**INVESTMENT MANAGEMENT TRUST****AGREEMENT**made
      as of July 29, 2004 by and between **TRINITY
      PARTNERS ACQUISITION COMPANY INC.**(the “Company”) and **AMERICAN STOCK TRANSFER & TRUST COMPANY,**as
      Trustee (“Trustee”).
 
 ______________________


The
Company’s Registration Statement on Form S-1, No. 333-115319 (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been
declared effective as of the date hereof by the Securities and Exchange
Commission (“Effective Date”); and
  HCFP/Brenner
Securities LLC (“Brenner”) is acting as the representative of the underwriters
in the IPO; and
  As
described in the Company’s Registration Statement, and in accordance with the
Company’s Certificate of Incorporation, $6,565,000 of the gross proceeds of the
IPO ($7,549,750 if the underwriters' over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account for
the benefit of the Company and the holders of the Company’s Class B common
stock, par value $.0001 per share, issued in the IPO (the amount to be delivered
to the Trustee will be referred to herein as the “Property”; the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the
“Public Stockholders,” and the Public Stockholders and the Company will be
referred to together as the “Beneficiaries”); and
  The
Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;
  **NOW,
THEREFORE** , in
consideration of the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
 
 1.  Agreements
and Covenants of Trustee . The
Trustee hereby agrees and covenants to:
 
 (a)  Hold the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in a segregated trust account (“Trust Account”) established by the
Trustee at a branch of JPMorgan Chase NY Bank selected by the
Trustee;
 
 (b)  Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
 
 (c)  In a
timely manner, upon the instruction of the Company, to invest and reinvest the
Property in any “Government Security.” As used herein, Government Security means
any Treasury Bill issued by the United States, having a maturity of one hundred
and eighty days or less;
   
 
 (d)  Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;
 
 (e)  Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;
 
 (f)  Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account;
 
 (g)  Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do
so;
 
 (h)  Render to
the Company and to Brenner, and to such other person as the Company may
instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account;
and
 
 (i)  Commence
liquidation of the Trust Account only after receipt of and only in accordance
with the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed on
behalf of the Company by its President or Chairman of the Board and Secretary,
and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account only as directed in the Termination Letter and the other
documents referred to therein.
 
 2.  Agreements
and Covenants of the Company . The
Company hereby agrees and covenants to:
 
 (a)  Give all
instructions to the Trustee hereunder in writing, signed by the Company’s
President or Chairman of the Board. In addition, except with respect to its
duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and
shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;
 
 (b)  Hold the
Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee's
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;
and
   
 
 (c)  Pay the
Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
being expressly understood that the Property shall not be used to pay such fee),
plus reasonable out-of-pocket expenses (including pursuant to Section 4(c)
hereof). The Company shall pay the Trustee the initial acceptance fee and first
year’s fee at the consummation of the IPO and thereafter on the anniversary of
the Effective Date. The Trustee shall refund to the Company the fee (on a pro
rata basis) with respect to any period after the liquidation of the Trust Fund.
The Company shall not be responsible for any other fees or charges of the
Trustee except as may be provided in paragraph 2(b) hereof (it being
expressly understood that the Property shall not be used to make any payments to
the Trustee under such paragraph).
 
 3.  Limitations
of Liability . The
Trustee shall have no responsibility or liability to:
 
 (a)  Take any
action with respect to the Property, other than as directed in paragraph 1
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
 
 (b)  Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or
guaranteed to it funds sufficient to pay any expenses incident
thereto;
 
 (c)  Change
the investment of any Property, other than in compliance with
paragraph 1(c);
 
 (d)  Refund
any depreciation in principal of any Property;
 
 (e)  Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
 
 (f)  The other
parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
 
 (g)  Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and
   
 
 (h)  Pay any
taxes on behalf of the Trust Account (it being expressly understood that the
Property shall not be used to pay any such taxes and that such taxes, if any,
shall be paid by the Company from funds not held in the Trust
Account).
 
 4.  Termination . This
Agreement shall terminate as follows:
 
 (a)  If the
Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided, however, that, in the event
that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with the United States District Court
for the Southern District of New York and upon such deposit, the Trustee shall
be immune from any liability whatsoever;
 
 (b)  At such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 2(b); or
 
 (c)  On such
date after January 29, 2006 when the Trustee deposits the Property with the
United States District Court for the Southern District of New York in the event
that, prior to such date, the Trustee has not received a Termination Letter from
the Company pursuant to paragraph 1(i).
 
 5.  Miscellaneous .
 
 (a)  The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit C. The Company and the Trustee will
each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other
identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
rather than names. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers
provided.
   
 
 (b)  This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws. It may
be executed in several counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument.
 
 (c)  This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each of
the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of Brenner. As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.
 
 (d)  The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York for purposes of resolving any disputes
hereunder.
 
