Form of Stock Escrow Agreement

STOCK ESCROW AGREEMENT

STOCK ESCROW AGREEMENT, dated as of _________, 2007 (" Agreement" ), by and among NORTH SHORE ACQUISITION CORP., a Delaware corporation (" Company" ), BARRY J. GORDON, MARC H. KLEE, ROBERT SROKA, ARTHUR H. GOLDBERG, HARVEY GRANAT and ALAN J. LOEWENSTEIN (collectively " Initial Stockholders" ) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (" Escrow Agent" ).

WHEREAS, the Company has entered into an Underwriting Agreement, dated _______, 2007 (" Underwriting Agreement" ), with EarlyBirdCapital, Inc. (" EarlyBird" ) acting as representative of the several underwriters (collectively, the " Underwriters" ), pursuant to which, among other matters, the Underwriters have agreed to purchase 6,000,000 units (" Units" ) of the Company. Each Unit consists of one share of the Company' s common stock, par value $.0001 per share (" Common Stock" ), and one warrant, each warrant to purchase one share of Common Stock, all as more fully described in the Company' s final Prospectus, dated __________, 2007 (" Prospectus" ) comprising part of the Company' s Registration Statement on Form S-1 (File No. 333-145278) under the Securities Act of 1933, as amended (" Registration Statement" ), declared effective on __________, 2007 (" Effective Date" ).

WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively " Escrow Shares" ), in escrow as hereinafter provided.

WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.

IT IS AGREED:

1. Appointment of Escrow Agent . The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Deposit of Escrow Shares . On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his, her or its respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his, her or its Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

3. Disbursement of the Escrow Shares . The Escrow Agent shall hold the Escrow Shares until one year after the consummation of a Business Combination (as defined in the Registration Statement) (" Escrow Period" ), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder' s Escrow Shares (and any applicable stock power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided, however, that if the Underwriters exercise their over-allotment option to purchase an additional 900,000 Units of the Company (as described in the Prospectus), the Initial Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by each Initial Stockholder determined by multiplying (a) the product of (i) 225,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 900,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 900,000; provided further, however, that if the Company consummates a Business Combination in which holders of more than 20% of the shares sold in the IPO exercise


their conversion rights (as described more fully in the Prospectus), the Initial Stockholders agree that the Escrow Agent shall return to the Company for cancellation a number of Escrow Shares held by them so that the Initial Stockholders will collectively own no more than 23.8% of the Company' s outstanding Common Stock upon consummation of such Business Combination (without giving effect to any shares that may be issued in the Business Combination). If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

4. Rights of Initial Stockholders in Escrow Shares .

4.1 Voting Rights as a Stockholder . Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

4.2 Dividends and Other Distributions in Respect of the Escrow Shares . During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be ...