June 3, 2005



                                                                    EXHIBIT 10.1


                                                     June 3, 2005


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

Granite Financial Group, Inc.
12220 El Camino Real, Suite 400
San Diego, California 92130

         Re: Initial Public Offering
             -----------------------

Gentlemen:

         The undersigned stockholder, officer and director of InterAmerican
Acquisition Group Inc. ("Company"), in consideration of Granite Financial Group,
Inc. ("Granite") 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 it 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 it 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 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. In the event of the liquidation of the
Trust Fund, the undersigned agrees to indemnify and hold harmless the Company,
pro rata with Richard N. Sinkin, the Company's chief operating officer and a
member of the Company's board of directors, and Richard M. Wolfson, the
Company's chief financial officer,



secretary, general counsel and a member of the Company's board of directors,
based on the number of Insider Shares held by each such individual, against any
and all loss, liability, claims, 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, whether pending or
threatened, or any claim whatsoever) which the Company may become subject as a
result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold or contracted for, or by any
target business, but only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the amount in the Trust
Fund.

         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 unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to Granite that the
business combination is fair to the Company's stockholders from a financial
perspective.

         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) all fees and compensation
to be paid to the undersigned, any member of the family of the undersigned, or
any Affiliate 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 and commencing on the Effective Date, InterAmerican
Advisors, LLC ("Related Party"), shall be allowed to charge the Company $10,000
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.



         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 the Chairman of the Board and Chief
Executive Officer 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 Granite 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 Granite 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 the Chairman of the Board and Chief Executive Officer of the Company.

         10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to Granite and its legal
representatives or agents (including any investigative search firm retained by
Granite) any information they may have about the undersigned's background and
finances ("Information"). Neither Granite 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 Granite and appoint a substitute agent acceptable to each of the
Company and Granite 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; and (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO.


                                          William C. Morro
                                          ----------------
                                          Print Name of Insider


                                      By: /s/ William C Morro
                                          -------------------------------
                                          Name:  William C. Morro
                                          Title: Chief Executive Officer