Exhibit
      10.4 

    
 

    [______________],
      2007

     

     

    TransTech
      Services Partners Inc. 

    445
      Fifth
      Avenue, Suite 30H

    New
      York,
      New York 10016 

     

    Cowen
      and
      Company, LLC

    1221
      Avenue of the Americas

    New
      York,
      New York 10020

     

    Maxim
      Group LLC 

    405
      Lexington Avenue 

    New
      York,
      New York 10174 

     

    Re: TransTech
      Services Partners Inc. (the “Company”)

     

    Gentlemen:
      

     

    The
      undersigned, in consideration of Cowen and Company, LLC (“Cowen”)
      and
      Maxim Group LLC (“Maxim”,
      together with Cowen the “Representatives”)
      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 VI hereof): 

     

    I.
      (1) 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 (such later date being referred
      to herein as the “Termination
      Date”)),
      the
      undersigned shall (A) take all such action reasonably within its power as is
      necessary to dissolve the Company and liquidate the Trust Account to holders
      of
      IPO Shares (i) as soon as reasonably practicable, (ii) after approval of the
      Company’s stockholders, (iii) subject to the requirements of the Delaware
      General Corporation Law (the “GCL”),
      including voting for the adoption of a resolution by the board of directors,
      prior to such Termination Date, pursuant to Section 275(a) of the GCL, finding
      the dissolution of the Company advisable and (iv) causing the preparation of
      such notices as are required by said Section 275(a) of the GCL as promptly
      thereafter as possible; (B) cause the board of directors to convene and adopt
      a
      plan of dissolution and distribution, vote his shares in favor of any plan
      of
      dissolution and distribution recommended by the board of directors, and seek
      stockholder approval for the plan of dissolution and distribution; and (C)
      on
      the date of any such adoption, cause the Company to prepare and file a proxy
      statement with the Securities and Exchange Commission setting out the plan
      of
      dissolution and distribution. 

     

    (2)
      If
      the Company seeks approval from its stockholders to consummate a Business
      Combination within 90 days of the expiration of 24 months from the Effective
      Date, the undersigned agrees to take all such action reasonably within its
      power
      as is necessary to ensure that the proxy statement related to such Business
      Combination will seek stockholder approval for the plan of dissolution and
      distribution in the event the stockholders do not approve the Business
      Combination. 

     

    (3)
      If no
      proxy statement seeking the approval of the stockholders for a Business
      Combination has been filed within 30 days prior to the date which is 24 months
      from the date of the IPO, the undersigned agrees to take, prior to such date,
      all such action reasonably within its power as is necessary to convene and
      adopt
      a plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4)
      Except with respect to any of the IPO Shares acquired by the undersigned in
      connection with or following the IPO, the undersigned hereby (a) waives any
      and
      all right, title, interest or claim of any kind (“Claim”)
      in or
      to all funds in the Trust Account and any remaining net assets of the Company
      upon liquidation of the Trust Account and dissolution of the Company, (b) waives
      any Claim the undersigned may have in the future as a result of, or arising
      out
      of, any contracts or agreements with the Company (c) agrees that the undersigned
      will not seek recourse against the Trust Account for any reason
      whatsoever.

     

    II.
      The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as a director
      of
      the Company.

     

    III.
      In
      connection with the vote required to consummate a Business Combination, the
      undersigned agrees that he will vote all shares of common stock owned by him
      (either directly or indirectly) prior to the IPO (the “Insider
      Shares”),
      if
      any, in accordance with the majority of the votes cast by the holders of the
      IPO
      Shares, and all shares of common stock acquired in or following the IPO “for” a
      Business Combination. 

     

    IV.
      The
      undersigned will escrow his Insider Shares for the period commencing on the
      Effective Date and ending on the earlier of: (i) the third anniversary of the
      Effective Date, and (ii) the first anniversary of the completion of a Business
      Combination, 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. The undersigned will not, during the period commencing on the date
      hereof and ending on the earlier to occur of (i) the consummation of a Business
      Combination or (ii) the Company’s disposition and liquidation, sell or transfer
      the Private Warrants (except to stockholders of the undersigned, spouses or
      children of such stockholders, or trusts established for their benefit). In
      the
      case of any sale or transfer of the Private Warrants to stockholders of the
      undersigned, spouses or children of such stockholders, or trusts established
      for
      their benefit, it shall be a condition to the transfer that the transferee
      executes and delivers to the Company and the Representatives, not later than
      one
      business day prior to such transfer, a written agreement, satisfactory in form
      and substance to the Company and the Representatives, that the transferee shall
      be bound by the same transfer restrictions as the undersigned. If the agreement
      is not executed by the transferee, the transfer will be deemed null and
      void.

     

    V.
      This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”)
      shall
      be brought and enforced in the federal courts of the United States of America
      for the Southern District of New York, and irrevocably submits to the
      jurisdiction of such courts, which jurisdiction shall be exclusive, (ii) waives
      any objection to the exclusive jurisdiction of such courts and any objection
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Katten Muchin Rosenman LLP as agent for the service of process in the
      State of New York to receive, for the undersigned and on his behalf, service
      of
      process in any Proceeding. If for any reason such agent is unable to act as
      such, the undersigned will promptly notify the Company and the Representatives
      and appoint a substitute agent acceptable to each of the Company and the
      Representatives within 30 days and nothing in this letter will affect the right
      of either party to serve process in any other manner permitted by
      law.

     

    
      
        
        

      

      
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    VI.
      As
      used herein, (i) a “Business
      Combination”
      shall
      mean any acquisition by merger, capital stock exchange, asset acquisition,
      stock
      purchase or other similar business combination consummated by the Company with
      one or more small- to mid-market U.S. and/or European based operating companies
      engaged in the delivery of Information Technology and Information Technology
      Enabled Services (ITES), Business Process Outsourcing (BPO) and/or Knowledge
      Process Outsourcing (KPO), whose operations are particularly suitable for
      operational and productivity improvements, which would include leveraging
      delivery centers located in offshore countries such as India (as described
      more
      fully in the prospectus relating to the IPO);
      (ii)
“Insiders”
shall
      mean all officers, directors and stockholders of the Company immediately prior
      to the IPO; (iii) “IPO
      Shares”
shall
      mean the shares of Common Stock issued in the Company’s IPO; (iv) “Private
      Warrants”
shall
      mean 1,025,000 warrants purchased by TSP Ltd. from the Company at a price of
      $1.20 per warrant in a private placement under the Securities Act of 1933,
      as
      amended, prior to the Effective Date, as described in greater detail in the
      prospectus relating to the IPO; and (v) “Trust
      Account”
shall
      mean the trust account in which most of the proceeds to the Company of the
      IPO
      will be deposited and held for the benefit of the holders of the IPO shares,
      as
      described in greater detail in the prospectus relating to the IPO.

     

    VII.
      This
      letter agreement shall supersede any other letter agreement signed by the
      undersigned with respect to the subject matter hereof. 

     

     

    [Signature
      Page to Follow] 

     


    
      
        
        

      

      
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              TSP
                Ltd.

               

               

               

              By:

            
	
              Name:

            
	
              Title:

            


    

    


     

    
      
        
        

      

      
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