____________,
2010

    


    57th Street
GAC Holdings LLC

    590
Madison Avenue, 35th
Floor

    New York,
NY 10022

    


    Re:           57TH STREET
GENERAL ACQUISITION CORP.

    


    Gentlemen:

    


    This
letter will confirm our agreement, that commencing on the effective date
(“Effective Date”) of the registration statement (“Registration Statement”) of
the initial public offering (“IPO”) of the securities of 57th Street
General Acquisition Corp. (the “Company”) and continuing until the earliest to
occur of: (i) the consummation of a Business Transaction (as described in the
Registration Statement), (ii) , 2011 [15 months from the date of this
prospectus]  and (iii) the date on which we determine to
dissolve and liquidate our trust account pursuant to the Company’s Amended and
Restated Certificate of Incorporation (such earliest date hereinafter referred
to as the “Termination Date”), 57th Street
GAC Holdings, LLC shall make available to the Company, at 590 Madison Avenue,
35th
Floor, New York, New York 10022 (or any successor location of the Company),
certain general and administrative services, including but not limited to
receptionist, secretarial and general office services.  In exchange
therefore, the Company shall pay 57th Street
GAC Holdings LLC the sum of $7,500 per month on the Effective Date and
continuing monthly thereafter until the Termination Date, with any payments in
respect of a partial month pro-rated.

    


    This
letter agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by all parties
hereto.

    


    No party
hereto may assign either this letter agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.
Any purported assignment in violation of this paragraph shall be void and
ineffectual and shall not operate to transfer or assign any interest or title to
the purported assignee.

     

    57th Street
GAC Holdings LLC has no right, title, interest, or claim of any kind (“Claim”)
in or to any monies in the Trust Account (as defined in that certain Investment
Management Trust Agreement, dated as of the date hereof, by and between the
Company and Continental Stock Transfer & Trust Company, as trustee of
the Trust Account), and hereby waives any Claim in or to any monies in the Trust
Account it may have in the future, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  57TH
      STREET GENERAL ACQUISITION CORP.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:
      Mark Klein

                
	 
      	 
      	
                  Title:
      Chief Executive Officer

                


        

      

    

    


    Agreed to
and Accepted by:

    


    57TH STREET
GAC HOLDINGS LLC

    


    
      
        
          
            
              
                
                  
                    
                      	
                              By:

                            	 
      	 
	 
      	
                              Name:

                            	 	 
      	 
	 
      	
                              Title:
      Managing Member