UNDERWRITING AGREEMENT

                                     BETWEEN

                      INTERAMERICAN ACQUISITION GROUP INC.

                                       AND

                          GRANITE FINANCIAL GROUP, LLC

                           Dated:              , 2005






                      INTERAMERICAN ACQUISITION GROUP INC.

                             UNDERWRITING AGREEMENT

               , 2005

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

Dear Sirs:

The undersigned, InterAmerican Acquisition Group Inc., a Delaware corporation
("COMPANY"), hereby confirms its agreement with Granite Financial Group, LLC
(being referred to herein variously as "YOU," "GRANITE" or the "REPRESENTATIVE")
and with the other underwriters named on Schedule I hereto for which Granite 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, severally and not jointly, to the
several Underwriters, an aggregate of 6,000,000 units ("FIRM UNITS") of the
Company at a purchase price (net of discounts and commissions, but before
deduction of the non-accountable expense allowance referenced in Section 3.13.2
hereof) of $5.64 per Firm Unit. The Underwriters, severally and not jointly,
agree to purchase from the Company the number of Firm Units set forth opposite
their respective names on Schedule I attached hereto and made a part hereof at a
purchase price (net of discounts and commissions) of $5.64 per Firm Unit. The
Firm Units are to be offered initially to the public ("OFFERING") at the
offering price of $6.00 per Firm Unit. Each Firm Unit consists of one share of
the Company's common stock, par value $.0001 per share ("COMMON STOCK"), and two
warrants ("WARRANTS"). The shares of Common Stock and the Warrants included in
the Firm Units will not be separately transferable until 90 days after the
effective date ("EFFECTIVE DATE") of the Registration Statement (as defined in
Section 2.1.1 hereof) unless Granite informs the Company of its decision to
allow earlier separate trading, but in no event will Granite allow separate
trading until the preparation of an audited balance sheet of the Company
reflecting receipt by the Company of the proceeds of the Offering and the filing
of a Form 8-K by the Company which includes such balance sheet. Each Warrant
entitles its holder to exercise it to purchase one share of Common




Stock for $5.00 during the period commencing on the later of the consummation by
the Company of its "BUSINESS COMBINATION" or one year from the Effective Date of
the Registration Statement and terminating on the four-year anniversary of the
Effective Date. "BUSINESS COMBINATION" shall mean any merger, capital stock
exchange, asset acquisition or other similar business combination
consummated by the Company with an operating business (as described more fully
in the Registration Statement).

          1.1.2. Payment and Delivery. Delivery and payment for the Firm Units
shall be made at 10:00 A.M., New York time, on the third business day following
the Effective Date (or the fourth business day following the Effective Date, if
the Registration Statement is declared effective after 4:30 p.m.) or at such
earlier time as shall be agreed upon by the Representative and the Company at

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