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Non Circumvention, Non Disclosure & Finder's Fee Agreement - TWL CORP - 6-14-2004

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Non Circumvention, Non Disclosure & Finder's Fee Agreement - TWL CORP - 6-14-2004 Powered By Docstoc
					EXHIBIT 10.5

          NON CIRCUMVENTION, NON DISCLOSURE & FINDER'S FEE AGREEMENT

                                                       ***

This Agreement is securing a finder's and success fee compensation for facilitating services in Mergers &
Acquisitions.

Parties

- Trinity Companies, Inc., a publicly-held United States company having its address at 2526 Durant Avenue,
Suite 100, Berkeley, California - USA hereinafter referred to as Trinity, represented by Douglas D. Cole,
Chairman and CEO.

Trinity seeks to acquire technology-enabled training companies and in particular wishes to evaluate the acquisition
of Explio N.V. having its address at Guidensporenpark 1A - 9080 Merelbeke a Belgian company specializing in
language training and education,

- Acquimmo - Salenko M&A, (Salenko) a Belgian company having its address at Guidensporenpark 1A - 9080
Merelbeke - Belgium with trade registration HR Gent 162.246 hereinafter referred to as the Facilitator
represented by Christian De Wilde and Marc Peeters, both directors.

Parties hereto agree as follows :

They will maintain complete confidentiality regarding this M&A transaction and will disclose information only to
named parties pursuant to the express written permission of the party who made the information available.

They will not in any way whatsoever, circumvent or attempt to circumvent each other, or any of the parties
involved in any of the transaction Parties are desirous of entering into.

They will not disclose the names and addresses, telephone and telefax numbers of any of the contacts revealed by
either party to third parties and recognize such contacts as the exclusive property of the respective parties and
will not enter into direct negotiation or transactions with such contacts revealed by the other party.

MANDATE

This is by no means a contractual mandate of Trinity to Facilitator to pro-actively seek for an acquisition target.
Specifically, this is an agreement to secure information disclosure, to secure a success-& finders fee and to secure
our position from being bypassed in an ad-hoc and opportunistic identification process of an appropriate
acquisition target.
As a result, our facilitation services are limited to :
(i) identification of an acquisition target;
(ii) effectively communicating and exchanging preliminary information;
(iii) facilitate meetings and introduce Trinity to the acquisition target;

SUCCESS- AND FINDER'S FEE

Upon result expressed as a deal-closing agreement between Trinity and the acquisition target, Trinity will pay
Facilitator a success- and finder's fee compensation as a percentage on the total amount or value of the
transaction.

Success and finder's Fee : A percentage (%) on the total amount/value of the transaction, upon successful deal-
closing i.e. a M&A agreement. Fees are excluding VAT, including all related expenses:

- on the amount up to 1,000,000,- Euro 7%
- on the amount between l million Euro and 2 million Euro 5%
- on the amount between 2 million Euro and 3 million Euro 4%
- on the amount between 3 million Euro and 4 million Euro 3%
- on the amount between 4 million Euro and 5 million Euro 2,5%
- on the amount above 5 million Euro 2%

AGREEMENT

Signature on this agreement received by way of fax transmission shall be deemed to be an executed contract
agreement enforceable and admissible for all purposes as may be necessary under the terms of the agreement.

All signatories hereto warrant that they have full and complete authority to execute this document for and in the
name of the party for which they have given their signature.

ACCEPTED AND AGREED WITHOUT CHANGE by the undersigned legal representatives of the engaging
Parties :

Trinity Companies,

Duly represented by Douglas D. Cole, Chairman and Chief Executive Officer.

                 Date: 12-17-02                           Signature      /s/ Douglas D. Cole
                                                                       --------------------------




Acquimmo - Salenko M&A,

Duly represented by Christian De Wilde and Marc Peeters, both directors,

                 Date: 12-17-02                           Signature      /s/ Christian De Wilde
                                                                       --------------------------

                                                          Signature      /s/ Marc Peeters
                                                                       --------------------------
EXHIBIT 10.6

                                  [GRAPHIC] Bathgate Capital PARTNERS

January 23, 2004

Mr. Douglas D. Cole
Chief Executive Officer
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710

Dear Doug:

We are pleased to confirm the engagement of Bathgate Capital Partners LLC ("Bathgate Capital") by Trinity
Learning Corporation (the "Company") as non-exclusive finder in connection with the introduction to the
Company of potential investors in the securities of the Company. The negotiation of an investment shall be made
directly between the Company and the investor pursuant to agreements entered into between the investor and the
Company. The Company is presently seeking up to USD 10,000,000 in equity or debentures from investors.

Our services hereunder shall include searching for qualified investors and coordinating visits with potential
investors. At the request of the Company, and, if appropriate, for additional compensation, we may provide
additional services, including performance of a valuation analysis of the Company and assisting the Company with
negotiating the financial aspects of an investment. Our work will not include any services that constitute the
rendering of any legal opinions or performance of work that is in the ordinary purview of a Certified Public
Accountant. We will have complete control over the manner in which we perform services hereunder. All final
decisions with respect to consultation, advice, and services rendered by us to you shall rest with you, and we
shall not have the right or authority to bind you to any obligation or commitment.

It is our present understanding and intention that we will seek investments only from institutional sources. If the
Company would like us to include retail (that is, high net worth individuals) in the search, so that it will be
advisable and/or necessary to utilize a Private Placement Memorandum, we will do so with a different agreement
and a different fee structure.

