January 13, 2006

Ascend Acquisition Corp.
435 Devon Park Drive, Building 4002
Wayne, Pennsylvania 19087

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

          Re: Initial Public Offering

Gentlemen:

          The undersigned stockholder and special advisor of Ascend Acquisition
Corp. ("Company"), in consideration of EarlyBirdCapital, Inc. ("EBC") entering
into a letter of intent ("Letter of Intent") to underwrite an initial public
offering of the securities of the Company ("IPO") and embarking on the IPO
process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 12 hereof):

          1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

          2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will vote all
Insider Shares owned by him in favor of the Company's decision to liquidate. The
undersigned hereby waives any and all right, title, interest or claim of any
kind in or to any distribution of cash, property or other assets ("Fund") as a
result of such liquidation with respect to his Insider Shares ("Claim") and
hereby waives any Claim the undersigned may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Fund for any reason whatsoever.

          3. The undersigned will not submit to the Company for consideration,



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January 13, 2006
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or vote for the approval of, any Business Combination which involves a company
which is affiliated with any of the Insiders unless the Company obtains an
opinion from an independent investment banking firm reasonably acceptable to EBC
that the business combination is fair to the Company's stockholders from a
financial perspective.

          4. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate ("Affiliate") of the undersigned will be entitled
to receive and will not accept any compensation for services rendered to the
Company prior to or in connection with the consummation of the Business
Combination; provided that commencing on the Effective Date, 400 Building LLC
("Related Party"), shall be allowed to charge the Company $7,500 per month,
representing an allocable share of Related Party's overhead, to compensate it
for the Company's use of Related Party's offices, utilities and personnel.
Related Party and the undersigned shall also be entitled to reimbursement from
the Company for their out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.

          5. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

          6. The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.

          7. The undersigned agrees to be a Special Advisor of the Company until
the earlier of the consummation by the Company of a Business Combination or the
liquidation of the Company. The undersigned's biographical information furnished
to the Company and EBC and attached hereto as Exhibit A is true and accurate in
all respects, does not omit any material information with respect to the
undersigned's background and contains all of the information required to be
disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
and EBC and annexed as Exhibit B hereto is true and accurate in all respects.
The undersigned represents and warrants that:

     (a) is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;



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January 13, 2006
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     (b) has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

     (c) has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.

          8. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as a Special Advisor to the Company.

          9. The undersigned hereby waives his right to exercise conversion
rights with respect to any shares of the Company's common stock owned or to be
owned by the undersigned, directly or indirectly, and agrees that he will not
seek conversion with respect to such shares in connection with any vote to
approve a Business Combination.

          10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to EBC and its legal representatives
or agents (including any investigative search firm retained by EBC) any
information they may have about his background and finances ("Information").
Neither EBC nor its agents shall be violating the undersigned's right of privacy
in any manner in requesting and obtaining the Information and the undersigned
hereby releases them from liability for any damage whatsoever in that
connection.

          11. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The undersigned hereby (i) agrees
that any action, proceeding or claim against him arising out of or relating in
any way to this letter agreement (a "Proceeding") shall be brought and enforced
in the courts of the State of New York of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the undersigned will promptly notify the Company and EBC
and appoint a substitute agent acceptable to



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each of the Company and EBC within 30 days and nothing in this letter will
affect the right of either party to serve process in any other manner permitted
by law.

          12. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.

                                        Arthur Spector
                                        Print Name of Insider


                                        /s/ Arthur Spector
                                        ----------------------------------------
                                        Signature



EXHIBIT A

     ARTHUR SPECTOR has served as our special advisor since our inception. Mr.
Spector has served as chairman of the board of NationsHealth, Inc. since its
inception in August 2003 and served as its chief executive officer and president
from August 2003 until August 2004. Since September 2004, Mr. Spector has also
been the chairman of the board, chief executive officer and president of
Millstream II Acquisition Corporation. From March 1995 to October 2002, Mr.
Spector served as chairman of the board of Neoware Systems, Inc. ("Neoware
Systems"), a manufacturer of sophisticated computer appliances and related
software, and he also served as its president and chief executive officer from
May 1996 until June 1997. Neoware Systems was originally known as Information
Systems Acquisition Corp., a blank check company with an objective to acquire an
operating business in the information systems industry. Information Systems
Acquisition Corp. was formed in 1992 and from its inception until it merged with
Human Designed Systems, Inc. in March 1995, Mr. Spector was its chairman of the
board, president and chief executive officer. In this role, Mr. Spector directed
the completion of a public offering that raised gross proceeds of approximately
$13.8 million. Mr. Spector has served as a director of Docucorp International,
Inc., a public document automation company, since May 1997. Mr. Spector has also
been a director of Metallurg Holdings, Inc. and Metallurg, Inc. since July 1998
and has been executive vice president of Metallurg Holdings, Inc. since July
1998 and treasurer since August 2000. He was elected vice chairman of the board
of Metallurg Holdings, Inc. and Metallurg, Inc. in November 2002. Metallurg
Holdings, Inc. is the holding company for Metallurg, Inc., a company that
produces and sells specialty metals, alloys and chemicals. From 1998 to 2002,
Mr. Spector served as a director of USDATA Corporation, a global supplier of
component-based production software. Mr. Spector received a B.S. from the
Wharton School of Finance at the University of Pennsylvania and a J.D. from The
University of Pennsylvania Law School.

     In addition to Mr. Spector's experience described above, he has had
significant experience in mergers and acquisitions and managing private equity
funds. Since January 1997, he has served as managing director of the general
partner and of the management company of Safeguard International Fund, L.P., a
private equity fund investing primarily in controlling positions in industrial
companies in North America and Europe. From 1995 to 1996, Mr. Spector served as
director of acquisitions of Safeguard Scientifics, Inc., a public company that
owns controlling interests in and operates numerous private companies. From 1997
to 1998, Mr. Spector served as a managing director of TL Ventures LLC, whose
present successor is TL Ventures L.P., a fund management company organized to
manage the day-to-day operations of several of the TL Ventures funds which
invest in companies in the internet, software, information technology,
communications and life sciences industries.