ProChannel Management LLC 450 Park Avenue, 10th Floor New York, New York 10022 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering...

                          RAND ACQUISITION CORPORATION




                                                                    , 2004

ProChannel Management LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Gentlemen:

         This letter will confirm our agreement that, commencing on the
effective date ("Effective Date") of the registration statement for the initial
public offering ("IPO") of the securities of Rand Acquisition Corporation
("RAC") and continuing until the consummation by RAC of a "Business Combination"
(as described in RAC's IPO prospectus), ProChannel Management LLC shall make
available to RAC certain office and secretarial services as may be required by
RAC from time to time, situated at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000. In exchange therefore, RAC shall pay ProChannel Management LLC the
sum of $7,500 per month on the Effective Date and continuing monthly thereafter.


                                        Very truly yours,


                                        RAND ACQUISITION CORPORATION




                                        By:  ________________________________
                                             Name:    Xxxxxxxx X. Xxxx
                                             Title:   Chairman and CEO

AGREED TO AND ACCEPTED BY:

PROCHANNEL MANAGEMENT LLC


By:      _________________
         Name: Xxxxxxxx Xxxx
         Title: Sole Member