1. Compensation. If, during the Engagement Period or for 12 months after the Engagement Period (as extended)
you enter into an agreement that subsequently results in a Financing Transaction with a Bathgate Capital Contact,
you shall pay us a fee of 6% in cash of any equity capital raised plus stock purchase warrants ("Warrants")
equivalent to 6% of the securities sold by the Company in the transaction (4% cash plus 4% warrants in case of
subordinated debt placement or 2% cash plus 2% warrants in case of senior debt placement). A "Bathgate
Capital Contact" is (i) any party or entity, or their respective affiliates, referred to the Company by Bathgate
Capital, (ii) with whom Bathgate Capital had substantive discussions or participated in negotiations with during
the Engagement Period, or (iii) any party or entity referred to the Company directly or indirectly by a Bathgate
Capital Contact during the Engagement Period.

The number of Warrants to be issued to BCP shall be equal to the sum of the total number of shares issued or
that would be issued upon conversion of any convertible security sold in the Financing Transaction, multiplied by
the applicable percentage. The terms and conditions of the Warrants shall be no less favorable than those
contained in any securities issued by the Company in the transaction, shall provide for a term of five years, shall
contain standard anti-dilution and cashless exercise provisions; and shall also provide the holders of the Warrants
with "piggy-back" and "take-along" registration rights at the Company's cost. The exercise price of the warrants
shall be the same price as the securities sold in the Financing Transaction.

The Contingent Fee shall be paid at the closing of the Financing Transaction for which it is payable; no fee
payable to any other finder or advisor shall operate to reduce the fees payable to Bathgate Capital hereunder.
2. Expenses. In addition to payment of our fees hereunder, and regardless of whether any Financing Transaction
is entered into, you will reimburse us for all reasonable legal, travel and other out-of-pocket expenses incurred in
connection with our activities under this agreement. You will reimburse us for such expenses not later than ten
days after we present you satisfactory documentation with respect to such expenses, which documentation we
will submit to you on a timely basis.

3. Term of Agreement. Our engagement hereunder is for a period commencing on the date of this letter and
continuing until December 31, 2004 or until the maximum amount of capital has been raised, whichever occurs
first. Our engagement will be extended for additional three-month periods unless one party notifies the other of its
desire not to renew at least ten days before the commencement of any extended term. The term "Engagement
Period" as used in this agreement will include the Initial Engagement Period and any extension.

4. Right to Proceed. You shall have the right, in your sole discretion, to decline to proceed with a Financing
Transaction.

5. Information. You will furnish us (and you agree to request that each prospective Third Party with which you
enter into negotiations furnish us) with such information as we believe appropriate to our engagement (all such
information so furnished being the "Information"). You represent and warrant to us that all such information
concerning the Company and your affiliates is and will be true and accurate in all material respects and does not
and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein not misleading in light of the circumstances under which such statements are made.
You recognize and confirm that we (a) may use and rely primarily on the Information and on information available
from generally recognized public sources in performing the services contemplated by this agreement without
having independently verified the same,
(b) do not assume responsibility for the accuracy or completeness of the Information, and such other information.

6. Confidentiality. You agree and understand that as a condition of our furnishing information about prospective
financing sources, you will treat confidentially any information our agents or we furnish you. You will not, and you
will direct your directors, officers, employees and representatives not to disclose to any other party either the fact
that a discussion or negotiations are taking place concerning a possible Financing Transaction, or any of the
terms, conditions or other facts with respect to any such possible transaction, unless you have our prior written
permission to do so. You also agree that any advice we render, whether formal or informal, will be prepared
solely for the confidential use of your Board of Directors and senior management and it will not be reproduced,
summarized, described or referred to or given to any other person without our prior written consent.

We will use our best efforts to maintain all "Confidential Information" confidential except as authorized by you or
this agreement. Information will be treated as "Confidential Information" if it is (a) identified as being confidential
at the time of disclosure by an appropriate marking on the face thereof; or (b) if the information is provided orally
or in any other transitory medium, it is identified as confidential orally at the time of disclosure and in writing within
thirty (30) days after such disclosure. Excluded from this confidentiality agreement is Information (i) that is or
becomes publicly available through no disclosure by us in violation of me foregoing or is received or becomes
lawfully available to us from any third party not then under any obligation of confidentiality to you; (ii) that is
required by law or legal process to be made available to third parties; or (iii) that is routinely published by you in
accordance with SEC filings, NASD filings, or otherwise publicly released by your management. You specifically
authorize us to disclose any information regarding you and the Financing Transaction to a prospective Third Party
approved by you.

We have the right to place advertisements in financial and other newspapers and journals at our own expense
describing our services to you hereunder.

8. No Limitation on Other Engagements. As you know, Bathgate Capital is a full service securities firm and as
such may from time to time we may effect transactions, for our own account or the account of our customers; and
we hold positions in securities or options on securities of other companies, which may become either a lender or
investor for the purpose of this agreement. We shall not by this agreement be prevented or barred from rendering
services of the same or similar nature as herein described, or services of any nature whatsoever for, or on behalf
of, persons, firms, or corporations other man the Company. You acknowledge that we are not registered or
licensed as a broker-dealer with all state securities commissions or other regulatory authorities and that should we
introduce you to an institutional investor, venture capital or other potential source of capital, we shall not, and
shall not be required to, participate in any negotiations with respect to
such financing in any state wherein such activity requires prior registration as a securities broker-dealer and is not
exempt from such registration. You further acknowledge that nothing in this agreement shall require us to perform
services for which the rendering of such services would violate any applicable law.

9. Arbitration. The parties agree that all controversies which may arise between them concerning any Financing
Transaction, the construction, performance or breach of this or any other agreement between them, whether
entered into prior, on, or subsequent to the date hereof, or any other matter, including but not limited to, securities
activity, investment advice or in any way related thereto, shall be determined by arbitration in accordance with the
rules of the American Arbitration Association. This shall inure to the benefit of and be binding on the Company,
Bathgate Capital, their officers, directors, registered representatives, agents, independent contractors, employees,
sureties, and any person acting on their behalf in relation to acting subject to this agreement. Any award tendered
in arbitration may be enforced in any court of competent jurisdiction.

