NUMBER                                                          SERIES B UNIT
U-__________


SEE REVERSE FOR
CERTAIN DEFINITIONS
                   TRINITY PARTNERS ACQUISITION COMPANY INC.

                                                        CUSIP __________________

      SERIES B UNITS CONSISTING OF TWO SHARES OF CLASS B COMMON STOCK, ONE
            CLASS W WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AND
            ONE CLASS Z WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT ____________________________________________________________

is the owner of ________________________________________________ Series B Units.

Each Series B Unit ("Series B Unit") consists of two (2) shares of Class B
common stock, par value $.0001 per share ("Class B Common Stock"), of Trinity
Partners Acquisition Company Inc., a Delaware corporation (the "Company"), one
(1) Class W Warrant (the "Class W Warrant") and one (1) Class Z Warrant (the
"Class Z Warrant"). Each Class W Warrant and Class Z Warrant entitles the holder
to purchase one (1) share of common stock, par value $.0001 per share (the
"Common Stock") for $5.00 per share (subject to adjustment). Each Class W
Warrant and Class Z Warrant will become exercisable on the later of (a) [_____],
2005 or (b) the earlier of the Company's completion of a business combination or
the distribution of funds held by that certain trust fund on behalf of the
holders of the Company's Class B Common Stock. The Class W Warrants will expire
unless exercised before 5:00 p.m., New York City time, on [_____], 2009, or
earlier upon redemption, and the Class Z Warrants will expire unless exercised
before 5:00 p.m., New York City time, on [_____], 2011, or earlier upon
redemption. The Class B Common Stock, Class W Warrants and Class Z Warrants
comprising the Series B Units represented by this certificate are not
transferable separately prior to [_____], 2004, subject to earlier separation in
the discretion of HCFP/Brenner Securities LLC. The terms of the Class W
Warrants and the Class Z Warrants are governed by a Warrant Agreement, dated as
of [_____], 2004, between the Company and American Stock Transfer & Trust
Company, as Warrant Agent (the "Warrant Agreement"), and are subject to the
terms and provisions contained therein, all of which terms and provisions the
holder of this certificate consents to by acceptance hereof. Copies of the
Warrant Agreement are on file at the office of the Warrant Agent at 59 Maiden
Lane, New York, New York 10038, and are available to any holder of Class W
Warrants and Class Z Warrants on written request and without cost.
     This certificate is not valid unless countersigned by the Transfer Agent
     and Registrar of the Company.
     Witness the facsimile seal of the Company and the facsimile signature of
     its duly authorized officers.


By

                 [TRINITY PARTNERS ACQUISITION COMPANY INC. LOGO]
                         [DELAWARE CORPORATE SEAL 2004]


-------------------------------                  -------------------------------
                      President                  Secretary




                    TRINITY PARTNERS ACQUISITION COMPANY INC.

     The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


  TEN COM - as tenants in common      UNIF GIFT MIN ACT - _____ Custodian_______
  TEN ENT - as tenants by the                             (Cust)         (Minor)
            entireties
  JT TEN -  as joint tenants with
            right of survivorship             under Uniform Gifts to Minors
            and not as tenants in common      Act ______________
                                                      (State)

Additional Abbreviations may also be used though not in the above list.


     For value received, ___________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

--------------------------------------


--------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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__________________________________________________________________Series B Units

represented by the within Certificate, and do hereby irrevocably constitute and
appoint

________________________________________________________________________Attorney

to transfer the said Series B Units on the books of the within named Company
will full power of substitution in the premises.


Dated
      -------------------


                                 -----------------------------------------------
                                 NOTICE: The signature to this assignment must
                                         correspond with the name as written
                                         upon the face of the certificate in
                                         every particular, without alteration or
                                         enlargement or any change whatever.

Signature(s) Guaranteed:



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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).