EXHIBIT
      10.1

    
 

    _____________
      ___, 2008

    


    


    Staccato
      Acquisition Corp.

    825
      Third
      Avenue, 40th
      Floor

    New
      York,
      New York 10022

    


    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue, 27th Floor

    New
      York,
      New York 10016

    


    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned officer, director and stockholder of Staccato Acquisition Corp.
      (“Company”), in consideration of EarlyBirdCapital, Inc. (“EBC”) entering into a
      letter of intent (“Letter of Intent”) 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, the
      undersigned will vote all Insider Shares beneficially owned by him in accordance
      with the majority of the shares of common stock voted by the holders of the
      IPO
      Shares. If the Company seeks stockholder approval for its dissolution and plan
      of distribution prior the consummation of a Business Combination, the
      undersigned agrees to vote all Insider Shares in favor of such dissolution
      and
      plan of distribution. 

     

    2.  In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the consummation of the IPO (or 30 months from the consummation
      of
      the IPO under the circumstances described in the prospectus relating to the
      IPO), the undersigned will
      (i)
      cause the Trust Fund (as defined in the Letter of Intent) to be liquidated
      and
      distributed to the holders of the IPO Shares and (ii) take all reasonable
      actions within his power to cause the Company to liquidate as soon as reasonably
      practicable. The undersigned 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 his
      Insider Shares (“Claim”) and hereby waives any Claim the undersigned 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 Account (other than
      immediately prior to the consummation of Business Combination), the undersigned
      agrees to 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) to which the Company may become subject as a result of
      any
      claim by any vendor or other person who is owed money by the Company for
      services rendered to the Company in excess of the net proceeds of the Offering
      not held in trust or contracted for or products sold, or by any target business,
      but only to the extent necessary to ensure that such loss, liability, claim,
      damage or expense does not reduce the amount in the Trust Account.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  In
      order
      to minimize potential conflicts of inter-est which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      business 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 the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary or contractual
      obligations the undersigned might have.

     

    4.  The
      undersigned acknowledges and agrees that the Company will not: (i)
      acquire an entity with which the Insiders, through their other business
      activities, had acquisition or investment discussions in the past; (ii)
      consummate an initial Business Combination with an entity which is, or has
      been
      within the past five years, affiliated with any of the Insiders or their
      affiliates, including an entity that is either a portfolio company of, or has
      otherwise received a material financial investment from, any private equity
      fund
      or investment company (or an affiliate thereof) that is affiliated with such
      individuals; or (iii) enter into a Business Combination where the Company
      acquires less than 100% of a target business and any Insider acquires the
      remaining portion of such target business, unless, in any of such cases, the
      Company obtains an opinion from an independent investment banking firm
      reasonably acceptable to EBC that the Business Combination is fair to the
      Company’s unaffiliated stockholders from a financial point of view.

     

    5.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned 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, Crescendo Advisors II, LLC (“Related Party”), shall be
      allowed to charge the Company $10,000 per month, representing an allocable
      share
      of Related Party’s overhead, to compensate it for the Company’s use of Related
      Party’s offices, utilities and personnel. Related Party and the undersigned
      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
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee,
      consulting fee, or any other compensation in the event the undersigned, any
      member of the family of the undersigned or any Affiliate of the undersigned
      originates a Business Combination. 

     

    7.  The
      undersigned will escrow all of the Insider Units, subject to the terms of a
      Securities Escrow Agreement which the Company will enter into with the
      undersigned and an escrow agent acceptable to the Company. The undersigned
      further agrees that he will not sell, transfer or assign (except to permitted
      transferees) any Insider Warrants until after the consummation by the Company
      of
      a Business Combination.

     

    8.  The
      undersigned agrees to be Chairman of the Board, Chief Executive Officer and
      President of the Company until the earlier of the consummation by the Company
      of
      a Business Combination or the liquidation of the Company. The undersigned
      acknowledges that the foregoing does not interfere with or limit in any way
      the
      right of the Company to terminate the undersigned’s employment at any time
      (subject to other contractual rights the undersigned may have) nor confer upon
      the undersigned any right to continue in the employ of Company. The
      undersigned’s biographical information furnished to the Company and EBC and
      attached hereto as Exhibit A is true and accurate in all respects, does not
      omit
      any material information with respect to the undersigned’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. The undersigned’s
      Questionnaire furnished to the Company and EBC and annexed as Exhibit B
      hereto is true and accurate in all respects. The undersigned 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.

     

    9.  The
      undersigned 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, Chief Executive Officer and President of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.  The
      undersigned 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 the
      undersigned, 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.  The
      undersigned 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.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any circumstances. The
      undersigned further agrees not to enter into any type of transaction, the
      purpose of which is to induce a public stockholder to vote for approval of
      the
      Company’s initial Business Combination (including payments of money, transfers
      of securities or purchases of securities).

     

    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, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

     

    13.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to EBC and its legal representatives or agents
      (including any investigative search firm retained by EBC) any information they
      may have about the undersigned’s background and finances (“Information”).
      Neither EBC nor its agents shall be violating the undersigned’s right of privacy
      in any manner in requesting and obtaining the Information and the undersigned
      hereby releases them from liability for any damage whatsoever in that
      connection.
      The
      undersigned 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, the undersigned will promptly notify the Company and EBC and appoint
      a
      substitute agent acceptable to EBC 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.

     

    14.  This
      letter agreement shall be governed by and construed and enforced in accor-dance
      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.

     

    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 included in the
      Insider Units; (iv) “Insider Units” shall mean all of the units of the Company
      acquired by the Insiders prior to the IPO (including the underlying Insider
      Shares and warrants (and shares reserved for issuance upon exercise of such
      warrants)); (v) “Insider Warrants” shall mean the warrants being purchased by
      the Insiders in a private placement transaction simultaneously with the
      consummation of the IPO; and (vi) “IPO Shares” shall mean the shares of Common
      Stock issued in the Company’s IPO.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Eric
      S. Rosenfeld

    Print
      name

    


    


    __________________________

    Signature