10. Limitation on Bathgate Capital's Engagement. The obligations of Bathgate Capital described in this agreement
consist solely of acting as a finder to the Company. In such capacity, we shall act as an independent contractor,
and in no event shall we be required by this agreement to act as your agent or otherwise to represent or make
decisions for you. All final decisions with respect to acts of the Company or your affiliates, whether or not made
pursuant to or in reliance on information or advice furnished by us hereunder, shall be those of the Company or
such affiliates and we shall under no circumstances be liable for any expense incurred or loss suffered by you as a
consequence of such decisions.

11. Indemnification. Recognizing that transactions of this type sometimes result in litigation, the parties agree to
the Indemnification provisions set forth in Exhibit A to this Agreement, which are incorporated by reference
herein. You agree that, without our prior written consent, you will not settle, compromise, or consent to the entry
of any judgment in any pending or threatened claim, action, or proceeding in respect of which indemnification
could be sought under the indemnification provision of this agreement (whether or not Bathgate Capital or any
other Indemnified Person is an actual or potential party to such claim, action, or proceeding), unless such
settlement, compromise, or consent includes an unconditional release of each Indemnified Person from all liability
arising out of such claim, action, or proceeding.

12. No Breach by Company. You represent that consummation of the transactions contemplated herein will not
result in a material breach of any of the terms, provisions or conditions of any written agreement to which you are
a party.

13. Notice. Any or all notices, designations, consents, offers, acceptances, or other communications provided for
herein shall be given in writing and delivered in person, by a recognized courier service or by a recognized
overnight delivery service, or by registered or certified mail, return receipt requested, directed to file address
shown below unless notice of a change of address is furnished.

                      If to Bathgate Capital:          Bathgate Capital Partners, LLC
                                                       5350 S. Roslyn Street, Suite 400
                                                       Greenwood Village, Colorado 80111
                                                       Attn: Vicki D. E. Barone

                      If to the Company:               Trinity Learning Corporation
                                                       1831 Second Street
                                                       Berkeley, CA 94710
                                                       Attn: Douglas Cole, CEO




Any such notice or other communication will be deemed to have been given and received (whether actually
received or not) on the day it is personally delivered or delivered by courier or overnight delivery service, or, if
mailed, when actually received.

14. Assignability. If during the term of this Agreement or while warrants or options granted to us pursuant to
paragraph 2 above are exercisable, you merge with, consolidate, are acquired, enter into a share exchange, or
enter into a sale of conveyance to another entity of substantially all of your assets, the entity that consolidates,
merges, acquires, enters into an exchange with, or purchases your assets shall assume the benefits and obligations
of this Agreement.
15. Governing Law. The laws of the State of Colorado governing contracts made and to be performed in
Colorado shall govern the agreement expressed herein, without giving effect to principles of conflicts of law.
[COMPANY]

                                                        Page 5

party to assign any rights, duties, or obligations that may arise under this agreement without the prior written
consent of the other party shall be void.

17. Counterparts. This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed the same document.

18. Entire Agreement/Amendments. This agreement sets forth the entire understanding of the parties relating to
the subject matter hereof, and supersedes and cancels any prior communication, understanding, and agreements
between the parties. This agreement cannot be modified or changed except by a writing signed by both parties.

19. Waiver. The party entitled to the benefit thereof may waive any of the terms and conditions of this Agreement
at any time and from time to time in writing, but a waiver in one instance shall not be deemed to constitute a
waiver in any other instance. A failure to enforce any provision of this Agreement shall not operate as a waiver of
this provision or of any other provision hereof.

20. Survival. The provisions of this agreement relating to the payment of fees and expenses, indemnification,
limitations on the liability of Indemnified Parties, contribution, settlements, the status of Bathgate Partners as an
independent contractor, the limitation on to whom Bathgate Capital shall owe any duties, and arbitration shall
survive any termination of our engagement hereunder.

21. Severability. In the event that any provision of this Agreement shall be held to be invalid, illegal, or
unenforceable in any circumstances, the remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.

We would appreciate your confirmation of this engagement as stated above. On behalf of Bathgate Capital, I
look forward to a successful cooperation.

                                   BATHGATE CAPITAL PARTNERS LLC

                                          By: /s/ [ILLEGIBLE]
                                              ------------------------
                                              Managing Partner




Accepted and Agreed
To as of the date
First written above:

Trinity Learning Corporation

                                             By: /s/ Doug Cole
                                                 -------------------
                                                 Doug Cole
                                                 CEO
EXHIBIT 10.7

February 3, 2004

PERSONAL AND CONFIDENTIAL

Doug Cole
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710
Telephone: (925) 377-2000
Fax: ((25) 377-2010

Ladies and Gentlemen:

This letter will set forth the terms under which Trinity Learning Corporation (the "Company") hereby engages
Doherty & Company, LLC ("Doherty") to render an opinion to the Company's Board of Directors (the
"Opinion") as to the fairness to the Company's current shareholders, from a financial point of view, of the
proposed merger of the Company codenamed Empire (the "Transaction").

Services: Doherty will provide the Company with the following services:

1. Doherty shall familiarize itself with the financial condition and business of the Company and the financial
aspects of the Transaction.

2. Doherty shall render an oral and written Opinion to the Company's Board of Directors as to the fairness of the
Transaction from a financial point of view. The nature and scope of our investigation as well as the scope, form
and substance of the Opinion shall be such as Doherty considers appropriate.

If the Company requests additional services not otherwise contemplated by this letter agreement, the Company
and Doherty will enter into an additional letter agreement which will set forth the nature and scope of the services,
appropriate compensation and other customary matters, as mutually agreed upon by Doherty and the Company.
                                                     Page 2

Compensation: The Company agrees to pay Doherty an Opinion Fee of Fifty Thousand Dollars ($50,000)
payable upon the written delivery of the Opinion. Further, if the Company terminates this engagement prior to the
delivery of the Opinion by Doherty, the Company agrees to pay to Doherty an early termination fee of Twenty
Five Thousand Dollars ($25,000).

