSEL. On the Effective Date, the
Representative shall have received the favorable opinion of Davis, Malm &
D'Agostine, P.C. ("DAVIS MALM"), counsel to the Company, dated the Effective
Date, addressed to the Representative and in form and substance satisfactory to
the Representative to the effect that:

                 (i) The Company has been duly organized and is validly existing
as a corporation and is in good standing under the laws of its state of
incorporation. The Company is duly qualified and licensed and in good standing
as a foreign corporation in each jurisdiction in which its ownership or leasing
of any properties or the character of its operations requires such qualification
or licensing, except where the failure to qualify would not have a material
adverse effect on the Company.

                 (ii) All issued and outstanding securities of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;
the holders thereof are not subject to personal liability by reason of being
such holders; and none of such securities were issued in violation of the
preemptive rights of any stockholder of the Company arising by operation of law
or under the Certificate of Incorporation or Bylaws of the Company. The offers
and sales of the outstanding Common Stock were at all relevant times either
registered under the Act or exempt from such registration



                                       17



requirements. The authorized and outstanding capital stock of the Company is as
set forth in the Prospectus.

                 (iii) The Securities have been duly authorized and, when issued
and paid for, will be validly issued, fully paid and non-assessable; the holders
thereof are not and will not be subject to personal liability by reason of being
such holders. The Securities are not and will not be subject to the preemptive
rights of any holders of any security of the Company arising by operation of law
or under the Certificate of Incorporation or Bylaws of the Company. When issued,
the Representative's Purchase Option, The Representative's Warrants and the
Warrants will constitute valid and binding obligations of the Company to issue
and sell, upon exercise thereof and payment therefor, the number and type of
securities of the Company called for thereby and such Representative's Purchase
Option, Representative Warrants and Warrants, when issued, in each case, are
enforceable against the Company in accordance with their respective terms,
except: (a) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally; (b) as
enforceability of any indemnification or contribution provision may be limited
under the federal and state securities laws; and (c) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
the equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought. The certificates representing the Securities
are in due and proper form.

                 (iv) This Agreement, the Warrant Agreement, the Services
Agreement, the Trust Agreement, the Escrow Agreement The Unit Purchase Option
and the Warrant Placement Agreement have each been duly and validly authorized
and, when executed and delivered by the Company, constitute the valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except: (a) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; (b) as enforceability of any indemnification or
contribution provisions may be limited under the federal and state securities
laws; and (c) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

                 (v) The execution, delivery and performance of this Agreement,
the Warrant Agreement, the Escrow Agreement, the Trust Agreement, the Services
Agreement, The Representative's Purchase Option, the Warrant Placement
Agreement, the issuance and sale of the Securities, the consummation of the
transactions contemplated hereby and thereby, and compliance by the Company with
the terms and provisions hereof and thereof, do not and will not, with or
without the giving of notice or the lapse of time, or both, (a) to such
counsel's knowledge, conflict with, or result in a breach of, any of the terms
or provisions of, or constitute a default under, or result in the creation or
modification of any lien, security interest, charge or encumbrance upon any of
the properties or assets of the Company pursuant to the terms of, any mortgage,
deed of trust, note, indenture, loan, contract, commitment or other agreement or
instrument filed as an exhibit to the Registration Statement, (b) result in any
violation of the provisions of the Certificate of Incorporation or the By-Laws
of the Company, or (c) to such counsel's knowledge, violate any statute or any
judgment, order or decree, rule or regulation applicable to the Company of any
court, domestic or foreign, or of any federal, state or other regulatory
authority or other governmental body having jurisdiction over the Company, its
properties or assets.

                 (vi) The Registration Statement, each Preliminary Prospectus,
the Statutory Prospectus, the Prospectus and any post-effective amendments or
supplements thereto (other than the financial statements included therein, as to
which no opinion need be rendered) each as of their respective dates complied as
to form in all material respects with the requirements of the Act and
Regulations. The Securities and each agreement filed as an exhibit to the
Registration Statement conform in all material respects to the description
thereof contained in the Registration Statement, the Statutory Prospectus and
the Prospectus. No federal or state statute or regulation required to be
described in the Statutory Prospectus and the Prospectus is not described as
required, nor are any contracts or documents of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement not so described or filed as required.
The statements set forth in the


                                       18


Registration Statement under the captions "Risk Factors," "Comparison to
offerings of blank check companies," and "Description of Securities," insofar as
they purport to describe the provisions of laws, are accurate and fairly
summarize such provisions and there are no other provisions of law that are
required by the Act or the Regulations to be described therein. Upon delivery
and payment for the Firm Units on the Closing Date, the Company will not be
subject to Rule 419 under the Act and none of the Company's outstanding
securities will be deemed to be a "penny stock" as defined in Rule 3a-51-1 under
the Exchange Act.

                 (vii) Counsel has participated in conferences with officers and
other representatives of the Company, representatives of the independent public
accountants for the Company and representatives of the Underwriters at which the
contents of the Registration Statement, the Statutory Prospectus, the Prospectus
and related matters were discussed and although such counsel is not passing upon
and does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, the
Statutory Prospectus and the Prospectus (except as otherwise set forth in this
opinion), no facts have come to the attention of such counsel which lead them to
believe that either the Registration Statement, the Statutory Prospectus or the
Prospectus or any amendment or supplement thereto, as of the date of such
opinion contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements and schedules and other financial and
statistical data included in the Registration Statement, the Statutory
Prospectus or the Prospectus).

                 (viii) The Registration Statement is effective under the Act.
To such counsel's knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or threatened under the Act or applicable state
securities laws.

                 (ix) To such counsel's knowledge, there is no action, suit or
proceeding before or by any court of governmental agency or body, domestic or
foreign, now pending, or threatened against the Company that is required to be
described in the Registration Statement.

            4.2.2 INTENTIONALLY OMITTED.

            4.2.3 CLOSING DATE AND OPTION CLOSING DATE OPINION OF COUNSEL. On
each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received the favorable opinion of Davis Malm, dated the Closing Date
or the Option Closing Date, as the case may be, addressed to the Representative
and in form and substance reasonably satisfactory to the Representative,
confirming as of the Closing Date and, if applicable, the Option Closing Date,
the statements made by Davis Malm in its opinion delivered on the Effective
Date.

            4.2.4 RELIANCE. In rendering such opinion, such counsel may rely:
(i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such
counsel deems proper and to the extent specified in such opinion, if at all,
upon an opinion or opinions (in form and substance reasonably satisfactory to
the Representative) of other counsel reasonably acceptable to the
Representative, familiar with the applicable laws; and (ii) as to matters of
fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various
jurisdiction having custody of documents respecting the corporate existence or
good standing of the Company, provided that copies of any such statements or
certificates shall be delivered to the Underwriters' counsel if requested. The
opinion of counsel for the Company and any opinion relied upon by such counsel
for the Company shall include a statement to the effect that it may be relied
upon by counsel for the Underwriters in its opinion delivered to the
Underwriters.

       4.3 COLD COMFORT LETTER. At the time this Agreement is executed, and at
each of the Closing Date and the Option Closing Date, if any, you shall have
received a letter, addressed to the Representative


                                       19


and in form and substance satisfactory in all respects (including the
non-material nature of the changes or decreases, if any, referred to in clause
(iii) below) to you from GGK dated, respectively, as of the date of this
Agreement and as of the Closing Date and the Option Closing Date, if any:

            (i) Confirming that they are registered independent accountants with
respect to the Company within the meaning of the Act and the applicable
Regulations and that they have not, during the periods covered by the financial
statements included in the Prospectus, provided to the Company any non-audit
services, as such term is used in Section 10A(g) of the Exchange Act;

            (ii) Stating that in their opinion the financial statements of the
Company included in the Registration Statement, the Statutory Prospectus and the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act and the published Regulations thereunder;

            (iii) Stating that, on the basis of a limited review which included
a reading of the latest available unaudited interim financial statements of the
Company (with an indication of the date of the latest available unaudited
interim financial statements), a reading of the latest available minutes of the
stockholders and board of directors and the various committees of the board of
directors, consultations with officers and other employees of the Company
responsible for financial and accounting matters and other specified procedures
and inquiries, nothing has come to their attention which would lead them to
believe that: (a) the unaudited financial statements of the Company included in
the Statutory Prospectus, the Prospectus and the Registration Statement do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Regulations or are not fairly presented in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements of the
Company included in the Registration Statement; (b) at a date not later than
five days prior to the Effective Date, Closing Date or Option Closing Date, as
the case may be, there was any change in the capital stock or long-term debt of
the Company, or any decrease in the stockholders' equity of the Company as
compared with amounts shown in the December 31, 2005 balance sheet included in
the Statutory Prospectus, the Prospectus and the Registration Statement, other
than as set forth in or contemplated by the Statutory Prospectus, the Prospectus
and Registration Statement, or, if there was any decrease, setting forth the
amount of such decrease, and (c) during the period from December 31, 2005 to a
specified date not later than five days prior to the Effective Date, Closing
Date or Option Closing Date, as the case may be, there was any decrease in
revenues, net earnings or net earnings per share of Common Stock, in each case
as compared with the corresponding period in the preceding year and as compared
with the corresponding period in the preceding quarter, other than as set forth
in or contemplated by the Statutory Prospectus, the Prospectus and Registration
Statement, or, if there was any such decrease, setting forth the amount of such
decrease;

            (iv) Setting forth, at a date not later than five days prior to the
Effective Date, the amount of liabilities of the Company (including a break-down
of commercial papers and notes payable to banks);

            (v) Stating that they have compared specific dollar amounts, numbers
of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement,
the Statutory Prospectus and the Prospectus in each case to the extent that such
amounts, numbers, percentages, statements and information may be derived from
the general accounting records, including work sheets, of the Company and
excluding any questions requiring an interpretation by legal counsel, with the
results obtained from the application of specified readings, inquiries and other
appropriate procedures (which procedures do not constitute an examination in
accordance with generally accepted auditing standards) set forth in the letter
and found them to be in agreement;

            (vi) Stating that they have not during the immediately preceding
five year period brought to the attention of the Company's management any
reportable condition related to internal



                                       20



structure, design or operation as defined in the Statement on Auditing Standards
No. 60 "Communication of Internal Control Structure Related Matters Noted in an
Audit," in the Company's internal controls; and

            (vii) Statements as to such other matters incident to the
transaction contemplated hereby as you may reasonably request.

       4.4 OFFICERS' CERTIFICATES.

            4.4.1 OFFICERS' CERTIFICATE. At each of the Closing Date and the
Option Closing Date, if any, the Representative shall have received a
certificate of the Company signed by the Chairman of the Board or the President
and the Secretary or Assistant Secretary of the Company, dated the Closing Date
or the Option Closing Date, as the case may be, respectively, to the effect that
the Company has performed all covenants and complied with all conditions
required by this Agreement to be performed or complied with by the Company prior
to and as of the Closing Date, or the Option Closing Date, as the case may be,
and that the conditions set forth in Section 4.5 hereof have been satisfied as
of such date and that, as of Closing Date and the Option Closing Date, as the
case may be, the representations and warranties of the Company set forth in
Section 2 hereof are true and correct. In addition, the Representative will have
received such other and further certificates of officers of the Company as the
Representative may reasonably request. Such certificate shall include a
statement to the effect that it may be relied upon by counsel for the
Underwriters in its opinion delivered to the Underwriters.

