15,000,000 UNITS

ORACLE HEALTHCARE ACQUISITION CORP.

UNDERWRITING AGREEMENT

February__, 2006

CRT Capital Group LLC
as Representative of the Several Underwriters

262 Harbor Drive

Stamford, CT  06902

Ladies and Gentlemen:

The undersigned, Oracle Healthcare Acquisition Corp., a Delaware corporation (the Company), hereby confirms in this Underwriting Agreement (this Agreement) its agreement with CRT Capital Group LLC (being referred to herein variously as you, CRT or the Representative) and with the other underwriters named on Schedule I hereto for which CRT is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

1.             Purchase and Sale of Securities.

1.1           Firm Securities.

1.1.1        Purchase of Firm Units.  On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company an aggregate of 15,000,000 units (the Firm Units) of the Company, at a purchase price (net of discounts and commissions and subject to Section 3.22 hereof) of $7.60 per Firm Unit.  The Firm Units are to be offered initially to the public (Offering) at the offering price of $8.00 per Firm Unit.  Each Firm Unit consists of one share of the Companys common stock, par value $.0001 per share (Common Stock), and one warrant (Warrant(s)).  The shares of Common Stock and the Warrants included in the Firm Units will be separately transferable as promptly as practicable following the consummation of the Offering, but in no event later than 65 days following the consummation of the Offering; provided, however, that in no event will the Underwriters permit separate trading before an audited balance sheet has been prepared reflecting receipt by the Company of the proceeds of the Offering and the Company has filed with the Securities and Exchange Commission (the Commission) a Current Report on Form 8-K which includes such audited balance sheet.  Each Warrant entitles its holder to exercise it to purchase one share of Common Stock for $6.00 during the period commencing on the later of the consummation by the Company of its Business Combination or one year from the effective date (Effective Date) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, or earlier upon redemption.  Business Combination shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction or a combination of the foregoing, of an operating company in the healthcare industry (as described more fully in the Registration Statement).  The Firm Units, the Shares of Common Stock and the Warrants included in the Firm Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the Securities.

1.1.2        Payment and Delivery.  Delivery and payment for the Firm Units shall be made at 1:00 P.M., New York time, on the third business day following the date of this Agreement (or the fourth business day following the date of this Agreement, if this Agreement is executed after 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company.  The hour and date of delivery and payment for the Firm Units is called the Closing Date.  Payment for the Firm Units shall be made on the Closing

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