All fees and expenses payable hereunder will be payable in U.S. dollars in cash, net of any applicable withholding
and similar taxes.

Reimbursement of Expenses: The Company agrees to periodically reimburse Doherty promptly when invoiced for
all of its reasonable out-of-pocket expenses (including reasonable fees and expenses of its legal counsel) in
connection with the performance of its services hereunder, regardless of whether an Opinion is rendered:
provided, however that reimbursement of such expenses shall be limited to Five Thousand Dollars ($5,000).
Upon termination of this letter agreement or delivery of an Opinion, the Company agrees to pay promptly in cash
any unreimbursed expenses that have accrued as of such date. To the extent officers of Doherty assist in, or
provide testimony in trial or deposition for any action, suit or proceeding relating to a Transaction or our
engagement hereunder, the Company will pay Doherty a per diem charge for the services of such officers in an
amount to be mutually agreed upon by the Company and Doherty prior to such assistance.

Term. This engagement will commence on the date hereof and terminate the earlier of (1) the delivery of an
Opinion and (ii) 30 days from the date on which a party receives written notice from the other party of
termination of this engagement. Notwithstanding the foregoing, the Company agrees that the provisions relating to
the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, advertising and
waiver of the right to trial by jury will survive any such termination.

Use of Information. The Company will furnish to Doherty such information as Doherty requests for purposes of
performing services under this letter agreement (the "Information"). The Company hereby agrees and represents
that all Information relating to the Company furnished to Doherty will be accurate and complete in all material
respects at the time provided, and that, if the Company is aware of any information becoming materially
inaccurate, incomplete or misleading during the engagement hereunder, the Company will promptly advise
Doherty. The Company recognizes and confirms that Dohrety assumes no responsibility for the accuracy and
completeness of the Information and will be using and relying upon the Information (and information available
from generally recognized public sources) without assuming responsibility for independent verification or
independent evaluation of any of the assets or liabilities of the Company.
                                                      Page 3

Indemnification: In addition to the payment of fees and reimbursement of fees and expenses provided for above,
and regardless if the Opinion is delivered, the Company agrees to indemnify Doherty with regard to the matters
contemplated herein, as set forth in Annex A, attached hereto, which is incorporated by reference as if fully set
forth herein.

Governing Law: This letter agreement will be governed by and construed in accordance with the laws of the State
of California applicable to agreements made and to be fully performed therein.

The Company irrevocably submits to the jurisdiction of any court of the State of California located in the County
of Los Angeles for the purpose of any suite, action or other proceeding arising out of this letter agreement or our
engagement hereunder.

Each of the Company and Doherty hereby waives any right it may have to a trial by jury in respect of any claim
brought by or on behalf of either party based upon, arising out of or in connection with this letter agreement, our
engagement hereunder or the transactions contemplated hereby.

Confidentiality: Except as required by law, this Agreement and the services, information and advice, including the
Opinion, to be provided by Doherty hereunder, is for the confidential use of the Board of Directors and senior
management of the Company and shall not be disclosed to third parties without Doherty's prior written
permission.

Advertisements: Doherty shall be permitted at its own expense, to advertise the services it provided in connection
with any transaction subsequent to the consummation thereof.

Authorization: The Company and Doherty represent and warrant that each has all requisite power and authority,
and all necessary authorizations, to enter into and carry out the terms and provisions of this Agreement and the
execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document
or instrument to which it is a party or bound.

No Brokers: The Company represents and warrants to Doherty that there are no brokers, representatives or
other persons which have an interest in compensation due to Doherty from any transaction contemplated herein
or which would otherwise be due any fee, commission or remuneration upon delivery of the Opinion.
                                                       Page 4

Miscellaneous: This Agreement constitutes the entire understanding and agreement between the Company and
Doherty with respect to the subject matter hereof and supersedes all prior understandings or agreements between
the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications
must be executed in writing by both parties. This Agreement and all rights, liabilities and obligations hereunder
shall be binding upon and inure to the benefit of each party's successors but may not be assigned without the prior
written approval of the other party. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. The
descriptive headings of the Paragraphs of this Agreement are inserted for convenience only, do not constitute a
part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

If the foregoing meets with your approval, please sign the attached duplicate copy of this letter and return it to the
undersigned.

Very truly yours,

                                         /s/ Michael Doherty

                                    By: Michael Doherty
                                        President, Doherty & Company, LLC




Agreed to and accepted as
of the above date.

                                   By: /s/ Doug Cole
                                       ----------------------------------
                                       Doug Cole, Chief Executive Officer
                                       Trinity Learning Corporation
EXHIBIT 10.8

[GRAPHIC] Trinity Learning Corporation 1831 Second Street Berkeley, CA. 94710

                                                February 19, 2004

Nordic Enterprise BV
c/o Mr. Jan-01af Willums
Grakamveien 10 D
0779 Oslo
Norway

Dear Mr. Willums:

When executed by the undersigned where indicated below, this letter will form an Advisory Agreement (the
"Agreement") for the twelve month period commencing March 1, 2004 between Nordic Enterprise BV ("NE")
and Trinity Learning Corporation ("TLC") whereby you will provide certain advisory services to TLC on a non-
exclusive basis, including general corporate advisory and business development services. As Director of NE, Jan-
Olaf Willums ("WILLUMS") will devote a portion of his professional resources to TLC (and its subsidiaries
Vilpas and FunkWeb) during the course of this agreement; TLC acknowledges that it is engaging Willums on a
best efforts basis.