            4.4.2 SECRETARY'S CERTIFICATE. At each of the Closing Date and the
Option Closing Date, if any, the Representative shall have received a
certificate of the Company signed by the Secretary or Assistant Secretary of the
Company, dated the Closing Date or the Option Date, as the case may be,
respectively, certifying: (i) that the By-Laws and Certificate of Incorporation
of the Company are true and complete, have not been modified and are in full
force and effect; (ii) that the resolutions relating to the public offering
contemplated by this Agreement are in full force and effect and have not been
modified; (iii) all correspondence between the Company or its representative and
the Commission; and (iv) as to the incumbency of the officers of the Company.
The documents referred to in such certificate shall be attached to such
certificate; (v) no action is pending in contemplation of merger, consolidation
or liquidation, dissolution or reorganization of the Company or for the sale,
lease or other transfer of all or substantially all of its assets (vi) the
minute books and records of the Company made available to Underwriters Counsel
are its original (or true copies thereof) and complete minute books and records;
(vii) attached is a true, correct and complete specimen of a certificate of the
Units, shares of Common Stock and warrants of the Company; (viii) each officer
or director who signed the registration statement was duly elected or appointed;
and (ix) attached are true, correct and complete copies of all written
communications between the Company and its representatives and the AMEX.

       4.5 NO MATERIAL CHANGES. Prior to and on each of the Closing Date and the
Option Closing Date, if any: (i) there shall have been no material adverse
change or development involving a prospective material adverse change in the
condition or prospects or the business activities, financial or otherwise, of
the Company from the latest dates as of which such condition is set forth in the
Registration Statement, the Statutory Prospectus and the Prospectus; (ii) no
action suit or proceeding, at law or in equity, shall have been pending or
threatened against the Company or any Initial Stockholder before or by any court
or federal or state commission, board or other administrative agency wherein an
unfavorable decision, ruling or finding may materially adversely affect the
business, operations, prospects or financial condition or income of the Company,
except as set forth in the Registration Statement, the Statutory Prospectus and
the Prospectus; (iii) no stop order shall have been issued under the Act and no
proceedings therefor shall have been initiated or threatened by the Commission;
and (iv) the Registration Statement, the Statutory Prospectus and the Prospectus
and any amendments or supplements thereto shall contain all material statements
which are required to be stated therein in accordance with the Act and the
Regulations and shall conform in all material respects to the requirements of
the Act and the Regulations, and neither the Registration Statement nor the
Prospectus nor any amendment or supplement thereto shall contain any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or


                                       21


necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

       4.6 DELIVERY OF AGREEMENTS.

            4.6.1 EFFECTIVE DATE DELIVERIES. On the Effective Date, the Company
shall have delivered to the Representative executed copies of the Escrow
Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement,
the Warrant Placement Agreement and all of the Insider Letters.

            4.6.2 CLOSING DATE DELIVERABLES. In addition to any other closing
deliverables, on the Closing Date, the Company shall have delivered to the
Representative executed copies of the Representative's Purchase Option.

       4.7 OPINION OF COUNSEL FOR THE UNDERWRITERS. All proceedings taken in
connection with the authorization, issuance or sale of the Securities as herein
contemplated shall be reasonably satisfactory in form and substance to you and
to Venable and you shall have received from such counsel a favorable opinion,
dated the Closing Date and the Option Closing Date, if any, with respect to such
of these proceedings as you may reasonably require. On or prior to the Effective
Date, the Closing Date and the Option Closing Date, as the case may be, counsel
for the Underwriters shall have been furnished such documents, certificates and
opinions as they may reasonably require for the purpose of enabling them to
review or pass upon the matters referred to in this Section 4.7, or in order to
evidence the accuracy, completeness or satisfaction of any of the
representations, warranties or conditions herein contained.

       4.8 LISTING ON THE AMERICAN STOCK EXCHANGE. On the Closing Date, the
Public Securities shall have been approved for listing on the AMEX.


                                       22



5. INDEMNIFICATION.

       5.1 INDEMNIFICATION OF UNDERWRITERS.

            5.1.1 GENERAL. Subject to the conditions set forth below, the
Company agrees to indemnify and hold harmless each of the Underwriters, and each
dealer selected by you that participates in the offer and sale of the Securities
(each, a "Selected Dealer"), and each of their respective directors, officers
and employees and each person, if any, who controls any such Underwriter
("CONTROLLING PERSON") within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against any and all loss, liability, claim, 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, commenced or threatened, or any claim whatsoever, whether
arising out of any action between any of the Underwriters and the Company or
between any of the Underwriters and any third party or otherwise) to which they
or any of them may become subject under the Act, the Exchange Act or any other
statute or at common law or otherwise or under the laws of foreign countries,
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in (i) any Preliminary Prospectus, the Registration
Statement, the Statutory Prospectus or the Prospectus (as from time to time each
may be amended and supplemented); (ii) in any post-effective amendment or
amendments or any new registration statement and prospectus in which is included
securities of the Company issue or issuable upon exercise of the
Representative's Purchase Option; or (iii) any application or other document or
written communication (in this Section 5 collectively called "APPLICATION")
executed by the Company or based upon information furnished by the Company in
any jurisdiction in order to qualify the Securities under the securities laws
thereof or filed with the Commission, any state securities commission or agency,
Nasdaq or any securities exchange; or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, unless such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company with
respect to an Underwriter by or on behalf of such Underwriter expressly for use
in any Preliminary Prospectus the Registration Statement or Prospectus, or any
amendment or supplement thereof, or in any application, as the case may be. With
respect to any untrue statement or omission or alleged untrue statement or
omission made in the Preliminary Prospectus, the indemnity agreement contained
in this paragraph shall not inure to the benefit of any Underwriter to the
extent that any loss, liability, claim, damage or expense of such Underwriter
results from the fact that a copy of the Statutory Prospectus was not given or
sent to the person asserting such loss, liability, claim or damage prior to the
Time of Sale or if the Prospectus was not given or sent to the person asserting
any such loss, liability, claim or damage at or prior to the written
confirmation of sale of the Securities to such person as required by the Act and
the Regulations, and if the untrue statement or omission has been corrected in
the Statutory Prospectus and Prospectus, unless such failure to deliver the
Statutory Prospectus and the Prospectus was a result of non-compliance by the
Company with its obligations under Section 3.4 hereof. The Company agrees
promptly to notify the Representative of the commencement of any litigation or
proceedings against the Company or any of its officers, directors or controlling
persons in connection with the issue and sale of the Securities or in connection
with the Registration Statement, the Statutory Prospectus or the Prospectus.

            5.1.2 PROCEDURE. If any action is brought against an Underwriter, a
Selected Dealer or a controlling person in respect of which indemnity may be
sought against the Company pursuant to Section 5.1.1, such Underwriter or
Selected Dealer, as the case may be, shall promptly notify the Company in
writing of the institution of such action and the Company shall assume the
defense of such action, including the employment and fees of counsel (subject to
the reasonable approval of such Underwriter or Selected Dealer) and payment of
actual expenses. Such Underwriter, Selected Dealer or controlling person shall
have the right to employ its or their own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of such Underwriter,
Selected Dealer or controlling person unless: (i) the employment of such counsel
at the expense of the Company shall have been authorized in writing by the
Company in connection with the defense of such action; (ii) the Company shall
not have employed counsel to have charge of the defense of such action; or (iii)
such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which



                                       23


are different from or additional to those available to the Company (in which
case the Company shall not have the right to direct the defense of such action
on behalf of the indemnified party or parties), in any of which events the
reasonable fees and expenses of not more than one additional firm of attorneys
selected by the Underwriter, Selected Dealer and/or controlling person shall be
borne by the Company. Notwithstanding anything to the contrary contained herein,
if the Underwriter, Selected Dealer or controlling person shall assume the
defense of such action as provided above, the Company shall have the right to
approve the terms of any settlement of such action which approval shall not be
unreasonably withheld.

       5.2 INDEMNIFICATION OF THE COMPANY. Each Underwriter, severally and not
jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to the several Underwriters, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Statutory Prospectus and the
Registration Statement or Prospectus or any amendment or supplement thereto or
in any application, in reliance upon, and in strict conformity with, written
information furnished to the Company with respect to such Underwriter by or on
behalf of the Underwriter expressly for use in such Preliminary Prospectus,
Statutory Prospectus and the Registration Statement or Prospectus or any
amendment or supplement thereto or in any such application. In case any action
shall be brought against the Company or any other person so indemnified based on
any Preliminary Prospectus, Statutory Prospectus or the Registration Statement
or Prospectus or any amendment or supplement thereto or any application, and in
respect of which indemnity may be sought against any Underwriter, such
Underwriter shall have the rights and duties given to the Company, and the
Company and each other person so indemnified shall have the rights and duties
given to the several Underwriters by the provisions of Section 5.1.2.

       5.3 CONTRIBUTION.

            5.3.1 CONTRIBUTION RIGHTS. In order to provide for just and
equitable contribution under the Act in any case in which (i) any person
entitled to indemnification under this Section 5 makes claim for indemnification
pursuant hereto but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 5 provides for indemnification in such case, or (ii) contribution
under the Act, the Exchange Act or otherwise may be required on the part of any
such person in circumstances for which indemnification is provided under this
Section 5, then, and in each such case, the Company and the Underwriters shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by the Company and
the Underwriters, in such proportions as is appropriate to reflect (a) the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party on the other, from the Offering; or (b) if the
allocation provided by the foregoing clause (a) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other, in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative benefit received by the Company on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total proceeds from the Offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by the Underwriters; provided that, no person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Public Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay in respect of
such losses, liabilities, claims, damages and expenses. For purposes of this
Section, each director, officer and employee of an Underwriter or the Company,
as applicable, and each person, if any, who controls an Underwriter or the
Company, as


                                       24


applicable, within the meaning of Section 15 of the Act shall have the same
rights to contribution as the Underwriters or the Company, as applicable.

            5.3.2 CONTRIBUTION PROCEDURE. Within fifteen days after receipt by
any party to this Agreement (or its representative) of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for
contribution in respect thereof is to be made against another party
("contributing party"), notify the contributing party of the commencement
thereof, but the omission to so notify the contributing party will not relieve
it from any liability which it may have to any other party other than for
contribution hereunder. In case any such action, suit or proceeding is brought
against any party, and such party notifies a contributing party or its
representative of the commencement thereof within the aforesaid fifteen days,
the contributing party will be entitled to participate therein with the
notifying party and any other contributing party similarly notified. Any such
contributing party shall not be liable to any party seeking contribution on
account of any settlement of any claim, action or proceeding effected by such
party seeking contribution on account of any settlement of any claim, action or
proceeding effected by such party seeking contribution without the written
consent of such contributing party. The contribution provisions contained in
this Section are intended to supersede, to the extent permitted by law, any
right to contribution under the Act, the Exchange Act or otherwise available.
The Underwriters' obligations to contribute pursuant to this Section 5.3 are
several and not joint.

6. DEFAULT BY AN UNDERWRITER.

       6.1 DEFAULT NOT EXCEEDING 10% OF FIRM UNITS OR OPTION UNITS. If any
Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Units or the Option Units, if the over-allotment option is
exercised, hereunder, and if the number of the Firm Units or Option Units with
respect to which such default relates does not exceed in the aggregate 10% of
the number of Firm Units or Option Units that all Underwriters have agreed to
purchase hereunder, then such Firm Units or Option Units to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to
their respective commitments hereunder.

       6.2 DEFAULT EXCEEDING 10% OF FIRM UNITS OR OPTION UNITS. In the event
that the default addressed in Section 6.1 above relates to more than 10% of the
Firm Units or Option Units, you may in your discretion arrange for yourself or
for another party or parties to purchase such Firm Units or Option Units to
which such default relates on the terms contained herein. If within one business
day after such default relating to more than 10% of the Firm Units or Option
Units you do not arrange for the purchase of such Firm Units or Option Units,
then the Company shall be entitled to a further period of one business day
within which to procure another party or parties satisfactory to you to purchase
said Firm Units or Option Units on such terms. In the event that neither you nor
the Company arrange for the purchase of the Firm Units or Option Units to which
a default relates as provided in this Section 6, this Agreement may be
terminated by you or the Company without liability on the part of the Company
(except as provided in Sections 3.13 and 5 hereof) or the several Underwriters
(except as provided in Section 5 hereof); PROVIDED, HOWEVER, that if such
default occurs with respect to the Option Units, this Agreement will not
terminate as to the Firm Units; and PROVIDED FURTHER that nothing herein shall
relieve a defaulting Underwriter of its liability, if any, to the other several
Underwriters and to the Company for damages occasioned by its default hereunder.

