1403853--3/31/2008--Heckmann

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{interest, director, officer}

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If we liquidate before consummating a business combination, our public stockholders may receive less than $8.00 per share on distribution of trust account funds and our warrants will expire worthless. You will not be entitled to protections normally afforded to investors of blank check companies. If third parties bring claims against us, the proceeds held in trust could be reduced and the Liquidation Price received by you could be reduced. Since we are industry agnostic respecting our target business search, you cannot currently ascertain the merits or risks of the industry in which we may ultimately operate. Because we may acquire a company that has sales or operations outside of the United States, we may be subject to various risks of operating in foreign jurisdictions Our founders may have a conflict of interest in deciding if a particular target business is a good candidate for a business combination. We may issue shares of our capital stock, including through convertible debt securities, to consummate a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. Our initial stockholders currently control us and may influence certain actions requiring a stockholder vote. The officers and directors of any acquired company may resign upon consummation of a business combination. We will have only limited ability to evaluate the management of the target business. Our Chief Executive Officer and directors may have future conflicts of interest in determining to which entity a particular business opportunity should be presented. Our resources could be wasted in researching failed acquisitions which could adversely affect subsequent attempts to locate and acquire or merge with another business. Because our pre-IPO shares are prohibited from participating in any liquidation distribution, our founders may have a conflict of interest in deciding if a particular target business is a good candidate for a business combination. Our future operations may depend on a single business in a single non-diverse industry. If inadequate due diligence investigation of a target business requires subsequent write-offs that impair our financial condition and stock price, then you could lose some or all of your investment. We are depending on limited funds to conduct our search for a target business and to complete our initial business combination. We may not be able to get additional financing and that could compel us to restructure or abandon a particular business combination. Our outstanding warrants may adversely affect the market price of our common stock and make it more difficult to effect a business combination. If we are unable to maintain a current prospectus relating to the common stock underlying our warrants, our warrants may have little or no value and the market for our warrants may be limited. Sponsor Warrants have a superior exercise right to warrants received in our initial public offering. The grant of registration rights to our initial stockholders may make it more difficult to complete a business combination, and the future exercise of such rights may adversely affect the market price of our common stock. If we are deemed to be an investment company, we must meet burdensome compliance requirements and restrictions on our activities may increase the difficulty of completing a business combination. Our ability to successfully consummate a business combination and to be successful thereafter will largely depend upon the efforts of our directors and Chief Executive Officer, Mr. Heckmann. The loss of Mr. Heckmann could affect our ability to operate. Foreign currency fluctuations could adversely affect our business and financial results. We will not be able to complete a business combination with some prospective target businesses unless their financial statements are first reconciled to U.S. generally accepted accounting principles. We allow our public stockholders owning up to 30% of the shares sold in our initial public offering to exercise their conversion rights. This high threshold will make it easier for us to consummate a business combination with which you may not agree.

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1403853--3/31/2008--Heckmann_CORP