Exhibit
      10.5

     

    ____________,
      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:

     

    John
      W.
      McIntyre (“McIntyre”), the undersigned 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 13
      hereof):

     

    1. If
      the
      Company solicits approval of its stockholders of a Business Combination,
      McIntyre 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, McIntyre 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. McIntyre 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
      McIntyre 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. McIntyre
      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.

     

    4. Neither
      McIntyre, any member of the family of McIntyre, nor any affiliate (“Affiliate”)
      of McIntyre 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 McIntyre shall be entitled to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    
      
         

      

      
         

        
          

        

      

      
        

          Capital
            TEN Acquisition Corp.

          Ladenburg
            Thalmann & Co. Inc.

          ____________,
            2008

          Page
            2

           

           

        

      

    

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

     

    6. McIntyre
      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 McIntyre and an escrow agent acceptable to the
      Company.

     

    7. McIntyre
      agrees to be a Director until the earlier of the consummation by the Company
      of
      a Business Combination or the liquidation of the Company. McIntyre’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 McIntyre’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. McIntyre’s Questionnaire furnished
      to the Company and Ladenburg and annexed as Exhibit B hereto is true and
      accurate in all respects. McIntyre 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 his securities or commodities license
      or registration denied, suspended or revoked.

     

    8. McIntyre
      has full right and power, without violating any agreement by which he is bound,
      to enter into this letter agreement and to serve as a Director of the
      Company.

     

    9. McIntyre
      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 McIntyre, 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.

    
       

      
        
           

        

        
           

          
            

          

        

        
          

            Capital
              TEN Acquisition Corp.

            Ladenburg
              Thalmann & Co. Inc.

            ____________,
              2008

            Page
              3

             

             

          

        

      

    

    10. McIntyre
      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.

     

    11. McIntyre
      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 in formation
      they may have about McIntyre’s
      background and finances (“Information”). Neither Ladenburg nor its agents shall
      be violating McIntyre’s right of privacy in any manner in requesting and
      obtaining the Information and McIntyre hereby releases them from liability
      for
      any damage whatsoever in that connection.

     

    12. 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. McIntyre 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, McIntyre 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

             

             

          

        

      

    

    13. 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.

     

    
      	 	 	 
	 
 	 
 	
              John
                W. McIntyre

            
	 	 	 
	 	
              

              Signature

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    


    [biographical
      information from Form S-1]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      B

     

    


    [D&O
      questionnaire]