       6.3 POSTPONEMENT OF CLOSING DATE. In the event that the Firm Units or
Option Units to which the default relates are to be purchased by the
non-defaulting Underwriters, or are to be purchased by another party or parties
as aforesaid, you or the Company shall have the right to postpone the Closing
Date or Option Closing Date for a reasonable period, but not in any event
exceeding five business days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus or in any other
documents and arrangements, and the Company agrees to file promptly any
amendment to the Registration Statement or the Prospectus that in the opinion of
counsel for the Underwriters may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any party substituted
under this Section 6 with like effect as if it had originally been a party to
this Agreement with respect to such Securities.


                                       25


7. RIGHT TO APPOINT REPRESENTATIVE. From the Effective Date until the
consummation of a Business Combination, upon notice from FBW to the Company, FBW
shall have the right to send a representative (who need not be the same
individual from meeting to meeting) to observe each meeting of the Board of
Directors of the Company; provided that such representative shall sign a
Regulation FD compliant confidentiality agreement which is reasonably acceptable
to FBW and its counsel in connection with such representative's attendance at
meetings of the Board of Directors; and provided further that upon written
notice to FBW, the Company may exclude the representative from meetings where,
in the written opinion of counsel for the Company, the representative's presence
would destroy the attorney-client privilege. The Company agrees to give FBW
written notice of each such meeting and to provide FBW with an agenda and
minutes of the meeting no later than it gives such notice and provides such
items to the other directors, and reimburse the representative of FBW for its
reasonable out-of-pocket expenses incurred in connection with its attendance at
the meeting, including but not limited to, food, lodging and transportation.

8. ADDITIONAL COVENANTS.

       8.1 INTENTIONALLY OMITTED.

       8.2 ADDITIONAL SHARES OR OPTIONS. The Company hereby agrees that until
the Company consummates a Business Combination, it shall not issue any shares of
Common Stock or any options or other securities convertible into Common Stock,
or any shares of Preferred Stock which participate in any manner in the Trust
Fund or which vote as a class with the Common Stock on a Business Combination.

       8.3 TRUST FUND WAIVER LETTERS. The Company hereby agrees that it will
not commence its due diligence investigation of any operating business which
the Company seeks to acquire ("TARGET BUSINESS") or obtain the services of
any vendor unless and until the Target Business or the vendor executes a
waiver letter in the form attached hereto as EXHIBIT A and B, respectively.
Furthermore, each officer and director of the Company shall execute a waiver
letter in the form attached hereto as EXHIBIT C.

       8.4 INSIDER LETTERS. The Company shall not take any action or omit to
take any action which would cause a breach of any of the Insider Letters
executed between each Initial Stockholder and FBW and will not allow any
amendments to, or waivers of, such Insider Letters without the prior written
consent of FBW.

       8.5 CERTIFICATE OF INCORPORATION AND BY-LAWS. The Company shall not take
any action or omit to take any action that would cause the Company to be in
breach or violation of its Certificate of Incorporation or By-Laws. Prior to the
consummation of a Business Combination, the Company will not amend its
Certificate of Incorporation without the prior written consent of FBW.

       8.6 BLUE SKY REQUIREMENTS. The Company shall provide counsel to the
Representative with ten copies of all proxy information and all related material
filed with the Commission in connection with a Business Combination concurrently
with such filing with the Commission. In addition, the Company shall furnish any
other state in which its initial public offering was registered, such
information as may be requested by such state.

       8.7 INTENTIONALLY OMITTED.

       8.8 ACQUISITION/LIQUIDATION PROCEDURE. The Company agrees: (i) that,
prior to the consummation of any Business Combination, it will submit such
transaction to the Company's stockholders for their approval ("BUSINESS
COMBINATION VOTE") even if the nature of the acquisition is such as would not
ordinarily require stockholder approval under applicable state law; and (ii)
that, in the event that the Company does not effect a Business Combination
within 18 months from the consummation of this Offering (subject to extension
for an additional six-month period, as described in



                                       26



the Prospectus), the Company will be liquidated and will distribute to all
holders of IPO Shares (defined below) an aggregate sum equal to the Company's
"Liquidation Value." The Company's "Liquidation Value" shall mean the Company's
book value, as determined by the Company and audited by GGK. In no event,
however, will the Company's Liquidation Value be less than the Trust Fund,
inclusive of any net interest income thereon. Only holders of IPO Shares shall
be entitled to receive liquidating distributions and the Company shall pay no
liquidating distributions with respect to any other shares of capital stock of
the Company. With respect to the Business Combination Vote, the Company shall
cause all of the Initial Stockholders to vote the shares of Common Stock owned
by them immediately prior to this Offering, as well as any shares of Common
Stock acquired in connection with or following this Offering, in accordance with
the vote of the holders of a majority of the IPO Shares present, in person or by
proxy, at a meeting of the Company's stockholders called for the Business
Combination Vote. At the time the Company seeks approval of any potential
Business Combination, the Company will offer each of holders of the Company's
Common Stock issued in this Offering (the "IPO SHARES") the right to convert
their IPO Shares at a per share price equal to the amount in the Trust Fund
(inclusive of any interest income therein) on the record date (the "CONVERSION
PRICE") for determination of stockholders entitled to vote upon the proposal to
approve such Business Combination (the "RECORD DATE") divided by the total
number of IPO Shares. If holders of less than 20% in interest of the Company's
IPO Shares vote against such approval of a Business Combination, the Company
may, but will not be required to, proceed with such Business Combination. If the
Company elects to so proceed, it will convert shares, based upon the Conversion
Price, from those holders of IPO Shares who affirmatively requested such
conversion and who voted against the Business Combination. If holders of 20% or
more in interest of the IPO Shares vote against approval of any potential
Business Combination, the Company will not proceed with such Business
Combination and will not convert such shares.

       8.9 RULE 419. The Company agrees that it will use its best efforts to
prevent the Company from becoming subject to Rule 419 under the Act prior to the
consummation of any Business Combination, including, but not limited to, using
its best efforts to prevent any of the Company's outstanding securities from
being deemed to be a "penny stock" as defined in Rule 3a-51-1 under the Exchange
Act during such period.

       8.10 AFFILIATED TRANSACTIONS. The Company shall cause each of Robert J.
Hanks and David A.R. Dullum to agree that, in order to minimize potential
conflicts of interest which may arise from multiple affiliations, such Initial
Stockholders will present to the Company for its consideration, prior to
presentation to any other person or company, 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
Initial Stockholders cease to be an officer or director of the Company, subject
to any pre-existing fiduciary obligations such Initial Stockholders might have
or new fiduciary obligations related to or affiliated with entities to whom such
Initial Stockholders have pre-existing fiduciary obligations including, but not
limited to, fiduciary obligations to next generation, follow-on or successor
entities to any entities to which such Initial Stockholders have pre-existing
obligations or as otherwise set forth in the Registration Statement.

       8.11 TARGET NET ASSETS. The Company agrees that the initial Target
Business that it acquires must have a fair market value equal to at least 80% of
the Company's net assets at the time of such acquisition (excluding the
non-accountable expense allowance). The fair market value of such business must
be determined by the Board of Directors of the Company based upon standards
generally accepted by the financial community, such as actual and potential
sales, earnings and cash flow and book value. If the Board of Directors of the
Company is not able to independently determine that the target business has a
fair market value of at least 80% of the Company's fair market value at the time
of such acquisition, the Company will obtain an opinion from an unaffiliated,
independent investment banking firm which is a member of the NASD with respect
to the satisfaction of such criteria. The Company is not required to obtain an
opinion from an investment banking firm as to the fair market value if the
Company's Board of Directors independently determines that the Target Business
does have sufficient fair market value.


                                       27


9. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. Except as the context
otherwise requires, all representations, warranties and agreements contained in
this Agreement shall be deemed to be representations, warranties and agreements
at the Closing Dates and such representations, warranties and agreements of the
Underwriters and Company, including the indemnity agreements contained in
Section 5 hereof, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any Underwriter, the Company or any
controlling person, and shall survive termination of this Agreement or the
issuance and delivery of the Securities to the several Underwriters until the
earlier of the expiration of any applicable statute of limitations and the
seventh anniversary of the later of the Closing Date or the Option Closing Date,
if any, at which time the representations, warranties and agreements shall
terminate and be of no further force and effect.

10. EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION THEREOF.

       10.1 EFFECTIVE DATE. This Agreement shall become effective on the
Effective Date at the time the Registration Statement is declared effective by
the Commission.

       10.2 TERMINATION. You shall have the right to terminate this Agreement at
any time prior to any Closing Date, (i) if any domestic or international event
or act or occurrence has materially disrupted, or in your opinion will in the
immediate future materially disrupt, general securities markets in the United
States; or (ii) if trading on the New York Stock Exchange, AMEX, Nasdaq or on
the NASD OTC Bulletin Board (or successor trading market) shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been fixed, or maximum
ranges for prices for securities shall have been required on the NASD OTC
Bulletin Board or by order of the Commission or any other government authority
having jurisdiction; or (iii) if a banking moratorium has been declared by a New
York State or federal authority; or (iv) if a moratorium on foreign exchange
trading has been declared which materially adversely impacts the United States
securities market; or (v) if the Company shall have sustained a material loss by
fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity
or malicious act which, whether or not such loss shall have been insured, will,
in your opinion, make it inadvisable to proceed with the delivery of the Units;
or (vi) if any of the Company's representations, warranties or covenants
hereunder are breached; or (vii) if the United States shall have become involved
in a new war or an increase in major hostilities; or (viii) if the
Representative shall have become aware after the date hereof of such a material
adverse change in the conditions or prospects of the Company, or such adverse
material change in general market conditions including, without limitation, as a
result of terrorist activities after the date hereof, as in the Representative's
judgment would make it impracticable to proceed with the offering, sale and/or
delivery of the Units or to enforce contracts made by the Underwriters for the
sale of the Securities.

       10.3 EXPENSES. In the event that this Agreement shall not be carried out
for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the obligations of the Company to pay the
out of pocket expenses related to the transactions contemplated herein shall be
governed by Section 3.13.1 hereof.

       10.4 INDEMNIFICATION. Notwithstanding any contrary provision contained in
this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of
Section 5 shall not be in any way effected by, such election or termination or
failure to carry out the terms of this Agreement or any part hereof.

11. MISCELLANEOUS.

       11.1 NOTICES. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and shall be mailed, delivered or
telecopied and confirmed and shall be deemed given when so delivered or
telecopied and confirmed or if mailed, two days after such mailing


                                       28



If to the Representative:

                  Ferris, Baker Watts, Incorporated
                  100 Light Street
                  Baltimore, Maryland  21202
                  Facsimile: (410) 659-4632
                  Attn:  Richard K. Prins

   Copy to:

                  Venable LLP
                  8010 Towers Crescent Drive
                  Suite 300
                  Vienna, VA 22182
                  Facsimile: (703) 821-8949
                  Attn:    Elizabeth R. Hughes, Esq.

If to the Company:

                  Harbor Acquisition Corporation
                  One Boston Place
                  Suite 3630
                  Boston, MA 02108
                  Attn:  Robert J. Hanks

   Copy to:

                  Davis, Malm & D'Agostine, P.C.
                  One Boston Place, 37th Floor
                  Boston, MA  02108
                  Attn:  Andrew D. Myers, Esq.