A. Advisory Services to Be Performed for TLC

1. Merger and Acquisition Services. WILLUMS will assist TLC in identifying potential merger and/or acquisition
candidates. WILLUMS will assist in contacting pre-approved target companies and in structuring such
transactions. Compensation. TLC agrees to grant to WILLUMS one year warrants to purchase Trinity common
shares. The quantity of warrants will be equal to 100,000 warrants, or proportional amount thereof, for each
$1,000,000 of trailing, profitable revenues of the acquisition. For the sake of clarity: a) trailing revenues will be
computed using the previous 4 quarters, prior the date of execution of the Definitive Agreement, of audited
financials for the target, b) if Trinity acquires a 51% stake in an acquisition of the quantity of warrants will be
based on 51% of the targets revenues, c) the warrants will carry the following strike price:
For the first ten million dollars of aggregate acquired revenues, the exercise price of the warrants shall be $1.00;
For subsequent aggregate acquired revenues, the strike price of the warrant shall be equal to 85%, subsequent to
SEC regulation, of the average closing price of Trinity common stock for the last 10 trading days prior to the day
the transaction closes.

"Profitable revenues" shall be calculated inclusive of compensation paid to NE under this agreement

2. General Business Development Services. WILLUMS will assist TLC, on a best efforts basis, in the
identification of new U.S. and international business development opportunities including but not limited to (i) new
marketing and distribution channels, (ii) new strategic marketing, co-
February l9, 2004

                                                       Page 2

marketing, course or program development opportunities, OEM or private label agreements, or (iii) new
technology or software partners or equipment.

Compensation: TLC shall pay to NE a monthly payment of 0.25% of the trailing four quarter revenues of the
acquisitions WILLUMS has initiated, re-calculated quarterly when TLC's CFO has obtained the relevant
financial statements (with the initial acquisition of Vilpas/FunkWeb as a basis), commencing March 1, 2004.

B. Expenses

TLC agrees to reimburse NE for reasonable out-of-pocket travel expenses related to WILLUMS's performance
of the services described in this Agreement (i.e. travel and lodging to destinations where TLC has requested or
approved the presence of NE professionals), provided that expenses reimbursement requests must be made in
writing consistent with TLCs policies and procedures, and provided that expenses shall not exceed a trailing
quarterly average of US$1,000 per month without advance approval by TLC's CEO or CFO.

C. Term of Agreement

The term of this Agreement shall commence on March 1, 2004 and shall be in effect for twelve months. The
agreement is renewable upon written agreement by both parties, and shall survive termination as follows:

1. NE shall be entitled to the compensation described above if completes a merger, acquisition or asset
divestiture with any party identified to TLC by WILLUMS within twelve months of the expiration or termination
of this Agreement.

D. Indemnification

NE and TLC agree to indemnify and hold each other harmless against claims resulting from actions or omissions
in connection with this engagement or arising out of willful misstatement of material facts by the other party or its
affiliates or representatives.

E. Governing Law

This Agreement shall be governed by the laws of the State of Utah.

F. Signatures

By their authorized signatures below, NE, WILLUMS and TLC do agree to be bound by the terms of this
Agreement. This Agreement may be signed in counterparts, including fax signatures. Changes in the terms and
conditions of this Agreement may be enacted only with mutual written consent.
February 19, 2004

                                                      Page 3

G. Acceptance or Rejection by TLC

TCI shall have the exclusive right, in its sole discretion, to accept or reject any business opportunity, or advise
presented, discovered or procured by WILLUMS pursuant to this agreement. In the event of a rejection by
TLC, for any reason, NE or WILLUMS shall not be entitled to any of the compensation that would have been
payable hereunder, if the transaction had been consummated. WILLUMS is, furthermore, not authorized to enter
into any agreements with any person or entity on behalf of TLC.

H. Confidentiality

In the course of rendering the services provided for in this Agreement, WILLUMS will learn and may develop
information which is considered by TLC to be confidential. WILLUMS agrees not to use or disclose such
confidential information, except for the purpose of performing its duties hereunder, without the express written
consent of TLC.

I. Non-Compete

During the term of this agreement, WILLUMS agrees that neither he, nor any firm that he controls, shall identify
merger, acquisition or business development relationships for a competitor to TLC in the workplace learning,
education or training markets served or targeted by TLC, unless TLC has first been offered right of first refusal
for the potential business transaction.

ACCEPTED FOR Trinity Learning Corporation

                                     /s/ Douglas Cole
                                     ----------------------------------
                                     Douglas Cole
                                     Chief Executive Officer
                                     Date:




ACCEPTED FOR Nordic Enterprise BV

                                     /s/ Jan Olaf Willums
                                     ----------------------------------
                                     Jan Olaf Willums
                                     Director
                                     Date: 19-2-04
EXHIBIT 10.9

[GRAPHIC] Trinity Learning Corporation 2526 Durant Suite 100 Berkeley, CA 94704

March 1, 2003

Mr. Michael Campbell
VanCamp Advisors, LLC.
11753 Willard Ave.
Tustin, CA 92780

Dear Michael:

When executed by the undersigned where indicated below, this letter will form an Advisory Agreement (the
"Agreement") for the 12 month period commencing February 22, 2003 between VanCamp Advisors LLC a
limited liability corporation ("VCA") and Trinity Learning Corporation ("TLC") whereby VCA will provide
certain advisory services to TLC on a non-exclusive basis, including general corporate advisory and business
development services.

VCA will devote a portion of its professional resources to TLC during the course of this agreement; TLC
acknowledges that it is engaging VCA on a best efforts basis.

A. Advisory Services to Be Performed for TLC by VCA.

1. General Corporate Advisory Services. VCA will provide as needed, TLC with advice in connection with (i)
structuring and implementing its overall corporate finance strategy, including market positioning with respect to
financial markets, (ii) review and analysis of business plans, corporate materials, and investor relations materials
for distribution to prospective investors, (iii) general consulting services focused on the acquisition, development
and retention of human resources, assistance to senior management in developing and implementing an effective
and flexible organizational design, and development and implementation of an effective and compliant Human
Resources policies, practices and associated employee handbooks; (iv) recruitment for Board and/or other senior
positions as requested, and (v) merger and acquisition identification, analysis and structuring. VCA will also assist
TLC on an on-going, non-exclusive basis in identifying placement agents, underwriters, lenders and other sources
of financing during the term of this Agreement, as needed.

2. Financial Advisory Services: VCA may identify and contact, on a non-exclusive basis, certain venture capital,
underwriters and investment banking companies and other strategic investors that may provide TLC with
financing or that may agree to assist TLC in equity or debt offerings. VCA will regularly inform TLC regarding the
status of these VCA financing contacts.

Compensation: TLC agrees to pay to VCA at Closing in cash a Financing Success Fee, equal to (a) 3.5% of
gross proceeds from equity financings and/or (b) 1.5% of gross proceeds of debt
financings completed by one or more of the underwriters or placement agents introduced to TLC by VCA. In
addition, TLC agrees to pay to VCA or its assignees any compensation due to VCA for its assistance in
identifying prospective investors in TLC, pursuant to the placement terms and conditions of TLC Offering
Memorandums (on a 10 and 10 basis.)

3. Merger and Acquisition Services. VCA will assist TLC in identifying potential merger and/or acquisition
candidates. VCA will assist in contacting pre-approved target companies and in structuring such transactions.

Compensation: TLC agrees to pay to VCA at Closing in cash (or other like-kind compensation acceptable to
VCA) an M&A Success Fee according to a Lehman Formula based on the value of the transaction as follows:
5% of the first $1 million in value, 4% of the second $l million in value, 3% of the third $1 million in value, 2% of
the fourth $1 million in value and 1% of all value thereafter.

4. General Business Development Services. VCA will assist TLC, on a best efforts basis, in the identification of
new U.S. and international business development opportunities including but not limited to (i) new marketing and
distribution channels, (ii) new strategic marketing, co-marketing, OEM or private label agreements, or (iii) new
technology, hardware or software partners or equipment.

Compensation: VCA and TLC agree to negotiate in good faith, in advance, a compensation schedule for
Business Development Services provided by VCA on a case-by-case basis. In general VCA will expect a fee of
approximately 2.5% of the revenues for a period of one year, which compensation shall survive termination of this
Advisory Agreement.

B. Expenses

TLC agrees to reimburse VCA for reasonable out-of-pocket travel expenses related to VGA's performance of
the services described in this Agreement (i.e. travel and lodging for VCA professionals to destinations where
TLC has requested or approved the presence of VCA professionals).

C. Term of Agreement

The term of this Agreement shall commence on February 22, 2003 and shall be in effect for 12 months,
automatically renewable for an additional 12 months unless terminated in writing by TLC, VGA's compensation
shall survive termination of this Agreement according to the following terms:

1. VCA shall be entitled to the compensation described above if (a) TLC receives proceeds from a financing
conducted by any Approved Underwriter resulting from an VCA contact within 12 months of the expiration or
termination of this Agreement or (b) completes a merger, acquisition or asset divestiture with any party identified
to TLC by VCA within 12 months of the expiration or termination of this Agreement.
D. Indemnification

VCA and TLC agree to indemnify and hold each other harmless against claims resulting from actions or
omissions in connection with this engagement or arising out of willful misstatement of material facts by the other
party or its affiliates or representatives.

E. Governing Law

This Agreement shall be governed by the laws of the State of Utah.

F. Signatures

By their authorized signatures below, VCA and TLC do agree to be bound by the terms of this Agreement. This
Agreement may be signed in counterparts, including fax signatures. Changes in the terms and conditions of this
Agreement may be enacted only with mutual written consent.

G. Acceptance or Rejection by TLC

TLC shall have the exclusive right, in its sole discretion, to accept or reject any business opportunity, credit
facility, investment or advise presented, discovered or procured by VCA pursuant to this agreement. In the event
of a rejection by TLC, for any reason, VCA shall not be entitled to any of the compensation that would have
been payable hereunder, if the transaction had been consummated. VCA is, furthermore, not authorized to enter
into any agreements with any person or entity on behalf of TLC.

H. Confidentiality

In the course of rendering the services provided for in this Agreement, VCA will learn and may develop
information that is considered by TLC to be confidential. VCA agrees not to use or disclose such confidential
information, except for the purpose of performing its duties hereunder, without the express written consent of
TLC.

ACCEPTED FOR TLC

                                             By: /s/ Douglas Cole
                                             Date:




ACCEPTED FOR VCA
VCA, Managing Director

Date:
EXHIBIT 10.10

                                                 [N]NEWFORTH

March 18, 2004

Doug Cole
Chief Executive Officer
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710

Dear Doug:

First, we wish to express our enthusiasm about the opportunity to work with you and Trinity Corporation
("Company"). Below, we have outlined a summary of the services, terms, and accompanying fees related to the
retention of Newforth Partners L.L.C. ("Newforth") by the Company ("Agreement"). Newforth will assist you in
evaluating your business opportunities and exploring the Company's various strategic and financial options.

1. Newforth will familiarize itself to the extent it deems appropriate and feasible, with the business, operations,
properties, financial condition and prospects of the Company.

2. Upon your request, we will act as your advisor during the term of this Agreement for the purchase by
Company of a third party's assets or equity ("Buy-Side Transaction(s)"). We will assist you in analyzing,
structuring and introducing Buy-Side Transaction(s) (collectively, "Transaction(s)") as instructed by you.

Newforth will help you to develop a list of potential candidates that Newforth and the Company have, in good
faith, mutually determined to be appropriate for the contemplated Transaction(s). Such list may be amended from
time to time, as mutually agreed during the term of this Agreement. Newforth shall endeavor to obtain
introductions to such candidates, as well as provide assistance in preparing the documentation and presentations
used in such Transaction(s). While Newforth may make the initial contact on your behalf relating to the
Transaction(s), Newforth is acting only as your advisor, we are not broker/dealers, and do not act as such.

In addition, Newforth will

1. Study the Company's existing corporate strategy, including its long and short-term goals.

2. Help establish transaction criteria consistent with the Company's goals, such as the types of companies,
products, markets, growth expectations, and minimum and maximum acceptable Transactions.

3. Identify suggested target candidates.

Should Newforth represent the seller in relation to any transaction, that fact will always be identified in advance
and, should a Transaction occur in such a case, Newforth would seek its success fee from the seller. However, if
requested by Newforth and approved by the Company, the Company will pay Newforth's success fee under
Newforth's agreement with the seller when due, and deduct the amount of such payment(s) from the
consideration otherwise payable to the seller. In no event will Newforth be entitled to payment from both buyer
and seller.

                                        NEWFORTH PARTNERS LLC
                             50 California Street Suite 1500 San Francisco, CA 94111

VOICE 415-409-4000 FAX 415-409-4005 www.newforth.com
Trinity Learning Corporation March 18, 2004

We will provide you with whatever other services are mutually agreeable in order to assist you in connection with
this engagement.

In order for us to advise you effectively, it is necessary that you make available to us all information which we
reasonably request in connection with the performance of our services, including information concerning the
business, assets, operations or financial condition of the Company. You agree that we may rely upon the
accuracy and completeness of such information without independent verification and are authorized to make
appropriate use of such information. In rendering its services, Newforth may provide third parties with
information about the Company as may be appropriate, subject to customary business confidentiality and non-
disclosure agreements where appropriate.

Newforth shall not be responsible for providing specialist advice in connection with those matters for which the
Company would usually provide or arrange specialist advice (such as, for example, legal, regulatory, SEC
compliance, accounting or taxation matters). Newforth will have no liability with respect to any services or advice
provided to the Company by persons or entities other than Newforth. Company expressly acknowledges that
Newforth cannot warrant or guarantee any particular outcome from this Agreement. Newforth shall have no
liability to Company in the event that no Transaction(s) result from the services provided under this Agreement.

This Agreement will commence on the date of the counter-signature of this Agreement, and will extend until
terminated by either party upon thirty (30) days' written notice to the other party. The date of termination shall be
the "Termination Date".

During this Agreement, our representation of the Company will be exclusive with regard to the Transaction(s)
Newforth introduced to or substantially developed for the Company. Upon termination of this Agreement,
Newforth and the Company will prepare, to the best of the parties' collective knowledge, a list of persons and
entities with whom direct contact was initiated or developed by Newforth during the term of this Agreement prior
to the Termination Date (the "Contact List"). Newforth is entitled to receive its fee should a Transaction(s) take
place with a party listed on the Contact List within twelve (12) months of the Termination Date.

Newforth's fees for the above services are as follows:

a. Buy-Side Transaction(s). A cash fee for each Transaction(s) as follows:

           -------------------------------------------------------------------------------
           Consideration                                          Buy-Side Success Fee
           -------------------------------------------------------------------------------
           Less than $2.0MM                                       $100,000

           -------------------------------------------------------------------------------
           At least $2.0MM and less than $5.0MM                   $150,000

           -------------------------------------------------------------------------------
           At least $5.0MM and less than $10.0MM                  $250,000

           -------------------------------------------------------------------------------
           $10M or greater                                        $500,000




"Consideration" shall include, but not be limited to, cash, extraordinary dividends, forgiveness of debt, other
consideration paid to security holders or employees of the Company (excluding salaries) in contemplation of the
Transaction(s), including the value (as measured by the excess of acquisition price over exercise or conversion
price) of all unexercised options, warrants, or other convertible securities assumed or acquired by the acquiring
company, any indebtedness for

CONFIDENTIAL PAGE 2 OF 4
Trinity Learning Corporation March 18, 2004

borrowed money directly or indirectly assumed by the acquirer in connection with a Transaction(s) or private
placement of equity securities or securities convertible into equity securities.

b. The Buy-Side Transaction(s) Fees will be immediately due and payable in cash or payment in-kind when the
Consideration is delivered by the Company, either directly or at close of escrow.

c. Newforth will charge the Company any reasonable out-of-pocket expenses (travel, production and/or
extraordinary phone expenses) of third-party professional fees incurred in connection with this engagement.
These fees typically include, but are not limited to, legal, tax and other professional advisers, should they be
engaged with your consent. These costs will be charged as incurred and are payable on receipt of invoice. Any
individual expenses in excess of $1,000, or monthly expenses in excess of $3,000, in any calendar month shall be
reviewed in advance with the Company. All approved expenses will be payable in cash.

In the event of consummation of any Transaction(s) hereunder, Newforth shall have the right to disclose its
participation in such Transaction(s}, including, without limitation, the placement of "tombstone" advertisements in
financial and other newspapers and journals.

In addition, the Company agrees to indemnify Newforth and its affiliates, and hold harmless from and against any
and all losses, claims, damages, and liabilities caused by, related to or arising, directly or indirectly, out of this
engagement. The Company will also reimburse Newforth for all reasonable expenses (including reasonable fees
and disbursements of legal counsel), as such expenses are incurred, in connection with investigating, preparing to
defend or defending any such action, claim, proceeding or investigation. However, the Company will not be liable
under this paragraph to the extent that any loss, claim, damage, liability or expense is found in final judgment by a
court of competent jurisdiction from which no appeal can be or is taken to have resulted from the gross
negligence of Newforth. This Agreement constitutes the entire understanding of parties hereto with respect to the
subject matter hereof, and all prior agreements, contracts, promises, representations and statements among the
parties hereto, if any, whether written or oral, with respect to the subject matter hereof are merged into this
Agreement and/or superseded. No term or provision of this Agreement may be amended, discharged or modified
in any respect except in writing signed by the parties hereto. If one or more of the provisions in this Agreement
are deemed void by law, the remaining provisions will continue in full force and effect. This Agreement shall be
construed, interpreted and enforced according to the laws of the state of California.

