Trinity Partners Acquistion CO Inc. Watch

from 10-K 10 pages 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

from S-1 1 page Promissory Note $23,000.00 April 27, 2004 for Value Received, Trinity Partners Acquisition Company Inc., a Delaware Corporation (The "Company"), Hereby Promises to Pay to the Order of James Scibelli (The "Holder") the Principal Sum of Twenty Three Thousand ($23,000.00) Dollars Upon the Earlier of (I) April 26, 2005 or (II) the Consummation of the Company's Initial Public Offering of Its Equity Securities. This Note Shall Not Bear Interest on the Principal Sum Thereof. the Principal of This Note Shall Be Paid at 245 Fifth Avenue, Suite 1600, New York, New York 10016, or at Such Other Place (Including the Office of Any Commercial Bank) Within or Without the State of New York as May Hereafter Be Designated by Written Notice Given by the Holder of This Note to the Company. the Company Hereby Waives Presentment, Demand for Payment, Notice of Dishonor, Notice of Protest, and All Other Notices and Demands in Connection With the Delivery, Acceptance, Performance, Default, Endorsement or Guarantee of This Note. Trinity Partners Acquisition Company Inc. By: /S/ Lawrence Burstein Name: Lawrence Burstein Title: President

from S-1 1 page Promissory Note $23,000.00 April 27, 2004 for Value Received, Trinity Partners Acquisition Company Inc., a Delaware Corporation (The "Company"), Hereby Promises to Pay to the Order of Lawrence Burstein (The "Holder") the Principal Sum of Twenty Three Thousand ($23,000.00) Dollars Upon the Earlier of (I) April 26, 2005 or (II) the Consummation of the Company's Initial Public Offering of Its Equity Securities. This Note Shall Not Bear Interest on the Principal Sum Thereof. the Principal of This Note Shall Be Paid at 245 Fifth Avenue, Suite 1600, New York, New York 10016, or at Such Other Place (Including the Office of Any Commercial Bank) Within or Without the State of New York as May Hereafter Be Designated by Written Notice Given by the Holder of This Note to the Company. the Company Hereby Waives Presentment, Demand for Payment, Notice of Dishonor, Notice of Protest, and All Other Notices and Demands in Connection With the Delivery, Acceptance, Performance, Default, Endorsement or Guarantee of This Note. Trinity Partners Acquisition Company Inc. By: /S/ James Scibelli Name: James Scibelli Title: Chairman

from S-1 ~10 pages Form of Registration Rights Agreement

from S-1 ~5 pages Form of Trust Agreement

from S-1 1 page Letter Agreememt With Theodore Kesten

from S-1 1 page Letter Agreement With David Buckel

from S-1 1 page Letter Agreement With James Scibelli

from S-1 1 page Letter Ageement With Larry Burstein