       11.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

       11.3 AMENDMENT. This Agreement may only be amended by a written
instrument executed by each of the parties hereto.

       11.4 ENTIRE AGREEMENT. This Agreement (together with the other agreements
and documents being delivered pursuant to or in connection with this Agreement)
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and thereof, and supersede all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

       11.5 BINDING EFFECT. This Agreement shall inure solely to the benefit of
and shall be binding upon the Representative, the Underwriters, the Company and
the Selected Dealers, controlling persons, directors and officers referred to in
Section 5 hereof, and their respective successors, legal representatives and
assigns, and no other person shall have or be construed to have any legal or
equitable right, remedy or claim under or in respect of or by virtue of this
Agreement or any provisions herein contained.

       11.6 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Maryland, without giving
effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of, relating in any way to this
Agreement shall be brought and enforced in the Maryland Circuit Court, for the
City of Baltimore or in the United States District Court for Baltimore, and
irrevocably submits to such jurisdiction, which



                                       29


jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
11 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

       11.7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.

       11.8 WAIVER, ETC. The failure of any of the parties hereto to at any time
enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of
this Agreement or any provision hereof or the right of any of the parties hereto
to thereafter enforce each and every provision of this Agreement. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this
Agreement shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is
sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       30


       If the foregoing correctly sets forth the understanding between the
Underwriters and the Company, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement between
us.

                                         Very truly yours,

                                         HARBOR ACQUISITION CORPORATION



                                         By:
                                            -----------------------------------
                                         Name:  Robert J. Hanks
                                         Title: Chief Executive Officer

Accepted on the date first
above written.

FERRIS, BAKER WATTS, INCORPORATED.

Acting on behalf of itself and as a
representative of the several Underwriters
named in Schedule I annexed hereto.


By:
   -----------------------------------
   Name:
   Title:


                                       31


                                   SCHEDULE I

                         HARBOR ACQUISITION CORPORATION

                                10,000,000 UNITS

                                                        NUMBER OF FIRM UNITS
       UNDERWRITER                                         TO BE PURCHASED
       -----------                                      --------------------
Ferris, Baker Watts, Incorporated
Ladenburg Thalmann & Co. Inc.
Brean Murray, Carret & Co.

                                                        -------------------
TOTAL:
                                                        ===================




                                    EXHIBIT A

Harbor Acquisition Corporation
One Boston Place
Suite 3630
Boston, MA 02108

Gentlemen:

       Reference is made to the Final Prospectus of Harbor Acquisition
Corporation ("HARBOR"), dated __________, 2005 (the "PROSPECTUS"). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in Prospectus.

       We have read the Prospectus and understand that Harbor has established
the Trust Fund, initially in an amount of $__________ for the benefit of the
Public Stockholders and that Harbor may disburse monies from the Trust Fund only
(i) to the Public Stockholders in the event of the redemption of their shares or
the liquidation of Harbor or (ii) to Harbor and the Underwriters after Harbor
consummates a Business Combination.

       For and in consideration of Harbor agreeing to evaluate the undersigned
for purposes of consummating a Business Combination with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any
kind in or to any monies in the Trust Fund (the "CLAIM") and hereby waives any
Claim it may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with Harbor and will not seek recourse
against the Trust Fund for any reason whatsoever.



                                        ---------------------------------------
                                        Print Name of Target Business



                                        ---------------------------------------
                                        Authorized Signature of Target Business



                                    EXHIBIT B

Harbor Acquisition Corporation
One Boston Place
Suite 3630
Boston, MA 02108

Gentlemen:

       Reference is made to the Final Prospectus of Harbor Acquisition
Corporation ("HARBOR"), dated ___________, 2005 (the "PROSPECTUS"). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in Prospectus.

       We have read the Prospectus and understand that Harbor has established
the Trust Fund, initially in an amount of $__________ for the benefit of the
Public Stockholders and that Harbor may disburse monies from the Trust Fund
only: (i) to the Public Stockholders in the event of the redemption of their
shares or the liquidation of Harbor; or (ii) to Harbor and the Underwriters
after Harbor consummates a Business Combination.

       For and in consideration of Harbor engaging the services of the
undersigned, the undersigned hereby agrees that it does not have any right,
title, interest or claim of any kind in or to any monies in the Trust Fund (the
"CLAIM") and hereby waives any Claim it may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with Harbor and
will not seek recourse against the Trust Fund for any reason whatsoever.



                                        ---------------------------------------
                                        Print Name of Lender



                                        ---------------------------------------
                                        Authorized Signature of Lender



                                    EXHIBIT C

Harbor Acquisition Corporation
One Boston Place
Suite 3630
Boston, MA 02108

Gentlemen:

       The undersigned officer or director of Harbor Acquisition Corporation
("HARBOR") hereby acknowledges that Harbor has established the Trust Fund,
initially in an amount of $___________ for the benefit of the Public
Stockholders and that Harbor may disburse monies from the Trust Fund only (i) to
the Public Stockholders in the event of the redemption of their shares or the
liquidation of Harbor or (ii) to Harbor and the Underwriters after Harbor
consummates a Business Combination.

       The undersigned hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Fund (the
"CLAIM") and hereby waives any Claim it may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with Harbor and
will not seek recourse against the Trust Fund for any reason whatsoever.

       Notwithstanding the foregoing, such waiver shall not apply to any shares
acquired by the undersigned in the public market.





                                        ---------------------------------------
                                        Print Name of Officer/Director



                                        ---------------------------------------
                                        Authorized Signature of Officer/Director

EX-3.3

                            CERTIFICATE OF AMENDMENT
                                       of
                         HARBOR ACQUISITION CORPORATION

     The undersigned, being the duly elected and acting Chairman of Harbor
Acquisition Corporation (the "Corporation"), does hereby certify and state that
the following action has been adopted as of the date hereof in accordance with
the provisions of Section 228(e) of the General Corporation Law of the State of
Delaware:


     FIRST:   The name of the corporation is: Harbor Acquisition Corporation
              (the "Corporation").

     SECOND:   Paragraph A of Article IV of the Certificate of Incorporation of
               the Corporation is hereby amended by deletion of said Paragraph A
               in its entirety and substitution therefor by the following new
               Paragraph A:

         FOURTH:   The Corporation is authorized to issue two classes of
                   stock to be designated, respectively, "Common Stock" and
                   "Preferred Stock." The total number of shares the
                   Corporation is authorized to issue is Seventy-One Million
                   (71,000,000) shares of which Seventy Million (70,000,000)
                   shall be common stock (the "Common Stock") and One Million
                   (1,000,000) shares of which shall be preferred stock (the
                   "Preferred Stock"). The Preferred Stock shall have a par
                   value of $0.0001 per share and the Common Stock shall have
                   a par value of $0.0001 per share.

     THIRD:   This Certificate of Amendment shall be effective upon filing with
               the Secretary of State of the State of Delaware.


     Dated:   April 14, 2006

                                       HARBOR ACQUISITION CORPORATION



                                       By:
                                          -----------------------------------
                                          Robert J. Hanks,
                                          CHIEF EXECUTIVE OFFICER

EX-4.5

                                                                     EXHIBIT 4.5

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) FERRIS, BAKER WATTS, INCORPORATED ("FBW") OR AN UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR
PARTNER OF FBW OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION
BY HARBOR ACQUISITION CORPORATION ("COMPANY") OF A MERGER, CAPITAL STOCK
EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS
COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT
(DEFINED HEREIN)) OR , 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
;______________, 2011.

                          FORM OF UNIT PURCHASE OPTION

                               FOR THE PURCHASE OF

                                  500,000 UNITS

                                       OF

                         HARBOR ACQUISITION CORPORATION



1.   PURCHASE OPTION.

     THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf
of Ferris, Baker Watts, Incorporated ("HOLDER"), as registered owner of this
Purchase Option, to Harbor Acquisition Corporation ("COMPANY"), Holder is
entitled, at any time or from time to time upon the later of the consummation of
a Business Combination or , 2007 ("COMMENCEMENT DATE"), and at or before 5:00
p.m., New York City local time, __________________, 2011 ("EXPIRATION DATE"),
but not thereafter, to subscribe for, purchase and receive, in whole or in part,
up to Five Hundred Thousand (500,000) units ("UNITS") of the Company, each Unit
consisting of one share of common stock of the Company, par value $0.0001 per
share ("COMMON STOCK"), and two warrants ("WARRANT(S)") expiring five years from
the effective date ("EFFECTIVE DATE") of the registration statement
("REGISTRATION STATEMENT") pursuant to which Units are offered for sale to the
public ("OFFERING"). Each Warrant is the same as the warrants included in the
Units being registered for sale to the public by way of the Registration
Statement ("PUBLIC WARRANTS"), except that the Warrants shall have an exercise
price of $6.25 per whole share, subject to adjustment as provided in Section 4
of the Warrant Agreement and shall be entitled to cashless exercise rights as
provided in Section 3.4 thereof. If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate the
Purchase Option. This Purchase Option is initially exercisable at $7.50 per Unit
so purchased; provided, however, that upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price per Unit and the number of Units (and shares of
Common Stock and Warrants) to be received upon such exercise, shall be adjusted
as therein specified. The term "EXERCISE PRICE" shall mean the initial exercise
price or the adjusted exercise price, depending on the context.


                                       1





2.   EXERCISE.

     2.1 EXERCISE FORM. In order to exercise this Purchase Option, the exercise
form attached hereto as EXHIBIT A must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the
Exercise Price for the Units being purchased payable in cash or by certified
check or official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time, on the
Expiration Date this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.

     2.2 CASHLESS EXERCISE.

          2.2.1 DETERMINATION OF AMOUNT. In lieu of the payment of the Exercise
Price multiplied by the number of Units for which this Purchase Option is
exercisable and in lieu of being entitled to receive Units in the manner
required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of the Purchase
Option into Units ("Conversion Right") as follows: upon exercise of the
Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of any of the Exercise Price in cash) that number of Units equal to
the quotient obtained by dividing (x) the "Value" (as defined below) of the
portion of the Purchase Option being converted by (y) the "Current Market Price"
(as defined below). The "Value" of the portion of the Purchase Option being
converted shall equal the remainder derived from subtracting (a)(i) the Exercise
Price of a Unit multiplied by (ii) the number of Units underlying the portion of
this Purchase Option being converted from (b) the Current Market Price of a Unit
multiplied by the number of Units underlying the portion of the Purchase Option
being converted.

The "Current Market Price" of a Unit at any date shall mean (i) if the Units are
listed on a national securities exchange or quoted on the Nasdaq National
Market, the Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor
such as the Bulletin Board Exchange), the average closing price of a Unit for
the thirty (30) trading days immediately preceding the date of determination of
the Current Market Price in the principal trading market for the Units as
reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the
Units are not listed on a national securities exchange or quoted on the Nasdaq
National Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or
successor such as the Bulletin Board Exchange), but is traded in the residual
over-the-counter market, the closing bid price for a Unit on the last trading
day preceding the date in question for which such quotations are reported by the
Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair
market value of the Units cannot be determined pursuant to clause (i) or (ii)
above, such price as the Board of Directors of the Company shall determine, in
good faith.

          2.2.2 MECHANICS OF CASHLESS EXERCISE. The Cashless Exercise Right may
be exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering the Purchase Option with
the duly executed exercise form attached hereto with the cashless exercise
section completed to the Company, exercising the Cashless Exercise Right and
specifying the total number of Units the Holder will purchase pursuant to such
Cashless Exercise Right.

