Exhibit
      10.1

    ________,
      2008

     

    Capital
      TEN Acquisition Corp.

    116
      Village Boulevard

    Princeton,
      New Jersey 08540

     

    Ladenburg
      Thalmann & Co. Inc.

    4400
      Biscayne Blvd., 14th
      Floor

    Miami,
      Florida 33137

     

    
      	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    Edward
      Boykin (“Boykin”), the undersigned officer and director of Capital TEN
      Acquisition Corp. (“Company”), in consideration of Ladenburg Thalmann & Co.
      Inc. (“Ladenburg”) agreeing to underwrite an initial public offering of the
      securities of the Company (“IPO”) and embarking on the IPO process, hereby
      agrees as follows (certain capitalized terms used herein are defined in
      paragraph 15 hereof):

     

    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, Boykin
      will vote all Insider Shares beneficially owned by him in accordance with the
      majority of the votes cast by the holders of the IPO Shares.

     

    2. In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, Boykin will (i) cause the Trust Fund to be liquidated
      and
      distributed to the holders of IPO Shares and (ii) take all reasonable actions
      within his power to cause the Company to liquidate as soon as reasonably
      practicable. Boykin hereby waives any and all right, title, interest or claim
      of
      any kind in or to any distribution of the Trust Fund and any remaining net
      assets of the Company as a result of such liquidation with respect to the
      Insider Shares beneficially owned by him (“Claim”) and hereby waives any Claim
      Boykin may have in the future as a result of, or arising out of, any contracts
      or agreements with the Company and will not seek recourse against the Trust
      Fund
      for any reason whatsoever. 

     

    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, Boykin agrees to present to the Company for its consideration,
      prior to presentation
      to any other person or entity, any suitable opportunity to acquire an operating
      business, until the earlier of the consummation by the Company of a Business
      Combination, the liquidation of the Company or until such time as Boykin ceases
      to be an officer or director of the Company, subject to any pre-existing
      fiduciary and contractual obligations Boykin might have.

     

    4. Boykin
      acknowledges and agrees that the Company will not consummate any Business
      Combination which involves a company which is affiliated with any of the
      Insiders unless the Company obtains an opinion from an independent investment
      banking firm reasonably acceptable to Ladenburg that the business combination
      is
      fair to the Company’s stockholders from a financial perspective.

     

    
      
         

      

      
         

        
          

        

      

      
        

          Capital
            TEN Acquisition Corp.

          Ladenburg
            Thalmann & Co. Inc.

          __________,
            2008

          Page
            2

           

           

        

      

    

    5. Neither
      Boykin, any member of the family of Boykin, nor any affiliate (“Affiliate”) of
      Boykin will be entitled to receive and will not accept any compensation for
      services rendered to the Company prior to or in connection with the consummation
      of the Business Combination; provided that Boykin shall be entitled to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    6. Neither
      Boykin, any member of the family of Boykin, nor any Affiliate of Boykin will
      be
      entitled to receive or accept a finder’s fee or any other compensation in the
      event Boykin, any member of the family of Boykin or any Affiliate of Boykin
      originates a Business Combination.

     

    7. Boykin
      will escrow all of the Insider Shares beneficially owned by him acquired prior
      to the IPO until one year after the consummation by the Company of a Business
      Combination subject to the terms of a Stock Escrow Agreement which the Company
      will enter into with Boykin and an escrow agent acceptable to the
      Company.

     

    8. Boykin
      agrees to be the Chairman of the Board of the Company until the earlier of
      the
      consummation by the Company of a Business Combination or the liquidation of
      the
      Company. Boykin’s biographical information furnished to the Company and
      Ladenburg and attached hereto as Exhibit A is true and accurate in all respects,
      does not omit any material information with respect to Boykin’s background and
      contains all of the information required to be disclosed pursuant to Item 401
      of
      Regulation S-K, promulgated under the Securities Act of 1933. Boykin’s
      Questionnaire furnished to the Company and Ladenburg and annexed as Exhibit
      B
      hereto is true and accurate in all respects. Boykin represents and warrants
      that:

     

    (a) he
      is not
      subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b) he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c) he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

    
       

      
        
           

        

        
           

          
            

          

        

        
          

            Capital
              TEN Acquisition Corp.

            Ladenburg
              Thalmann & Co. Inc.

            __________,
              2008

            Page
              3

             

             

          

        

      

    

    9. Boykin
      has full right and power, without violating any agreement by which he is bound,
      to enter into this letter agreement and to serve as Chairman of the Board of
      the
      Company.

     

    10. Boykin
      hereby waives his right to exercise conversion rights with respect to any shares
      of the Company’s common stock owned or to be owned by Boykin, directly or
      indirectly, and agrees that he will not seek conversion with respect to such
      shares in connection with any vote to approve a Business
      Combination.

     

    11. Boykin
      hereby agrees to not propose, or vote in favor of, an amendment to the Company’s
      Certificate of Incorporation to extend the period of time in which the Company
      must consummate a Business Combination prior to its liquidation. This paragraph
      may not be modified or amended under any circumstances.

     

    12. Boykin
      authorizes any employer, financial institution, or consumer credit reporting
      agency to release to Ladenburg and its legal representatives or agents
      (including any investigative search firm retained by Ladenburg) any information
      they may have about Boykin’s background and finances (“Information”). Neither
      Ladenburg nor its agents shall be violating Boykin’s right of privacy in any
      manner in requesting and obtaining the Information and Boykin hereby releases
      them from liability for any damage whatsoever in that connection.

     

    13. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. Boykin hereby (i) agrees that any action, proceeding
      or
      claim against him arising out of or relating
      in any way to this letter agreement (a “Proceeding”) shall be brought and
      enforced in the courts of the State of New York of the United States of America
      for the Southern District of New York and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum. If for any reason such agent is unable to act as such,
      Boykin will promptly notify the Company and Ladenburg and appoint a substitute
      agent acceptable to each of the Company and Ladenburg within 30 days and nothing
      in this letter will affect the right of either party to serve process in any
      other manner permitted by law.

    
       

      
        
           

        

        
           

          
            

          

        

        
          

            Capital
              TEN Acquisition Corp.

            Ladenburg
              Thalmann & Co. Inc.

            __________,
              2008

            Page
              4

             

             

          

        

      

    

    14. As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business; (ii) “Insiders” shall mean all officers,
      directors and stockholders of the Company immediately prior to the IPO;
      (iii) “Insider Shares” shall mean all of the shares of Common Stock of the
      Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean
      the shares of Common Stock issued in the Company’s IPO; and (v) “Trust Fund”
shall mean the trust fund into which a portion of the net proceeds of the
      Company’s IPO will be deposited.

     

    
      	 	 	 
	 
 	 
 	
              Edward
                Boykin

            
	 	 	
              

              Print
                Name of Insider

            
	 	 	 
	 	
              

              Signature

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A

     

    [biographical
      information from Form S-1]

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      B

    


    [D&O
      questionnaire]