DG ACQUISITION CORP.

                                                            ______________, 2005

Blue Alternative Asset Management LLC
420 Lexington Avenue
Suite 2650
New York, New York 10170

Gentlemen:

          This letter will confirm our agreement that, commencing on the
effective date ("Effective Date") of the registration statement for the initial
public offering ("IPO") of the securities of DG Acquisition Corp. ("DG") and
continuing until the earlier of the consummation by DG of a "Business
Combination" or DG's liquidation (as described in DG's IPO prospectus) (the
"Termination Date"), Blue Alternative Asset Management LLC shall make available
to DG certain office space, utilities and secretarial support as may be required
by DG from time to time, situated at 420 Lexington Avenue, Suite 2650, New York,
New York 10170. In exchange therefore, DG shall pay Blue Alternative Asset
Management LLC the sum of $7,500 per month on the Effective Date and continuing
monthly thereafter until the Termination Date.

                                        Very truly yours,

                                        DG ACQUISITION CORP.


                                        By:
                                            ------------------------------------
                                            Name: Mark R. Graham
                                            Title: Co-Chief Executive Officer

AGREED TO AND ACCEPTED BY:

Blue Alternative Asset Management LLC


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