3.   TRANSFER.

     3.1 GENERAL RESTRICTIONS. The registered Holder of this Purchase Option, by
its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate this Purchase Option for a period of one year following the
Effective Date to anyone other than (i) FBW or an underwriter or a selected
dealer in connection with the Offering, or (ii) a bona fide officer or partner
of FBW or of any such underwriter or selected dealer. On and after the first
anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto as EXHIBIT B duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right


                                       2





to purchase the aggregate number of Units purchasable hereunder or such portion
of such number as shall be contemplated by any such assignment.

     3.2 RESTRICTIONS IMPOSED BY THE ACT. The securities evidenced by this
Purchase Option shall not be transferred unless and until (i) the Company has
received the opinion of counsel for the Holder that the securities may be
transferred pursuant to an exemption from registration under the Act and
applicable state securities laws, the availability of which is established to
the reasonable satisfaction of the Company (the Company hereby agreeing that the
opinion of Davis, Malm & D'Agostine, P.C. shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a
post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the
Securities and Exchange Commission (the "COMMISSION") and compliance with
applicable state securities law has been established.

4.   NEW PURCHASE OPTIONS TO BE ISSUED.

     4.1 PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the number
of Units purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

     4.2 LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Purchase Option and
of reasonably satisfactory indemnification or the posting of a bond, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.

5.   INTENTIONALLY OMITTED.

6.   ADJUSTMENTS.

     6.1 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Price and the number of Units underlying the Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:

          6.1.1 STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and
subject to the provisions of Section 6.4 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common
Stock or by a split-up of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock underlying
each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common
Stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $7.50 per whole Unit (each Warrant
underlying the Units is exercisable for $6.25 per share), upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase of
one Unit at $7.50 per Unit, each Unit entitling the holder to receive two shares
of Common Stock and four Warrants (each Warrant exercisable for $3.125 per
share).

          6.1.2 AGGREGATION OF SHARES. If after the date hereof, and subject to
the provisions of Section 6.4, the number of outstanding shares of Common Stock
is decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, on the effective date thereof, the
number of shares of Common Stock underlying each of the Units purchasable
hereunder shall be decreased in proportion to such decrease in outstanding
shares. In such case, the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each of the Units
purchasable hereunder shall be adjusted in accordance with the terms of the
Warrants.


                                       3





          6.1.3 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

          6.1.4 CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase Option
need not be changed because of any change pursuant to this Section, and Purchase
Options issued after such change may state the same Exercise Price and the same
number of Units as are stated in the Purchase Options initially issued pursuant
to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Options reflecting a required or permissive change shall not be deemed to waive
any rights to an adjustment occurring after the Commencement Date or the
computation thereof.

     6.2 SUBSTITUTE PURCHASE OPTION. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental Purchase Option providing that the holder of each Purchase Option
then outstanding or to be outstanding shall have the right thereafter (until the
stated expiration of such Purchase Option) to receive, upon exercise of such
Purchase Option, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the Company for which such Purchase Option might
have been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental Purchase Option shall provide for adjustments which
shall be identical to the adjustments provided in Section 6. The above provision
of this Section shall similarly apply to successive consolidations or mergers.

     6.3 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required
to issue certificates representing fractions of shares of Common Stock or
Warrants upon the exercise of the Purchase Option, nor shall it be required to
issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of Warrants, shares of Common Stock or
other securities, properties or rights.

7. RESERVATION AND LISTING. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options or the Warrants underlying the
Purchase Option, such number of shares of Common Stock or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Options and payment of
the Exercise Price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any stockholder. The
Company further covenants and agrees that upon exercise of the Warrants
underlying the Purchase Options and payment of the respective Warrant exercise
price therefor, all shares of Common Stock and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder. As long as the Purchase
Options shall be outstanding, the Company shall use its best efforts to cause
all (i) Units and shares of Common Stock issuable upon exercise of the Purchase
Options, (iii) Warrants issuable upon exercise of the Purchase Options and (iv)
shares of Common Stock issuable upon exercise of the Warrants included in the
Units issuable upon exercise of the Purchase Option to be listed


                                       4





(subject to official notice of issuance) on all securities exchanges (or, if
applicable on the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or
any successor trading market) on which the Units, the Common Stock or the Public
Warrants issued to the public in connection herewith may then be listed and/or
quoted.

8.   CERTAIN NOTICE REQUIREMENTS.

     8.1 HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent as a stockholder for
the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. If, however, at any time prior to
the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall give written notice of such event at least fifteen days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to
each Holder a copy of each notice given to the other stockholders of the Company
at the same time and in the same manner that such notice is given to the
stockholders.

     8.2 EVENTS REQUIRING NOTICE. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares
of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.

     8.3 NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly after
an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change ("PRICE NOTICE"). The Price
Notice shall describe the event causing the change and the method of calculating
same and shall be certified as being true and accurate by the Company's
President and Chief Executive Officer.

     8.4 TRANSMITTAL OF NOTICES. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: (i) if to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company
may designate by notice to the Holders:


             Harbor Acquisition Corporation
             One Boston Place - Suite 3630
             Boston, Massachusetts 02108
             Attn:  Chief Executive Officer

9.   MISCELLANEOUS.

     9.1 AMENDMENTS. The Company and FBW may from time to time supplement or
amend this Purchase Option without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
that the Company and FBW may deem necessary or desirable and that the Company
and FBW deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is
sought.


                                       5





     9.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

     9.3 ENTIRE AGREEMENT. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     9.4 BINDING EFFECT. This Purchase Option shall inure solely to the benefit
of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.

     9.5 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall
be governed by and construed and enforced in accordance with the laws of the
State of Maryland, without giving effect to conflict of laws. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of Maryland or of the United States of America for the
District of Maryland, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

     9.6 WAIVER, ETC. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.

     9.7 EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.

     9.8 EXCHANGE AGREEMENT. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete exercise of this Purchase Option by Holder, if the Company and FBW
enter into an agreement ("EXCHANGE AGREEMENT") pursuant to which they agree that
all outstanding Purchase Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.


   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]


                                       6




IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
its duly authorized officer as of the ______ day of ________, 2006.



                                 HARBOR ACQUISITION CORPORATION


                                 By:
                                    --------------------------------------
                                    Robert J. Hanks,
                                    Chief Executive Officer



                                       7





                                    EXHIBIT A

                  Form to be used to exercise Purchase Option:


Harbor Acquisition Corporation
One Boston Place - Suite 3630
Boston, Massachusetts 02108


Date:                    , 200
     -------------------      ----

     The undersigned hereby elects irrevocably to exercise all or a portion
of the within Purchase Option and to purchase ________ Units of Harbor
Acquisition Corporation and hereby makes payment of $_____ (at the rate of
$_____ per Unit) in payment of the Exercise Price pursuant thereto. Please
issue the Common Stock and Warrants as to which this Purchase Option is
exercised in accordance with the instructions given below.

                                       or

The undersigned hereby elects irrevocably to convert its right to purchase
________ Units purchasable under the within Purchase Option by surrender of
the unexercised portion of the attached Purchase Option (with a "Value" based
of $ based on a "Market Price" of $_____). Please issue the securities
comprising the Units as to which this Purchase Option is exercised in
accordance with the instructions given below.

                                    ---------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the purchase option in
                                    every particular, without alteration or
                                    enlargement or any change whatever.


Signature(s) Guaranteed:


- -------------------------------------

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name
    -----------------------------------------------------------------
                         (Print in Block Letters)


Address
       --------------------------------------------------------------




                                      A-1





                                    EXHIBIT B

                   Form to be used to assign Purchase Option:

                                   ASSIGNMENT

     (To be executed by the registered Holder to effect a transfer of the within
Purchase Option):

     FOR VALUE RECEIVED, _____________________________ does hereby sell, assign
and transfer unto the right to purchase Units of Harbor Acquisition Corporation
("COMPANY") evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.

Dated:                       , 200
     -----------------------


                                    ---------------------------------------
                                    Signature

                                    ---------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the purchase option in
                                    every particular, without alteration or
                                    enlargement or any change whatever.


Signature(s) Guaranteed:


- -------------------------------------------------------------------------------

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).

EX-10.3

                                                                    EXHIBIT 10.3

                  FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

       This Agreement is made as of _______ __, 2006 by and between Harbor
Acquisition Corporation (the "COMPANY") and Continental Stock Transfer & Trust
Company ("TRUSTEE").

       WHEREAS, the Company's Registration Statement on Form S-1, No. 333-126300
("REGISTRATION STATEMENT"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof by the Securities and
Exchange Commission ("EFFECTIVE DATE"); and

       WHEREAS, Ferris, Baker Watts, Incorporated ("FBW") is acting as the lead
underwriter in the IPO; and

       WHEREAS, as described in the Company's Registration Statement, and in
accordance with the Company's Certificate of Incorporation, $57,800,000 of the
gross proceeds of the IPO ($66,350,000 if the underwriters over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held
in a trust account for the benefit of the Company and the holders of the
Company's common stock, par value $0.0001 per share, issued in the IPO as
hereinafter provided (the amount to be delivered to the Trustee will be referred
to herein as the "PROPERTY"; the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the "PUBLIC STOCKHOLDERS," and
the Public Stockholders and the Company will be referred to together as the
"BENEFICIARIES"); and

       WHEREAS, a portion of the Property consists of $1,350,000 attributable to
the underwriters' non-accountable expense allowance which FBW has agreed to
deposit in the Trust Account; and

       WHEREAS, a portion of the Property consists of $1,300,000 attributable to
the placement of warrants issued by the Company to certain of its initial
stockholders; and

       WHEREAS, a portion of the Property consists of a loan in the principal
amount of $150,000 from certain of the initial stockholders of the Company; and

       WHEREAS, the Company and the Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;

       IT IS AGREED:

       1. AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and
covenants to:

            (a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement, in a segregated trust account ("TRUST
ACCOUNT") established by the Trustee at a branch of JPMorgan Chase Bank, N.A.
selected by the Company and utilizing the services of a securities broker
selected by the Company;

            (b) Manage, supervise and administer the Trust Account subject to
the terms and conditions set forth herein;

            (c) In a timely manner, upon the instruction of the Company, to
invest and reinvest the Property in any "GOVERNMENT SECURITY." As used herein,
Government Security means any Treasury Bill issued by the United States, having
a maturity of one hundred and eighty days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act;

            (d) Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the "Property," as such term is
used herein;

            (e) Notify the Company of all communications received by it with
respect to any Property requiring action by the Company;




            (f) Supply any necessary information or documents as may be
requested by the Company in connection with the Company's preparation of the tax
returns for the Trust Account;

            (g) Participate in any plan or proceeding for protecting or
enforcing any right or interest arising from the Property if, as and when
instructed by the Company and/ or FBW to do so;

            (h) Render to the Company and to FBW, and to such other person as
the Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;

            (i) As of the date of the consummation of a business combination
("BUSINESS COMBINATION"), commence liquidation of the Trust Account upon receipt
of the Officers' Certificate signed by the Chief Executive Officer and Chief
Financial Officer of the Company and in accordance with the terms of a letter
("Termination Letter"), in a form substantially similar to that attached hereto
as EXHIBIT A, signed on behalf of the Company by its President or Chairman of
the Board and Secretary or Assistant Secretary. The Trustee shall complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account to the Beneficiaries as directed in the Termination Letter and the other
documents referred to therein. The Trustee understands and agrees that, except
as provided in Section 2, disbursements from the Trust Account shall be made
only pursuant to a duly executed Termination Letter, together with the other
documents referenced herein, including, without limitation, an independently
certified oath and report of inspector of election in respect of the shareholder
vote for a Business Combination. In all cases, the Trustee shall provide FBW
with a copy of any Termination Letters, Officers' Certificates and/or any other
correspondence that it receives with respect to any proposed withdrawal from the
Trust Account promptly after it receives same; and

            (j) As of the date 18 months from the date of this Agreement (the
"LOI TERMINATION DATE") (or 24 months from the date hereof ("SECOND TERMINATION
DATE") provided the Trustee receives a bona fide, executed letter of intent or
engagement letter (the "LETTER OF INTENT") for a Business Combination), commence
liquidation of the Trust Account in accordance with the terms of a Termination
Letter, in a form substantially similar to that attached hereto as EXHIBIT B,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary of Assistant Secretary. The Trustee, upon consultation with the
Company and FBW, shall file a press release immediately to notify the Public
Stockholders of such event and take such other actions as it may deem necessary
to inform the Beneficiaries. In addition, the Trustee shall deliver the Property
against satisfactory evidence of delivery of the stock certificates by the
Public Stockholders to the Company through the Depository Trust Company, its
Deposit Withdraw Agent Commission (DWAC) system or otherwise. Notwithstanding
the foregoing, if the Trustee receives an executed Letter of Intent prior to the
LOI Termination Date accompanied by an Officers' Certificate as described in
Paragraph 2(e) hereof, then the Trustee shall forego or suspend any liquidation
of the Trust Account until the earlier of a Business Combination or 24 months
from the date hereof.

