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Exhibit 10.2    
    


                        ,
2005                  


MERRIMAN
CURHAN FORD & CO.

        As representative of the several Underwriters

600 California Street, 9th Floor

San Francisco, California 94108 



	Re:
	Treehouse
Partners Corporation Initial Public Offering—Letter Agreement 




Dear
Ladies and Gentlemen: 


        This
letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and
between Treehouse Partners Corporation, a Delaware corporation (the "Company"), and Merriman Curhan Ford & Co., as Representative (the
"Representative") of the several Underwriters named in Schedule I thereto (the "Underwriters"),
relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each comprised of one share of the Company's
common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the
"Warrant"). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated
by reference herein. 


        In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon
the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Representative as follows: 


        The
undersigned represents and warrants that, as of the date hereof, (i) the biographical information furnished to the Company and the Representative and attached hereto as  Exhibit A is true and
accurate in all respects (other than de minimis errors or omissions), does not omit any material information with respect
to the undersigned's background during the previous five years and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act of 1933, as amended, and (ii) the questionnaires furnished by the undersigned to the Company and the Representative are true and accurate in all respects (other than de
minimis errors or omissions). The undersigned further represents and warrants that: 



        (A)  The
undersigned is 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)  The
undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities and such person is not currently a defendant in any such criminal proceeding; and 



        (C)  The
undersigned has 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. 




        The
undersigned understands that the Representative may conduct a reasonable background check with respect to the undersigned; provided, that the Representative agrees to maintain the
confidentiality of any information received pursuant thereto, and further agrees not to transfer, or cause or permit the transfer of, such information to any other person or party, or use such
information other than in connection with the IPO, in each case without the express written consent of the undersigned. 



        The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the
IPO. 







 



        This
letter agreement shall be binding on the undersigned and such person's respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on
the earlier of (i) the Business Combination Date and (ii) the Termination Date, provided, however, that any such termination shall not relieve the undersigned from any liability
resulting from or arising out of any breach of any agreement or covenant hereunder occurring prior to the termination of this letter agreement. 


        This
letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another
jurisdiction. 


        No
term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced. 


[The Remainder of this Page is Intentionally Left Blank]


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	 	 	 	 	Sincerely,
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	
 Name:

Title:
	

Accepted and agreed:	
 	

 	
 	

 
	

MERRIMAN CURHAN FORD & CO.	
 	

 	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 
	Name:

Title:	 	 	 	 




3







Schedule 1  


SUPPLEMENTAL COMMON DEFINITIONS  


        Unless the context shall otherwise require, the following terms shall have the following respective meanings for all purposes, and the
following definitions are equally applicable to both the singular and the plural forms and the feminine, masculine and neuter forms of the terms defined.


        "Business Combination" shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset acquisition or other
similar business combination of one or more operating businesses in the technology-related sector (collectively, the "Target Business") having, individually or collectively, a fair market value (as
calculated in accordance with the Company's Certificate of Incorporation) at least equal to 80% of the Company's net assets at the time of such merger, capital stock exchange, asset acquisition or
other similar business combination; provided, that any acquisition of multiple operating businesses shall occur contemporaneously with one another. 


        "Business Combination Date" shall mean the date upon which a Business Combination is consummated. 


        "Effective Date" shall mean the date upon which the Registration Statement is declared effective under the Securities Act of 1933, as
amended, by the SEC. 


        "Immediate Family" shall mean, with respect to any person, such person's spouse, lineal descendents, father, mother, brothers or sisters
(including any such relatives by adoption or marriage). 


        "Independent Directors" shall mean the Company's directors that qualify as "independent" under NASD Rule 4200(a)(15), as amended. 


        "Termination Date" shall mean the date that is sixty (60) calendar days immediately following the Transaction Failure Date
(inclusive thereof). 


        "Transaction Failure" shall mean the earlier of (i) the failure to enter into a letter of intent, definitive agreement or agreement
in principle with respect to a Business Combination on any day during the eighteen-month period immediately following the Effective Date, and (ii) the failure to consummate a Business
Combination on any day during the twenty-four-month period immediately following the Effective Date. 


        "Transaction Failure Date" shall mean if a Transaction Failure first occurs as a result of the failure described in clause (i) of
the definition of "Transaction Failure", the 18-month anniversary of the Effective Date, and if a Transaction Failure first occurs as a result of the failure described in
clause (ii) of the definition of "Transaction Failure", the second anniversary of the Effective Date. 







Exhibit A  


BIOGRAPHY  


[Insert
Bio here] 











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Exhibit 10.2