 (e)  Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
 
 if to the
Trustee, to:
 
 American
Stock Transfer & Trust Company
 59 Maiden
Lane
 New York,
New York 10038
 Attn:  George
Karfunkel, Executive Vice President
 Fax No.:
 
 if to the
Company, to:
 
 Trinity
Partners Acquisition Company Inc.
 245 Fifth
Avenue - Suite 1600
 New York,
New York 10016
 Attn:
Lawrence Burstein, President
 Fax No.:
(212) 532-8293
 
 in either
case with a copy to:
 
 HCFP/Brenner
Securities LLC
 888
Seventh Avenue, 17 th Floor
 New York,
New York 10106
 Attn: Ira
Greenspan
 Fax No.:
 
 
 (f)  This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.
 
 (g)  Each of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in
the Trust Account under any circumstance.
 
 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
   
  
  **IN
WITNESS WHEREOF** , the
parties have duly executed this Investment Management Trust Agreement as of the
date first written above.
  **AMERICAN STOCK TRANSFER &
      TRUSTCOMPANY**,
      as TrusteeBy:
    /s/ Herbert J. LemmerName: Herbert J. LemmerTitle Vice
  President
 ****TRINITY PARTNERS
      ACQUISITIONCOMPANY INC.**By:
    /s/ Lawrence BursteinName: Lawrence BursteinTitle:  
      President**
 
   
   **EXHIBIT
A**
 
 **[Letterhead
of Trinity Partners Acquisition Company Inc.]**
 
 **[Insert
date]**
 
 American
Stock Transfer
 &
Trust Company
 59 Maiden
Lane
 New York,
New York 10038
 Attn:
 
 Re:  Trust
Account No. [      ] Termination
Letter
 
 Ladies
and Gentlemen:
 
 Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Trinity
Partners Acquisition Company Inc. (“Company”) and American Stock Transfer &
Trust Company, as Trustee (“Trustee”), dated as of _____________, 2004 (“Trust
Agreement”), this is to advise you that the Company has entered into an
agreement (“Business Agreement”) with __________________ (“Target Business”) to
consummate a business combination with Target Business (“Business Combination”)
on or about **[insert
date]** . The
Company shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (“Consummation Date”).
 
 In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
 
 On the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated, and (ii) the
Company shall deliver to you written instructions with respect to the transfer
of the funds held in the Trust Account (“Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and
the Company shall direct you as to whether such funds should remain in the Trust
Account and distributed after the Consummation Date to the Company. Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.
 
 
 
 
 In the
event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held in
the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the
notice.
   Very truly
yours,**TRINITY PARTNERS ACQUISITION**COMPANY
      INC.****By:Name: Lawrence BursteinTitle:  
President
 By:Name: James ScibelliTitle:  
Secretary
  
 
 ****
 ****
 **EXHIBIT
B**
 
 
 **[Letterhead
of Trinity Partners Acquisition Company Inc.]**
 
 **[Insert
date]**
 American
Stock Transfer
 &
Trust Company
 59 Maiden
Lane
 New York,
New York 10038
 Attn:
 
 Re:  Trust
Account No. [     ] Termination Letter
 
 Ladies
and Gentlemen:
 
 Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Trinity
Partners Acquisition Company Inc. (“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of _____________, 2004 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination
with a Target Company within the time frame specified in the Company's
prospectus relating to its IPO.
  In
accordance with the terms of the Trust Agreement, we hereby authorize and direct
you to commence liquidation of the Trust Account. You will notify the Company
and JP Morgan Chase NY Bank (“Designated Paying Agent”) in writing as to when
all of the funds in the Trust Account will be available for immediate transfer
(“Transfer Date”). The Designated Paying Agent shall thereafter notify you as to
the account or accounts of the Designated Paying Agent that the funds in the
Trust Account should be transferred to on the Transfer Date so that the
Designated Paying Agent may commence distribution of such funds in accordance
with the Company’s instructions. You shall have no obligation to oversee the
Designated Paying Agent’s distribution of the funds. Upon the payment to the
Designated Paying Agent of all the funds in the Trust Account, the Trust
Agreement shall be terminated.
  Very truly yours,TRINITY PARTNERS
      ACQUISITIONCOMPANY INC.By:Name: Lawrence BursteinTitle:  
    President
   By:Name: James ScibelliTitle:  
    Secretary
 
 
   **EXHIBIT
C**
 
 
 
 
 **AUTHORIZED INDIVIDUAL(S)FOR
      TELEPHONE CALL BACK**
    **AUTHORIZEDTELEPHONE
      NUMBER(S)****Company:**Trinity Partners Acquisition
      CompanyInc.
    (212) 696-4282245 Fifth Avenue, Suite 1600New York, New York 10016Attn: Lawrence Burstein,
    President**Trustee:**American Stock Transfer & Trust
      Company
    (212) 936-510059 Maiden LaneNew York, New York 10038Attn:George
      Karfunkel        Executive Vice President
 
 
 
 
 ****