       2. LIMITED DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT.

            (a) If there is any income tax obligation relating to the income of
the Property in the Trust Account, then, at the written instruction of the
Company, the Trustee shall disburse to the Company by wire transfer, out of the
Property in the Trust Account, the amount indicated by the Company as required
to pay income taxes; and.

            (b) Upon written request from the Company, which may be given not
more than once in any calendar month, the Trustee shall distribute to the
Company by wire transfer an amount computed and certified by the Company to be
equal to the total collected and undistributed income earned on the original
amount deposited in the Trust Account for the preceding month; PROVIDED,
HOWEVER, that the maximum amount of distributions, net of taxes, that the
Company may request and the Trustee shall distribute pursuant to this Section
2(b) shall be $1,650,000 or $1,850,000 if the over-allotment is exercised by the
underwriters. It is understood that the Trustee's only responsibility under this
section is to follow the instructions of the Company.

            (c) Except as provided in Section 2(a) and 2(b) above, no other
distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) and 1(j) hereof.

                                       2




       3. AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and
covenants to:

            (a) Give all instructions to the Trustee hereunder in writing,
signed by the Company's Chief Executive Officer, President or Chairman of the
Board. In addition, except with respect to its duties under paragraph 1(i)
above, the Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which it in good
faith believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such
instructions in writing;

            (b) Hold the Trustee harmless and indemnify the Trustee from and
against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee's gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the "INDEMNIFIED
CLAIM"). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Company may participate in such action
with its own counsel; and

            (c) Pay the Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 plus an income distribution processing fee of $250 (it
being expressly understood that the Property shall not be used to pay such fee),
except that the monthly income distribution processing fee may be deducted from
the monthly distributions allowed under Sections 2(a) and 2(b)). The Company
shall pay the Trustee the initial acceptance fee and first year's fee at the
consummation of the IPO and thereafter on the anniversary of the Effective Date.
The Trustee shall refund to the Company the fee (on a pro rata basis) with
respect to any period after the liquidation of the Trust Fund. The Company shall
not be responsible for any other fees or charges of the Trustee except as may be
provided in paragraph 2(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
paragraph).

            (d) In the event that the Company consummates a Business Combination
and the Trust Account is liquidated in accordance with Paragraph 1(i) hereof,
the Trustee or another independent party designated by FBW shall act as the
inspector of election to certify the results of the shareholder vote.

            (e) The Officers' Certificate referenced in Section 1(i) hereof
shall require the Chief Executive Officer and Chief Financial Officer of the
Company to each certify either of the following: (1) prior to the LOI
Termination Date, the Company has entered into a Business Combination with a
target business, the terms of which are consistent with the requirements set
forth in the Registration Statement; or (2)(A) prior to the LOI Termination
Date, the Company has entered into a bona fide Letter of Intent with a target
business, and (B) prior to the Second Termination Date, the Company has entered
into a Business Combination with a target business, the terms of which are
consistent with the requirements set forth in the Registration Statement.

            (f) The Company hereby agrees, in connection with the vote of the
Company's stockholders regarding a Business Combination, to provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business
of soliciting proxies and tabulating stockholder votes (which firm may be the
Trustee) verifying the vote of the Company's stockholders regarding such
Business Combination.

       4. LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or
liability to:

            (a) Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful
misconduct;

                                       3




            (b) Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;

            (c) Change the investment of any Property, other than in compliance
with paragraph 1(c);

            (d) Refund any depreciation in principal of any Property;

            (e) Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a
written revocation of such authority to the Trustee;

            (f) The other parties hereto or to anyone else for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this agreement
or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written
consent thereto; and

            (g) Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration
Statement.

            (h) File income tax or information returns with the U.S. Internal
Revenue Service and payee statements with the Company, documenting the taxes
payable by the Company, if any, relating to interest earned on the Property;

            (i) Pay any taxes on behalf of the Trust Account (it being
expressly understood that, as set forth in Section 2(a), if there is any
income tax obligation relating to the income of the Property in the Trust
Account, then, at the written instruction of the Company, the Trustee shall
disburse funds out of the Property in the Trust Account in an amount
specified by the Company as necessary to pay its income tax liability; and

            (j) Compute, confirm or otherwise verify amounts requested by the
Company pursuant to Section 1(i), 2(a) and 2(b) above.

       5. CERTAIN RIGHTS OF TRUSTEE.

            (a) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or opinion of counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or opinion of counsel. The Trustee may consult with
counsel and the advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

            (b) The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

            (c) The Trustee shall not be liable for ay action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Agreement.

                                       4




            (d) The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement; it shall not be
accountable for the Company's use of the proceeds from the Trust Account.
Notwithstanding the effective date of this Agreement or anything to the contrary
contained in this Agreement, the Trustee shall have no liability or
responsibility for any act or event relating to this Agreement or the
transactions related thereto which occurs prior to the date of this Agreement,
and shall have no contractual obligations or fiduciary duties to the
Beneficiaries until the date of this Agreement.

       6. TERMINATION. This Agreement shall terminate as follows:

            (a) If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee
within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with the United
States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever;

            (b) At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of paragraph 1(i) hereof,
and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to
Paragraph 2(b); or

            (c) On such date after ______, 2008, when the Trustee deposits the
Property with the United States District Court for the Southern District of New
York in the event that, prior to such date, the Trustee has not received a
Termination Letter from the Company pursuant to Paragraph 1(i) or (j) hereof.

       7. MISCELLANEOUS.

            (a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the
Trustee will confirm such instructions with an Authorized Individual at an
Authorized Telephone Number listed on the attached EXHIBIT C. The Company and
the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons may have
obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary's bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or
other identifying number, provided it has accurately transmitted the numbers
provided.

            (b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.

            (c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of FBW.
As to any claim, cross-claim or counterclaim in any way relating to this
Agreement, each party waives the right to trial by jury.

            (d) The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the City of New York for purposes of resolving
any disputes hereunder.

                                       5




            (e) Any notice, consent or request to be given in connection with
any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile transmission:

                 if to the Trustee, to:

                 Continental Stock Transfer & Trust Company
                 17 Battery Place
                 New York, New York 10004
                 Attn: Felix Orihuela
                 Fax No.: (212) 509-5150

                 if to the Company, to:

                 Harbor Acquisition Corporation
                 One Boston Place - Suite 3630
                 Boston, Massachusetts 02108
                 Attn: Chief Executive Officer
                 Fax No.: (617) 624-8416

                 in either case with a copy to:

                 Ferris, Baker Watts, Incorporated
                 100 Light Street, 8th Floor
                 Baltimore, MD 21202
                 Attn: Richard Prins
                 Fax No.: ________________

            (f) This Agreement may not be assigned by the Trustee without the
prior consent of the Company and FBW. This Agreement may be assigned by the
Company upon written notice to the Trustee. The parties acknowledge that the
Company intends to assign its rights hereunder to a wholly-owned subsidiary
qualifying as a "security corporation" under Massachusetts tax law.

            (g) Each of the Trustee and the Company hereby represents that it
has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.

            (h) The Trustee acknowledges and agrees that it shall not make any
claims or proceed against the Trust Account, including by way of set-off, and
shall not be entitled to any funds in the Trust Account under any circumstance.

            (i) The parties hereto acknowledge that the trust established hereby
shall be a "grantor" trust within the meaning of Sections 671-679 of the
Internal Revenue Code of 1986, as amended, and that as result, the Company shall
be taxable on the income of the Trust Account during all or a portion of the
term hereof. The parties agree that all Federal, state and local income taxes
upon the income of the Trust Account shall be allocated entirely to the Trust
Account and paid by the Trustee pursuant to Section 2(a) hereof, and that the
Trustee may conclusively rely upon the Officers' Certificate referred to in said
Section 2(a) as to the computation and amount of all taxes allocable to the
Trust Account pursuant hereto.

                                       6



       IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


                                     CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                     as Trustee

                                     By:
                                        ---------------------------------------
                                     Name:
                                     Title:


                                     HARBOR ACQUISITION CORPORATION

                                     By:
                                        ---------------------------------------
                                        Robert J. Hanks, Chief Executive Officer



                                       7





                                    EXHIBIT A

                             [LETTERHEAD OF COMPANY]

[INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: ________________


Re: Trust Account No. [__________] - Termination Letter

Gentlemen:

       Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Harbor Acquisition Corporation ("COMPANY") and Continental Stock
Transfer & Trust Company ("TRUSTEE"), dated as of               , 2006 ("TRUST
AGREEMENT"), this is to advise you that the Company has entered into an
agreement ("BUSINESS AGREEMENT") with               ("TARGET BUSINESS") to
consummate a business combination with Target Business ("BUSINESS
COMBINATION") on or about [Insert Date]. The Company shall notify you at
least 48 hours in advance of the actual date of the consummation of the
Business Combination ("CONSUMMATION DATE") and provide you with an Officer's
Certificate in accordance with Paragraphs 1(i) and 3(e) of the Trust
Agreement.

       In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
shall direct in writing on the Consummation Date.

       On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated, (ii)
the Company shall deliver the oath and report of inspector of election certified
by an independent inspector which may be the Trustee or as otherwise appointed
by FBW (collectively, the "Report"); and (iii) the Company and FBW shall deliver
to you written instructions with respect to the transfer of the funds held in
the Trust Account ("Instruction Letter") along with satisfactory evidence of
delivery of the stock certificates from the Public Stockholders through the
Depository Trust Company, its Deposit Withdraw agent Commission (DWAC) system or
otherwise (the "Stock Certificates"). You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of
the counsel's letter, the Report, evidence of delivery of the Stock
Certificates, the Officers' Certificates and the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company and FBW of the same and the
Company and FBW shall issue joint written instructions directing you as to
whether such funds should remain in the Trust Account and distributed after the
Consummation Date to the Company and/or FBW. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.

In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.


                                         Very truly yours,

                                         HARBOR ACQUISITION CORPORATION


                                         By:
                                            -----------------------------------




                                    EXHIBIT B

                             [LETTERHEAD OF COMPANY]

[INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: ________________


Re: Trust Account No. [            ] - Termination Letter
                       ------------

Gentlemen:

       Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Harbor Acquisition Corporation. ("COMPANY") and Continental Stock
Transfer & Trust Company ("TRUSTEE"), dated as of               , 2006 ("TRUST
AGREEMENT"), this is to advise you that the Board of Directors of the Company
has voted to dissolve and liquidate the Company. Attached hereto is a copy of
the minutes of the meeting of the Board of Directors of the Company relating
thereto, certified by the Secretary of the Company as true and correct and in
full force and effect. All terms not defined herein shall have the meanings
ascribed to them in the Trust Agreement.

