Exhibit
      10.3

    ________,
      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:

     

    Kevin
      P.
      O’Keefe (“O’Keefe”), the undersigned officer 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, O’Keefe
      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, O’Keefe 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. O’Keefe 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
      O’Keefe 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. In the event of the liquidation of the Trust Fund,
      O’Keefe hereby agrees to severally indemnify and hold harmless the Company
      against any and all loss, liability, claims, damage and expense whatsoever
      (including, but not limited to, any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      whether pending or threatened, or any claim whatsoever) (“Indemnity Claim”)
      which the Company may become subject as a result of any claim by any vendor,
      service provider or financing provider for services rendered or products sold
      or
      contracted for, or by any target business, to the extent any such Indemnity
      Claim reduces the amount in the Trust Fund available for distribution to the
      Company’s stockholders, except (i)
      as to
      any claimed amounts owed to a third party who executed a legally enforceable
      waiver, or (ii) as to any claims under the Company’s indemnification obligations
      to the underwriters of the Company’s IPO against certain liabilities, including
      liabilities under the Securities Act of 1933, as amended.
      

     

    
      
         

      

      
         

        
          

        

      

      
        

          Capital
            TEN Acquisition Corp.

          Ladenburg
            Thalmann & Co. Inc.

          __________,
            2008

          Page
            2

           

           

        

      

    

    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, O’Keefe 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 O’Keefe ceases
      to be an officer or director of the Company, subject to any pre-existing
      fiduciary and contractual obligations O’Keefe might have.

     

    4. O’Keefe
      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.

     

    5. Neither
      O’Keefe, any member of the family of O’Keefe, nor any affiliate (“Affiliate”) of
      O’Keefe 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 commencing on the Effective Date,
      Capital TEN Partners, LLC (“Related Party”) shall be allowed to charge the
      Company $7,500 per month, to compensate it for certain general and
      administrative services including office space, utilities and secretarial
      support, as may be required by the Company from time to time. The Related Party
      and O’Keefe shall also be entitled to reimbursement from the Company for their
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination.

     

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

     

    7. O’Keefe
      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 O’Keefe and an escrow agent acceptable to the
      Company.

     

    8. O’Keefe
      agrees to be the President, Chief Operating Officer and Secretary of the Company
      until the earlier of the consummation by the Company of a Business Combination
      or the liquidation of the Company. O’Keefe’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
      O’Keefe’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. O’Keefe’s Questionnaire furnished to the Company and
      Ladenburg and annexed as Exhibit B hereto is true and accurate in all respects.
      O’Keefe 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;

    
       

      
        
           

        

        
           

          
            

          

        

        
          

            Capital
              TEN Acquisition Corp.

            Ladenburg
              Thalmann & Co. Inc.

            __________,
              2008

            Page
              3

             

             

          

        

      

    

    (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.

     

    9. O’Keefe
      has full right and power, without violating any agreement by which he is bound,
      to enter into this letter agreement and to serve as President, Chief Operating
      Officer and Secretary of the Company.

     

    10. O’Keefe
      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 O’Keefe, 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. O’Keefe
      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. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, O’Keefe agrees to advance such funds necessary to complete such
      liquidation and agrees not to seek repayment for such expenses.

     

    13. O’Keefe
      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 O’Keefe’s background and finances (“Information”). Neither
      Ladenburg nor its agents shall be violating O’Keefe’s right of privacy in any
      manner in requesting and obtaining the Information and O’Keefe hereby releases
      them from liability for any damage whatsoever in that connection.

    
       

      
        
           

        

        
           

          
            

          

        

        
          

            Capital
              TEN Acquisition Corp.

            Ladenburg
              Thalmann & Co. Inc.

            __________,
              2008

            Page
              4

             

             

          

        

      

    

    14. 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. O’Keefe 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,
      O’Keefe 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.

     

    15. 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.

     

    
      	 	
               

            
	 	 	
              Kevin
                P. O’Keefe

              

              Print
                Name of Insider

            
	 	 	 
	 	 
	 
 	 
 	 
 
	 	  	 
	 	
              

              Signature

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      A

     

    [biographical
      information from Form S-1]

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      B

    


    [D&O
      questionnaire]