Exhibit
      10.1 

     

    
 

    [______________],
      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 XII 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.

     

    (5)
      The
      undersigned agrees to indemnify and hold harmless the Company against any and
      all loss, liability, claims, damage and expense whatsoever (including, but
      not
      limited to, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) to which the Company may become subject
      as
      a result of any claim by any vendor, prospective target business or other entity
      that is owed money by the Company for services rendered or products sold to
      us
      or the claims of any target businesses, subject to the following limitations:
      (i) such indemnification will only be made insofar as the Company did not obtain
      a waiver from such party of such party’s rights or claims to the Trust Account,
      (ii) such indemnification will be made only to the extent necessary to ensure
      that such loss, liability, claim, damage or expense does not reduce the amount
      in the Trust Account (as defined in the Letter of Intent) below the amount
      necessary in order for each holder of IPO Shares to receive a liquidation amount
      of at least $7.76 per IPO Share owned by such holder, and (iii) such indemnity
      shall be limited to the extent of the undersigned’s pro rata beneficial
      ownership of the Company immediately prior to the IPO. 

     

    II.
      In
      order to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of (i) the
      consummation by the Company of a Business Combination, (ii) the dissolution
      of
      the Company or (iii) such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have. 

     

    III.
      The
      undersigned acknowledges and agrees that the Company will not consummate 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 which is a member of the National Association of
      Securities Dealers, Inc. and is reasonably acceptable to the Representatives
      that the Business Combination is fair to the Company’s stockholders from a
      financial perspective. 

     


    
      
        
        

      

      
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    IV.
      (1)
      Neither the undersigned, any member of the family of the undersigned, nor any
      affiliate of the undersigned (“Affiliate”)
      will
      be entitled to receive, and no such person will accept, any compensation for
      services rendered to the Company prior to the consummation of a Business
      Combination. 

     

    (2)
      The
      undersigned shall be entitled to reimbursement from the Company for his
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination. 

     

    V.
      Neither the undersigned, any member of the family of the undersigned, nor any
      Affiliate 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
      undersigned or any Affiliate originates a Business Combination. 

     

    VI.
      (1)
      The undersigned agrees to be the [officer title] and a director of the Company
      until the earlier of the consummation of a Business Combination or the
      dissolution of the Company. The undersigned agrees to not resign (or advise
      the
      Board that the undersigned declines to seek re-election to the Board of
      Directors) from his position as officer and/or director of the Company as set
      forth in the Registration Statement without the prior consent of the
      Representatives until the earlier of the consummation by the Company of a
      Business Combination, liquidation of the Trust Account, or the dissolution
      of
      the Company. The undersigned acknowledges that the foregoing does not interfere
      with or limit in any way the right of the Company to terminate the undersigned’s
      employment at any time (subject to other contractual rights the undersigned
      may
      have) nor confer upon the undersigned any right to continue in the employ of
      Company. 

     

    (2)
      The
      undersigned’s biographical information furnished to the Company and the
      Representatives and attached hereto as Exhibit A is true and accurate in all
      respects, does not omit any material information with respect to the
      undersigned’s background 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. The undersigned’s Questionnaire previously furnished to
      the Company and the Representatives is true and accurate in all respects as
      of
      the date first written above. 

     

    (3)
      The
      undersigned represents and warrants that: 

     

    (a)
      he is
      not subject to or a respondent in any legal action for, any injunction relating
      to, or any 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)
      he
      has 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)
      he
      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. 

     


    
      
        
        

      

      
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    VII.
      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 the [officer
      title] and a director of the Company.

     

    VIII.
      The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Representatives and its legal representatives
      or agents (including any investigative search firm retained by the
      Representatives) any information they may have about the undersigned’s
      background and finances (“Information”).
      Neither the Representatives nor its agents shall be violating the undersigned’s
      right of privacy in any manner in requesting and obtaining the Information
      and
      the undersigned hereby releases them from liability for any damage whatsoever
      in
      that connection. 

     

    IX.
      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. 

     

    X.
      The
      undersigned will escrow his Insider Shares, if any, 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.

     

    XI.
      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.

     

    XII.
      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; and (iv)
“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.

     


    
      
        
        

      

      
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    XIII.
      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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              Print
                Name of Insider

            
	 
	 
	 
	
              Signature

            
	 


    

    

      
        
          
          

        

        
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    EXHIBIT
      A

     

    [biography]

     


    
      
        
        

      

      
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