       In accordance with the terms of the Trust Agreement, we hereby
acknowledge and agree that you have full authority to commence liquidation of
the Trust Account immediately on the LOI Termination Date (unless certain
conditions have been satisfied in accordance with the terms of the Trust
Agreement) or Second Termination Date, whichever is applicable. You will notify
the Company, FBW and JPMorgan Chase Bank, N.A. ("Designated Paying Agent") in
writing as to when all of the funds in the Trust Account will be available for
immediate transfer ("Transfer Date").

       The Designated Paying Agent shall thereafter notify you as to the account
or accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company's
instructions; provided, however, that satisfactory evidence of delivery of the
stock certificates from the Public Stockholders through the Depository Trust
Company, its Deposit Withdraw Agent Commission (DWAC) system or otherwise. You
shall have no obligation to oversee the Designated Paying Agent's distribution
of the funds. Upon the payment to the Designated Paying Agent of all of the
funds in the Trust Account, the Trust Agreement shall be terminated.


                                         Very truly yours,

                                         HARBOR ACQUISITION CORPORATION


                                         By:
                                            -----------------------------------





                                    EXHIBIT C

                            AUTHORIZED INDIVIDUAL(S)
             AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S)


COMPANY:

         Harbor Acquisition Corporation
         One Boston Place - Suite 3630
         Boston, Massachusetts 02108
         Attn: Chief Executive Officer
         (617) 624-8409

FBW:

         Ferris, Baker Watts, Incorporated
         100 Light Street
         Baltimore, Maryland 21202
         Attn: Richard K. Prins
         (410) 659-4385

TRUSTEE:

         Continental Stock Transfer & Trust Company
         17 Battery Place
         New York, New York 10004
         Attn: Felix Orihuela
         (212) 845-3215

EX-10.9

                                                                    EXHIBIT 10.9

                             FORM OF PROMISSORY NOTE

$150,000.00                                                       ____  __, 2006

     FOR VALUE RECEIVED, HARBOR ACQUISITION CORPORATION, a Delaware corporation
with a principal address of One Boston Place, Suite 3630, Boston, Massachusetts
02108 (the "Company"), promises to pay to Grand Cru Management, LLC, a
Massachusetts limited liability company whose address is Suite 3630, Boston,
Massachusetts 02108 (the "Payee"), on _______ __, 2007, the principal sum of One
Hundred Fifty Thousand and no/100 Dollars ($150,000.00), with interest payable
on a monthly basis on the unpaid balance at the rate of four percent (4%) per
annum, simple interest. The principal of this Note, together with all accrued
interest, shall be payable on the maturity date.

     1. For the purpose of this Note, a default shall, at the option of Payee,
be deemed to exist upon the occurrence of one or more of the following events:

     (a) if (i) the Company shall fail to pay any principal or interest after
the same has become due and payable and (ii) the Company continues to fail to
pay such payment for more than ten (10) days after it receives written notice of
such failure;

     (b) if the Company shall take any voluntary action or be the subject of any
involuntary action seeking bankruptcy, insolvency administration, receivership,
dissolution or other similar action or shall suffer any such similar action
without obtaining dismissal of such action within forty-five (45) days of the
taking thereof.

     2. In the event of any default described in Section 1 hereof, the Payee
may, at its option, demand payment of any amount then due and payable under the
terms of this Note from the Company as follows:

     Upon the occurrence of any default described in Section 1 hereof, the Payee
may, at its option, upon written notice to the Company, declare the unpaid
principal hereof to be immediately due and payable without presentment, demand,
protest or further notice, all of which are hereby expressly waived. No course
of dealing or conduct and no delay on the part of Payee in exercising any right
hereunder shall operate as a waiver thereof and no consent or waiver in any
instance shall operate as a waiver in any other instance. To be effective, any
waiver must be in writing and signed by the Payee.

     The election of one or more remedies by the Payee under this Note at law or
equity shall not be exclusive, but all remedies shall be cumulative.

     3. The Company may prepay all or part of this Note at any time without
penalty or premium by remitting payment to the Payee of all or part of the
principal together with all interest accrued to the date of prepayment. If and
when such prepayment occurs, the Company shall provide notice to the Payee as to
the amount of principal, if any, that remains outstanding.






     4. No waiver of any right under this Note shall be deemed effective unless
contained in a writing signed by the party charged with such waiver, and no
waiver of any right arising from any breach or failure to perform shall be
deemed to be a waiver of any future such right or of any other right arising
under this Agreement.

     5. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

     6. This Note shall be governed by and construed in accordance with the laws
of The Commonwealth of Massachusetts.

     IN WITNESS WHEREOF, the Company has caused this Note to be executed, duly
authorized as of the date and year first above written.

                                              HARBOR ACQUISITION CORPORATION



                                              By:  _____________________________
                                                   Duly Authorized

EX-23.1

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Harbor Acquisition Corporation

We hereby consent to the use in the Prospectus constituting part of Amendment No. 7 to the Registration Statement on Form S-1 (No. 333-126300) of our report dated March 23, 2006, except for the first paragraph of Note 6, as to which the date is April 14, 2006, on the financial statements of Harbor Acquisition Corporation as of December 31, 2005 and for the period from June 20, 2005 (date of inception) to December 31, 2005 which appears in such Prospectus. We also consent to the reference to our Firm under the caption "Experts" in such Prospectus.

/s/ GOLDSTEIN GOLUB KESSLER LLP

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

April 14, 2006

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CORRESP

                                                                 Andrew D. Myers

April 14, 2006

VIA EDGAR

Securities and Exchange Commission
Mail Stop 3561
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549

Attn:  John Reynolds
       Assistant Director
       Division of Corporation Finance

Re:    Harbor Acquisition Corporation
       Amendment No. 7 to Registration Statement on Form S-1
       REGISTRATION STATEMENT NO. 733-126300

Dear Mr. Reynolds:

       Harbor Acquisition Corporation (the "Company") has filed with the
Commission an Amendment No. 7 to the above-referenced Registration Statement
(the "Registration Statement"). For your convenience, we are providing you with
three paper copies of Amendment No. 7 marked to show the changes made from
Amendment No. 6 to the Registration Statement, which was filed with the
Commission on March 24, 2006. The changes reflected in Amendment No. 7 are
intended to respond to the comments set forth in your letter dated April 13,
2006 (the "Comment Letter"). The changes made in response to the Comment Letter
are discussed below. The numbered paragraphs below correspond to the numbered
comments in the Comment Letter. Page references are to the pages in the
prospectus included in Amendment No. 7 to the Registration Statement filed with
the Commission on this date (the "Prospectus").

GENERAL

1. COMMENT: WE NOTE THE ADDITIONAL DISCLOSURE THAT YOU ARE ALSO REGISTERING THE
WARRANTS AND SHARES UNDERLYING THE WARRANTS. IT APPEARS FROM THE DISCLOSURE IN
THE PROSPECTUS AND IN THE FORM OF WARRANT PLACEMENT AGREEMENT THAT AN INVESTMENT
DECISION HAS ALREADY BEEN MADE BY THE PURCHASERS WITH RESPECT TO THE OFFER AND
SALE OF SUCH WARRANTS. AS SUCH, PLEASE PROVIDE US WITH AN ANALYSIS OF HOW THE
AGREEMENT TO PURCHASE WARRANTS BY THE EXISTING SHAREHOLDERS CONFORMS WITH THE
REQUIREMENTS FOR THE OFFER AND SALE OF SECURITIES SET FORTH BY SECTION 5 OF THE
SECURITIES

                                     DIRECT 617-589-3835 DIRECT FAX 617-305-3102
                                                      EMAIL amyers@davismalm.com



Securities and Exchange Commission
April 14, 2006
Page 2

ACT OF 1933 AND HOW SUCH SALE CAN BE REGISTERED ON THIS FORM S-1.

       RESPONSE: WE BELIEVE THAT THE OFFERING OF THE WARRANTS TO OUR INITIAL
STOCKHOLDERS WILL BE MADE IN ACCORDANCE WITH SECTION 5 OF THE SECURITIES ACT OF
1933. NO OFFER TO SELL ANY OF THE WARRANTS HAS BEEN MADE BY THE COMPANY TO ANY
OF THE INITIAL STOCKHOLDERS, AND NO OFFER TO PURCHASE ANY OF THE WARRANTS HAS
BEEN MADE BY ANY OF THE INITIAL STOCKHOLDERS TO THE COMPANY. THERE EXISTS NO
OBLIGATION ON THE PART OF THE COMPANY TO SELL, OR ON THE PART OF ANY INITIAL
STOCKHOLDER TO BUY, ANY OF THE WARRANTS. THE WARRANT PLACEMENT AGREEMENT WILL BE
SIGNED, AND THE SALE OF THE WARRANTS WILL OCCUR, ONLY AFTER THE REGISTRATION
STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION.

2. COMMENT: WE NOTE THE DISCLOSURE THROUGHOUT YOUR REGISTRATION STATEMENT THAT
YOU WOULD BE REQUIRED TO CONVERT TO CASH UP TO APPROXIMATELY 19.99% OF THE
COMMON STOCK SOLD IN THIS OFFERING. PLEASE CLARIFY WHETHER THE COMPANY MAY
STRUCTURE OR CONSUMMATE A BUSINESS COMBINATION IN WHICH LESS THAN 19.99% OF THE
IPO SHAREHOLDERS WILL BE ABLE TO CONVERT FOR THE BUSINESS COMBINATION TO STILL
GO FORWARD.

       RESPONSE: THE COMPANY HAS DISCLOSED ON PAGES 8, 24 AND 25 THAT UNDER NO
CIRCUMSTANCES WILL IT STRUCTURE A BUSINESS COMBINATION IN WHICH LESS THAN 19.99%
OF THE SHARES HELD BY THE PUBLIC STOCKHOLDERS WILL BE ELIGIBLE TO CONVERT THEIR
SHARES TO CASH.

RISK FACTORS - PAGE 9

3. COMMENT: WE NOTE THE REVISION TO THE SECOND RISK FACTOR ON PAGE NINE TO
REPLACE THE WORD WILL WITH "MAY." CONSIDERING YOU ARE RESERVING AT UP TO
$1,650,000 OF THE INTEREST PROCEEDS TO BE USED TO FUND YOUR SEARCH FOR A TARGET
COMPANY, PLEASE REVISE TO DISCUSS THE CIRCUMSTANCE IN WHICH SHAREHOLDERS WOULD
RECEIVE MORE THAN $6.00 PER SHARE.

       RESPONSE: THE COMPANY HAS REVERTED TO THE ORIGINAL DISCLOSURE BY
REPLACING THE WORD "MAY" WITH THE WORD "WILL" ON PAGE 9.

4. COMMENT: WE DO NOT UNDERSTAND THE ADDITIONAL DISCLOSURE IN THE FIRST RISK
FACTOR ON PAGE 18. YOU REFER TO A DEMAND REGISTRATION OF THE 2,000,000 SHARES OF
COMMON STOCK UNDERLYING THE WARRANTS SOLD IN THE WARRANT PLACEMENT. WHILE THE
VALIDITY OF SUCH INCLUSION HAS NOT BEEN DETERMINED, YOU HAVE ALREADY INCLUDED
THOSE SHARES IN THE FEE TABLE. PLEASE CLARIFY.

       RESPONSE: THE SHARES UNDERLYING THE WARRANTS SOLD IN THE WARRANT
PLACEMENT WILL BE HELD BY PERSONS WHO MAY BE DEEMED AFFILIATES OF THE COMPANY
UNDER RULE 144. THEREFORE, THE RESALE OF THOSE SHARES MAY BE SUBJECT TO THE
VOLUME TRADING LIMITATIONS AND OTHER RESTRICTIONS OF RULE 144. AS SUCH, A
SUBSEQUENT REGISTRATION MAY BE NECESSARY TO FACILITATE THE RESALE OF THOSE
SHARES.



