AGREEMENT TO PROVIDE OFFICE SPACE AND SECRETARIAL SERVICES

Consulting Services Agreement

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Title: AGREEMENT TO PROVIDE OFFICE SPACE AND SECRETARIAL SERVICES
Date: 6/30/2005

                              
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 des

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