Form of Investment Management Trust Agreement

Exhibit 10.5

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of , 2005 by and between JK Acquisition Corp. (the " Company" ) and Continental Stock Transfer & Trust Company (" Trustee" ).

WHEREAS, the Company' s Registration Statement on Form S-1, No. 333-125211 (" Registration Statement" ), for its initial public offering of securities (" IPO" ) has been declared effective as of the date hereof by the Securities and Exchange Commission (" Effective Date" ); and

WHEREAS, Ferris, Baker Watts, Incorporated (" FBW" ) is acting as the sole underwriter in the IPO; and

WHEREAS, as described in the Company' s Registration Statement, and in accordance with the Company' s Amended and Restated Certificate of Incorporation, $48,085,000 of the gross proceeds of the IPO ($54,763,000 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company' s common stock, par value $.0001 per share, issued in the IPO as hereinafter provided and in the event the Units are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto and made a part hereof (the amount to be delivered to the Trustee will be referred to herein as the " Property" ; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders ," and the Public Stockholders and the Company will be referred to together as the " Beneficiaries" ); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

IT IS AGREED:

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (" Trust Account" ) established by the Trustee at a branch of Amegy Bank selected by the Trustee;

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any " Government Security ." As used herein, Government Security means any Treasury Bill issued by the United States, having a maturity of one hundred and eighty days or less;

(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the " Property," as such term is used herein;

(e) Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns for the Trust Account;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/ or FBW to do so;

(h) Render to the Company and to FBW, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and

1


(i) Commence liquidation of the Trust Account only after receipt of and only in accordance with the terms of a letter (" Termination Letter" ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein.

2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company' s Chief Executive Officer, President or Chairman of the Board. In addition, except with respect to its duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection ...