EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 May 25, 2004 Arpeggio Acquisition Corporation 10 East 53rd Street 36th Floor New York, New York 10022 Eric S. Rosenfeld The Rosenfeld 1991 Children's Trust Leonard B. Schlemm...

                             EarlyBirdCapital, Inc.
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                                                    May 25, 2004



Arpeggio Acquisition Corporation
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The ▇▇▇▇▇▇▇▇▇ 1991 Children's Trust
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Gentlemen:

         Reference is made to each of your respective letter agreements with
EarlyBirdCapital, Inc. and Arpeggio Acquisition Corporation, dated April 14,
2004. The undersigned hereby waives its rights under Section 7 or Section 8 (as
the case may be) of each of your letter agreements relating to your restrictions
on being involved with future "Acquisition Funds." Except as indicated above,
each of the letter agreements shall remain in full force and effect.



                                                        EARLYBIRDCAPITAL, INC.



                                                    By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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                                                        Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇
                                                        Title: Managing Director