Exhibit 10.4

    


    GLOBAL EAGLE ACQUISITION
CORP.

    


    February
2, 2011

    


    Roscomare
Ltd.

    10900
Wilshire Blvd., Suite 1500

    Los
Angeles, CA 90024

    


    Re: Administrative Services
Agreement

    


    Gentlemen:

     

    This
letter will confirm our agreement that, commencing on the date the securities of
Global Eagle Acquisition Corp. (the “Company”) are first quoted on the
Over-The-Counter Bulletin Board quotation system (the “Quoting Date”), pursuant
to a Registration Statement on Form S-1 and prospectus filed with the Securities
and Exchange Commission (the “Registration Statement”) and continuing until the
earlier of the consummation by the Company of an initial business combination or
the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination
Date”), Roscomare Ltd. shall make available to the Company, at 10900 Wilshire
Blvd., Suite 1500, Los Angeles, CA 90024 (or any successor location of Roscomare
Ltd.), certain office space, utilities and secretarial support as may be
reasonably required by the Company. In exchange therefor, the Company shall pay
Roscomare Ltd. the sum of $10,000 per month on the Quoting Date and continuing
monthly thereafter until the Termination Date.

     

    This
letter agreement constitutes the entire agreement and understanding of the
parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.

     

    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.

     

    This
letter agreement, the entire relationship of the parties hereto, and any
litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of California, without giving effect to its
choice of laws principles.

     

    [Signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	      
                    Very
      truly yours,

                  
	 
	
                    GLOBAL EAGLE ACQUISITION
      CORP.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ James A. Graf

                  
	 
      	
                    Name:
      James A. Graf

                  
	 
      	
                    Title:
      Vice President

                  


          

        

      

    

    


     

    
      
        	
                AGREED
      TO AND ACCEPTED BY:

              
	 
      
	
                ROSCOMARE
      LTD.

              
	 
      	 
      
	
                By:

              	
                /s/ Harry E. Sloan

              
	
                Name:
      Harry E. Sloan

              
	
                Title:
      General Partner

              


      

    

    


    [Signature
Page to Administrative Services Letter Agreement]