Securities and Exchange Commission
April 14, 2006
Page 3

USE OF PROCEEDS - PAGE 20

5. COMMENT: PLEASE REVISE TO CLARIFY IF THE UNDERWRITERS ARE ENTITLED TO THE
INTEREST EARNED ON THEIR PORTION OF THE TRUST PROCEEDS UPON RELEASE OF THE FUNDS
FROM TRUST.

       RESPONSE: THE COMPANY HAS CLARIFIED THIS POINT IN FOOTNOTE 3 ON PAGE 20.

6. COMMENT: PLEASE REVISE TO FURTHER DISCUSS YOUR EXPECTATIONS REGARDING THE
INTEREST THAT WILL BE EARNED BY THE PROCEEDS HELD IN TRUST SINCE THAT WILL
AFFECT THE FUNDING OF YOUR SEARCH FOR A TARGET COMPANY. WILL YOU INVEST ALL THE
TRUST PROCEEDS IN "GOVERNMENT SECURITIES?" IF SO, DISCLOSE THE INTERVAL IN WHICH
THE INTEREST IS PAID. IF YOU HAVE TO RELY UPON ADVANCES WHILE WAITING FOR
DISBURSEMENTS FROM THE TRUSTEE, WILL THOSE ADVANCES CARRY AN INTEREST RATE?

       RESPONSE: THE COMPANY HAS ADDED DISCLOSURE IN THE THIRD FULL PARAGRAPH ON
PAGE 22 TO FURTHER EXPLAIN ITS EXPECTATIONS WITH RESPECT TO THE PAYMENT OF
INTEREST FROM THE TRUST ACCOUNT, INVESTMENT OF THE TRUST PROCEEDS AND PAYMENT OF
EXPENSES FOR THE INITIAL PERIOD PRIOR TO COMMENCEMENT OF MONTHLY INTEREST
PAYMENTS.

7. COMMENT: PLEASE REVISE HERE TO DISCLOSE THE INTERVALS ON WHICH YOU WILL REPAY
THE LOAN MADE BY GRAND CRU MANAGEMENT. IS THE INTEREST PAID MONTHLY? WILL IT
ACCRUE AND COMPOUND UNTIL MATURITY? IN THE APPROPRIATE SECTION, PLEASE REVISE TO
DISCUSS THE PURPOSE OF THE LOAN.

       RESPONSE: THE COMPANY HAS EXPLAINED THE TERMS AND PURPOSE OF THE LOAN
FROM GRAND CRU MANAGEMENT IN FOOTNOTE 4 ON PAGE 20. THE TERMS OF THE LOAN ARE
ALSO INCLUDED IN A NEW FOOTNOTE 5 ON PAGE 21.

PROPOSED BUSINESS - PAGE 27

8. COMMENT: WE NOTE THAT YOU WILL FOCUS ON "POSITIVE OPERATING CASH FLOW
COMPANIES." PLEASE REVISE TO DISCUSS THE CIRCUMSTANCES IN WHICH YOU WOULD
DEVIATE FROM YOUR FOCUS AND ACQUIRE A COMPANY THAT IS NOT CONSIDERED TO HAVE
"POSITIVE OPERATING CASH FLOW." ALSO, PLEASE REVISE TO DEFINE YOUR USE OF THE
PHRASE "POSITIVE OPERATING CASH FLOW."

       RESPONSE: THE COMPANY HAS REVISED ITS DISCLOSURE IN THE SECOND PARAGRAPH
ON PAGE 29 TO STATE THAT IT WILL ONLY FOCUS ON CASH FLOW POSITIVE COMPANIES AND
HAS EXPLAINED THE MEANING OF THIS TERM.

9. COMMENT: WE DO NOT UNDERSTAND THE DISCLOSURE ON PAGE 27 THAT YOU "WILL LOOK
TO CREATE COMPETITIVE ADVANTAGES IN A GIVEN MARKET PLACE." PLEASE REVISE TO
ELABORATE ON THE NOTED DISCLOSURE.

       RESPONSE: THE COMPANY HAS REMOVED THIS REFERENCE ON PAGE 29.

10. COMMENT: PLEASE REVISE TO ELABORATE ON THE DISCLOSURE THAT YOU "MAY ALSO
ACQUIRE A



Securities and Exchange Commission
April 14, 2006
Page 4

COMPANY THAT PROVIDES SERVICES WITHIN THESE SECTORS." INVESTORS SHOULD HAVE AN
UNDERSTANDING OF THE TYPES OF COMPANIES YOU WILL CONSIDER. PLEASE ADD
APPROPRIATE DISCLOSURE.

       RESPONSE: THE COMPANY HAS ELABORATED ITS DISCLOSURE IN THE LAST PARAGRAPH
ON PAGE 29.

11. COMMENT: CONSIDERING YOU HAVE DISCLOSED THAT CURRENT MANAGEMENT WILL NOT
TAKE PART AS EXECUTIVE OFFICERS OF THE COMPANY, PLEASE EXPLAIN THE PURPOSE OF
EVALUATING "WHETHER NEW METHODS AND/OR BUSINESS MODELS CAN BE APPLIED TO
INCREASE GROWTH." ASSUMING THERE ARE "NEW METHODS" THAT MAY BE UTILIZED, CURRENT
MANAGEMENT WOULD NOT BE IN THE POSITION TO IMPLEMENT THEM. IF CURRENT MANAGEMENT
DETERMINES THAT THERE ARE NEW METHODS THAT SHOULD BE APPLIED, WILL SUCH
APPLICATION BE A TERM OF ANY BUSINESS COMBINATION?

       RESPONSE: WE HAVE MODIFIED THE DISCLOSURE ON PAGE 29 OF THE PROSPECTUS TO
CLARIFY THAT IT IS EXPECTED THAT, AS NON-EXECUTIVE DIRECTORS, ADVISORS AND
PRINCIPAL STOCKHOLDERS OF THE TARGET COMPANY, OUR CURRENT MANAGEMENT WILL BE IN
A POSITION TO INFLUENCE AND APPROVE THE IMPLEMENTATION OF ANY NEW BUSINESS
METHODS FOR THE TARGET COMPANY. IN AN APPROPRIATE CASE, WE WILL CONSIDER
INCLUDING IN THE BUSINESS COMBINATION AGREEMENT PROVISIONS REQUIRING THE
IMPLEMENTATION OF NEW METHODS AND/OR BUSINESS MODELS BY THE TARGET COMPANY.

12. COMMENT: PLEASE REVISE TO SUBSTANTIATE THE BELIEFS ON PAGE 28, THAT PRIVATE
COMPANIES "WILL FIND THE OPPORTUNITY TO SELL TO [YOU] ATTRACTIVE AS WELL."

       RESPONSE: THE COMPANY HAS REMOVED THIS STATEMENT ON PAGE 30.

FINANCIAL STATEMENTS - PAGE F-1
NOTE 2 - PROPOSED PUBLIC OFFERING:  VALUE OF UNIT PURCHASE OPTION - PAGE F-8

13. COMMENT: WE NOTE YOUR DISCLOSURES REGARDING THE VALUATION OF THE
UNDERWRITER'S PURCHASE OPTION ("UPO"). PLEASE TELL US THE NAMES OF THE COMPANIES
YOU CONSIDERED IN DEVELOPING YOUR ESTIMATE OF VOLATILITY. ALSO, TELL US HOW YOU
CALCULATED THE ESTIMATE OF 18.5% AND WHETHER IT IS BASED ON THE DAILY HISTORICAL
CLOSING VALUES OF THE BASKET OF COMPANIES FOR THE PERIOD OF TIME EQUAL IN LENGTH
TO THE TERM OF THE OPTION THROUGH THE BALANCE SHEET DATE OR OTHER DATE.

       RESPONSE: THE COMPANY CALCULATED THE 18.5% BASED ON THE WEEKLY AVERAGE
CLOSING STOCK PRICE OVER A FIVE YEAR PERIOD (ENDING MARCH 21, 2006), WHICH IS
THE SAME TIME PERIOD AS THE UPO. THE IDENTITY OF THE COMPANIES INCLUDED IN THIS
BASKET TO DEVELOP THE ESTIMATE OF VOLATILITY ARE ATTACHED AS SCHEDULE A TO THIS
RESPONSE LETTER. THE COMPANY CONSIDERED OVER 100 COMPANIES IN ARRIVING AT THIS
BASKET OF REPRESENTATIVE COMPANIES. THE COMPANY ALSO CLARIFIED THAT THE SAMPLE
OF REPRESENTATIVE COMPANIES OPERATE WITHIN THE CONSUMER AND INDUSTRIAL PRODUCTS
SECTORS.



Securities and Exchange Commission
April 14, 2006
Page 5

14. COMMENT: AS APPLICABLE, PLEASE REVISE YOUR DISCLOSURE TO STATE THAT THE UPO
WILL BE ISSUED UPON THE COMPLETION OF THE PROPOSED OFFERING, AND THAT THE UPO
WILL NOT BE ISSUED IF THE PROPOSED OFFERING IS NOT CONSUMMATED.

       RESPONSE: THE COMPANY HAS ADDED THIS DISCLOSURE IN FOOTNOTE 3 TO ITS
FINANCIAL STATEMENTS.

15. COMMENT: REVISE MD&A TO DISCUSS THE MATERIAL TERMS OF THE UPO, ITS ESTIMATED
FAIR VALUE AND THE MAJOR ASSUMPTIONS USED TO VALUE IT.

       RESPONSE: THE COMPANY HAS ADDED THE SUGGESTED DISCLOSURE ON PAGES 27 AND
28.

Undertakings

16. COMMENT: PLEASE REFER TO ITEM 512 OF REGULATION S-K AND REVISE YOUR
UNDERTAKINGS ACCORDINGLY.

       RESPONSE: THE COMPANY HAS REVISED ITS UNDERTAKINGS ACCORDINGLY.

Signatures

17. COMMENT: IDENTIFY THE PERSON SIGNING AS THE PRINCIPAL FINANCIAL OFFICER ON
BEHALF OF THE COMPANY.

       RESPONSE: THE COMPANY HAS IDENTIFIED ITS PRINCIPAL FINANCIAL OFFICER.

       If you have any questions concerning the material provided herein, please
do not hesitate to call William F. Griffin, Jr., at this office, or the
undersigned.


Very truly yours,


Andrew D. Myers

ADM:ran
Enclosures

cc:    Mr. Robert J. Hanks
       Mr. David A. Dullum
       Elizabeth Hughes, Esquire
       William F. Griffin, Jr.




Securities and Exchange Commission
April 14, 2006
Page 6


                                   SCHEDULE A

                    REGARDING HARBOR ACQUISITION CORPORATION

                LETTER TO THE SECURITIES AND EXCHANGE COMMISSION

                              DATED APRIL 14, 2006

                                BASKET OF STOCKS


Reddy Ice Holdings                              FRZ
Sanderson Farms                                 SAFM
Peet's Coffee & Tea                             PEET
B&G Foods                                       BGF
Coca Cola Bottling                              COKE
Farmer Brothers                                 FARM
National Beverage Corp                          FIZ
Green Mountain Coffee Roasters                  GMCR
Diamond Foods                                   DMND
Omnova Solutions                                OMN
Landec Corp                                     LNDC
United Energy                                   UNRG.OB
Mannatech                                       MTEX
Inter Parfums                                   IPAR
Parlux Fragrances                               PARL
Natures Sunshine                                NATR
Reliv International                             RELV
Schiff Nutrition                                WNI
CCA Industries                                  CAW
Playtex                                         PYX
Chattem                                         CHTT
Elizabeth Arden                                 RDEN