0000950136-08-000344 Sample Contracts

UNDERWRITING AGREEMENT between INTERNATIONAL BRANDS MANAGEMENT GROUP LTD. and PALI CAPITAL, INC. Dated: _______, 2008
Underwriting Agreement • January 25th, 2008 • International Brands Management Group LTD • Blank checks • New York

The undersigned, International Brands Management Ltd., a Delaware corporation (“Company”), hereby confirms its agreement with Pali Capital, Inc. (“Pali Capital” and also referred to herein variously as “you,” or the “Representative”) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 25th, 2008 • International Brands Management Group LTD • Blank checks • New York

This Agreement is made as of , 2008 by and between International Brands Management Group Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

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