May 6, 2004


Trinity Partners Acquisition Company Inc.
245 Fifth Avenue, Suite 1600
New York, New York 100169

HCFP/Brenner Securities LLC
888 Seventh Avenue, 17th Floor
New York, New York 10106

           Re:   Initial Public Offering

Ladies and Gentlemen:

     The undersigned stockholder, officer and director of Trinity Partners
Acquisition Company Inc. ("Company"), in consideration of HCFP/Brenner
Securities LLC ("Brenner")'s willingness 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 11 hereof):

     1. In the event that the Company fails to consummate a Business Combination
within 12 months from the effective date ("Effective Date") of the registration
statement relating to the IPO (or 18 months under the circumstances described in
the prospectus relating to the IPO), the undersigned will take all reasonable
actions within his power to cause the Trust Fund to be liquidated and
distributed to the holders of the IPO Shares no later than 60 days from the
Effective Date. The undersigned waives any and all right, title, interest or
claim of any kind in or to any distribution of the Trust Fund as a result of
such liquidation with respect to his Insider Shares ("Claim") and hereby waives
any Claim he 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. 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)
which the Company may become subject as a result of any claim by any vendor or
other person who is owed money by the Company for services rendered or products
sold, or by any target business, but only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the amount in the
Trust Fund.




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HCFP/Brenner Securities LLC
May 6, 2004
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     2. 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 the
consummation by the Company of a Business Combination, the liquidation of the
Trust Fund or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary obligations the
undersigned might have.

     3. 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 reasonably acceptable to Brenner 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. The undersigned shall also be entitled
to reimbursement from the Company for his out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination.

     5. Neither the undersigned, any member of the family of the undersigned, or
any Affiliate of 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 undersigned or any Affiliate of the undersigned originates
a Business Combination.

     6. The undersigned hereby agrees and acknowledges that (i) Brenner would be
irreparably injured in the event of a breach by the undersigned of any of his
obligations under this paragraph 6, (ii) monetary damages would not be an
adequate remedy for any such breach, and (iii) Brenner shall be entitled to
injunctive relief, in addition to any other remedy it may have, in the event of
such breach.

     7. The undersigned agrees not to sell any of his Insider Securities until
the earlier of the Company's completion of a Business Combination or the
distribution of the Trust Fund.

     8. I agree to be the Chairman and Secretary and a director of the Company
until the earlier of the consummation by the Company of a Business Combination
or the





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HCFP/Brenner Securities LLC
May 6, 2004
Page 3


distribution of the Trust Fund. The undersigned's biographical information
furnished to the Company and Brenner 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 Section 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned's Questionnaire furnished to
the Company and Brenner and annexed as Exhibit B hereto is true and accurate in
all respects. The undersigned represents and warrants that:

          (a) he 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) 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.

     9. I have full right and power, without violating any agreement by which I
am bound, to enter into this letter agreement and to serve as Chairman and
Secretary and a member of the Board of Directors of the Company.

     10. I authorize any employer, financial institution, or consumer credit
reporting agency to release to Brenner and its legal representatives or agents
(including any investigative search firm retained by Brenner) any information
they may have about my background and finances ("Information"). Neither Brenner
nor its agents shall be violating my right of privacy in any manner in
requesting and obtaining the Information and I hereby release them from
liability for any damage whatsoever in that connection.

     11. 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 Securities" shall mean all of the shares of
common stock, Class W Warrants and Class Z Warrants (and all shares of common
stock underlying such securities) of the Company




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HCFP/Brenner Securities LLC
May 6, 2004
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owned by an Insider prior to the IPO; (iv) "IPO Shares" shall mean the shares of
Class B common stock issued in the Company's IPO; and (v) "Trust Fund" shall
mean that portion of the net proceeds of the IPO placed in trust for the benefit
of the holders of the IPO Shares as contemplated by the Company's prospectus
relating to the IPO.


                                             James Scibelli
                                             --------------
                                             Print Name of Insider


                                             /s/ James Scibelli
                                             ------------------
                                             Signature



                                                                       EXHIBIT A


JAMES SCIBELLI has served as our chairman of the board and secretary since our
inception. Since March 1986, Mr. Scibelli has served as president of Roberts &
Green, Inc., a New York financial consulting firm offering a variety of
financial and investment consulting services. Mr. Scibelli is also a member of
RG Securities LLC, a licensed broker-dealer in New York. Since 1993, Mr.
Scibelli has been a director of Acclaim Entertainment, Inc., a Nasdaq
SmallCap-listed company that develops and markets interactive entertainment
software. He is also a director of Dwango North America Corp., an OTC Bulletin
Board-listed company which develops and distributes wireless applications for
users of next-generation wireless devices. Mr. Scibelli received a B.S. from
Polytechnic Institute of Brooklyn.