June 2, 2006



                                                                    June 2, 2006

InterAmerican Acquisition Group Inc.
2918 Fifth Avenue South, Suite 209
San Diego, California 92103

Rodman & Renshaw, LLC
1270 Avenue of the Americas, 16th Floor
New York, New York 10020

          Re: Initial Public Offering

Gentlemen:

          The undersigned stockholder and director of InterAmerican Acquisition
Group Inc. ("Company"), in consideration of Rodman & Renshaw, LLC ("Rodman")
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 and all
shares of Common Stock of the Company acquired by him in the IPO or aftermarket
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 (such later date being referred
to herein as the "Termination Date"), the undersigned shall (i) take all such
action reasonably within its power as is necessary to (a) dissolve the Company
and liquidate the Trust Fund to holders of IPO Shares as soon as reasonably
practicable, and after approval of the Company's stockholders and subject to the
requirements of the Delaware General Corporation Law (the "GCL"), including
voting for the adoption of a resolution by the board of directors, prior to such
Termination Date, pursuant to Section 275(a) of the GCL, which shall deem the
dissolution of the Company advisable and (b) cause to be prepared such notices
as are required by said Section 275(a) of the GCL as promptly thereafter as
possible, and (ii) vote his shares in favor of any plan of dissolution and
distribution recommended by the



Company's board of directors. If the Company does not consummate a Business
Combination by the Termination Date, the undersigned hereby agrees, with respect
to any plan of dissolution and distribution, to take all such action reasonably
within its power to (x) cause the board of directors to convene, adopt a plan of
dissolution and distribution, which the undersigned will vote to recommend to
stockholders, and (y) on such date cause the Company to prepare and file a proxy
statement with the Securities and Exchange Commission (the "SEC") setting out
the plan of dissolution and distribution. If the Company seeks approval from its
stockholders to consummate a Business Combination within 90 days of the
expiration of 24 months from the Effective Date, the undersigned agrees to take
all such action reasonably within its power to ensure that the proxy statement
related to such Business Combination will also seek stockholder approval for the
plan of dissolution and distribution in the event the stockholders do not
approve the Business Combination. If no proxy statement seeking the approval of
the stockholders for a Business Combination has been filed within 30 days prior
to the date which is 24 months from the date of the IPO, the undersigned agrees,
prior to such date to take all such action reasonably within its power as is
necessary to convene and adopt a plan of dissolution and distribution and on
such date file a proxy statement with the SEC seeking stockholder approval for
such plan. The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distribution of the Trust Fund (as defined in the
Letter of Intent) and any remaining net assets of the Company as a result of
such liquidation with respect to its Insider Shares ("Claim") and hereby waives
any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse
against the Trust Fund for any reason whatsoever.

          3. In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, 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 undersigned ceases to be an
officer or director of the Company, subject to any pre-existing fiduciary and
contractual obligations the undersigned might have.

          4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders.

          5. 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 the consummation of the Business Combination except in
connection with bona fide services to be rendered to the Company that (i) are
expressly approved by a majority of the Company's disinterested directors and
copies of detailed invoices describing the services rendered are delivered to
the Company and the performance thereof is accurately documented by the
undersigned, any member of the family of the undersigned, nor any



Affiliate, (ii) are legitimately required by the Company and the Company would
otherwise contract such services from a third party, and (iii) are determined on
an arm's length basis and in good faith and such fees and compensation are
customarily charged by unrelated third party service providers of a similar
nature. Notwithstanding the foregoing to the contrary, the undersigned shall be
entitled to reimbursement from the Company for its out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

          6. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

          7. The undersigned will escrow its 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.

          8. The undersigned agrees to be a member of the board of directors 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 Rodman 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 Rodman and annexed as Exhibit B hereto is true and accurate in
all respects. The undersigned represents and warrants that:

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

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

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

          9. 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



member of the Company's board of directors.

          10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to Rodman and its legal
representatives or agents (including any investigative search firm retained by
Rodman) any information they may have about the undersigned's background and
finances ("Information"). Neither Rodman 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 Kramer Levin Naftalis & Frankel LLP 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 Rodman and appoint a substitute agent acceptable to each of the
Company and Rodman 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; (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; (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO; and (v) "Trust
Fund" shall mean the trust account established by the Company at the
consummation of its IPO and into which a certain amount of the net proceeds of
the IPO is deposited.

                                            James Bazet
                                            ------------------------------------
                                            Print Name of Insider


                                        By: /s/ James Bazet
                                            ------------------------------------
                                            Name: James Bazet
                                            Title: Director