EXHIBIT 10.2



                                                     October 4, 2004


Millstream II Acquisition Corporation
435 Devon Park Drive
Building 400
Wayne, Pennsylvania 19087

EarlyBirdCapital, Inc.
600 Third Avenue
33rd Floor
New York, New York 10016

                  Re:      Initial Public Offering
                           -----------------------

Gentlemen:

                  The undersigned trustee, on behalf of the Spector Family Trust
("Trust"), a stockholder of Millstream II Acquisition Corporation ("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 9 hereof):

                  1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by the
Trust in accordance with the majority of the votes cast by the holders of the
IPO Shares.

                  2. In the event that the Company fails to consummate a
Business Combination within 18 months from the effective date ("Effective Date")
of the registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the undersigned
will vote all Insider Shares owned by the Trust in favor of the Company's
decision to liquidate and distribute the Trust Fund (as defined in the Letter of
Intent) to the holders of the IPO Shares. The undersigned hereby waives any and
all right, title, interest or claim of any kind in or to any distribution the
Trust Fund as a result of such liquidation with respect to the Trust's Insider
Shares ("Claim") and hereby waives any Claim the Trust 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.

                  3. The Trust will not submit to the Company for consideration,
or



vote for the approval of, any Business Combination which involves a company
which is affiliated with any of the Insiders unless 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 stockholders from a
financial perspective.

                  4. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that the undersigned
shall be entitled to reimbursement from the Company for her out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

                  5. Neither the Trust, the undersigned, any member of the
family of the undersigned, or any Affiliate of the Trust or the undersigned will
be entitled to receive or accept a finder's fee or any other compensation in the
event the undersigned, any member of the family of the Trust or undersigned or
any Affiliate of the Trust or undersigned originates a Business Combination.

                  6. The Trust will escrow its Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.

                  7. The Trust's Questionnaire furnished to the Company and
annexed as Exhibit A hereto is true and accurate in all respects. The
undersigned represents and warrants that the trustees and beneficiaries of the
Trust are:

             (a) 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) have 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) have 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.

                  8. The Trust has full right and power, without violating any
agreement by which it is bound, to enter into this letter agreement.

                  9. 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 selected by the Company; (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 owned by an Insider prior to the IPO; and (iv) "IPO Shares"
shall mean the shares of Common Stock issued in the Company's IPO.

                                                     Spector Family Trust
                                                     --------------------
                                                     Print Name of Insider

                                                     SPECTOR FAMILY TRUST


                                                     By: /s/ Jeremy Spector
                                                         ---------------------
                                                         Name: Jeremy Spector
                                                         Title: Trustee