Newforth and the Company will attempt to settle any claim or controversy arising out of this Agreement through
consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, any dispute,
controversy or claim directly or indirectly relating to or arising out of this Agreement shall be submitted to binding
arbitration before a single arbitrator appointed by the American Arbitration Association and in accordance with
its then applicable rules by filing a demand, in writing, with the other party or parties. The award in the arbitration
shall be final and binding and judgment thereon may be entered in any court having jurisdiction. The costs and
expenses (including reasonable attorney's fees of the prevailing party shall be borne and paid by the party that the
arbitrator determines is the non-prevailing party.

CONFIDENTIAL PAGE 3 OF 4
Trinity Learning Corporation March 18, 2004

We believe you will find all of the above consistent with our earlier discussions. If and when this proposal meets
with the Company's approval, please execute and return one copy of this agreement for Newforth's files. We
look forward to working with you on this assignment.

Sincerely,

Newforth Partners LLC

Tricia Salinero
Managing Director

ACCEPTED AND AGREED TO:
Trinity Learning Corporation

                                   Signature:      /s/ Douglas D. Cole
                                                   ------------------------
                                   Print Name:     Douglas D. Cole
                                                   ------------------------
                                   Title:          CEO
                                                   ------------------------
                                   Date:           March 22, 2004
                                                   ------------------------




CONFIDENTIAL PAGE 4 OF 4
EXHIBIT 10.11

GVC FINANCIAL SERVICES, LLC

                                             CORPORATE FINANCE

March 23, 2004

Mr. Douglas Cole
Chief Executive Officer
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710

Subject: FINANCING FACILITIES FOR TRINITY LEARNING CORPORATION

Dear Mr. Cole,

Thank you for selecting GVC Financial Services, LLC to represent Trinity Learning Corporation in connection
with your financing activity to raise an equity investment, a sub-debt credit facility and/or a senior credit facility.

Pursuant to our telephone conversation of this date, please be advised that we will package your financial
information and business plans/pro-formas for presentations to various financial sources and investors.

Our verbal agreement and this written agreement grants permission to us from you to negotiate an equity
investment, a sub-debt credit facility and/or senior credit facility with targeted financial sources and investors. We
will obtain approval from you to forward information to financial sources and investors prior to any disclosure to
them. The approval may either be verbal or in written format. Financial sources and investors will be required to
execute a confidentiality agreement prior to sending any information to them.

Financial sources and investors will review your financial information for the purpose of providing you with an
equity investment, a sub-debt credit facility and/or senior credit facility. The target amount of the financing is $25
million. The first round of financing to be completed as quickly as possible will be for $5 million. The purpose of
the financing activity is to provide additional working capital for acquisitions to continue the market penetration,
growth and expansion of Trinity Learning Corporation.

GVC Financial Services, LLC will undertake discussions with potential financial sources and investors, sort out
the sources and investors who express interest and provide them with any additional information they request.
GVC will then host the potential sources and investors to your office in Berkeley, California. We will negotiate
Letters of Intent, participate in the due diligence process and aid in the negotiation of the Letter of Commitment
and/or definitive agreement from the selected sources and
Page 2 3/23/2004

investors. GVC will also participate in the legal process to help produce a successful closing, and can recommend
law firms to you if you so desire. We are a corporate finance company and as such we will act as a facilitator,
negotiator and consultant, but you will make all of the decisions as the CEO. It is understood that GVC has no
authority to enter into any legally binding obligations on your behalf, and that the equity investment, sub-debt
credit facility and/or a senior credit facility, letter of intent and other documents negotiated on your behalf will be
subject to your acceptance, approval and execution.

GVC Financial Services, LLC win charge a facilitating fee upon the successful conclusion of finding, negotiating
and closing an equity investment, a sub-debt credit facility and/or a senior credit facility that economically suits
Trinity Learning Corporation. Our fee will be eight percent (8.0%) of the gross amount of the equity investment,
six percent (6.0%) of the gross amount of the sub-debt credit facility and three percent (3.0%) of the gross
amount of the senior credit facility. These are straightforward success fees. The closing fees are recognized as
appropriate compensation for all of the services that GVC has rendered, therefore you agree not to renegotiate
the terms, conditions and amount of our fees.

The fees are due and payable by bank wire transfer to our bank as part of the closing. This agreement is sufficient
authorization from you to any financing sources to pay our fees directly at closing and that the fees are irrevocable
and a mandatory condition precedent to the funding of any financing to you under this agreement.

In the event that you close a follow-on financing within a 24-month period after the closing and funding date of a
transaction utilizing the financing provided by a GVC source as contemplated herein with the initial source or
another financing source introduced to you by GVC, you agree to pay GVC's success fee in the manner
described above for any such financing obtained during the 24-month follow on period. If you do not close and
fund a transaction with a source introduced to you by GVC within 24 months after the date of this agreement
("Initial Term") or you and GVC mutually agree to terminate this agreement prior to the expiration of the Initial
Term and thereafter you close and fund with a source introduced to you by GVC, you agree to pay GVC's
success fee in the manner described above for any such financing obtained during the 24 months following the
earlier of expiration date of the Initial Term or the date of mutual termination of this agreement.

We will require a non-refundable retainer for our professional services of $35,000.00, earned upon receipt. The
retainer will not be deducted from any of the success fees described above. The required retainer is separate and
distinct from any of the success fees. The retainer will be billed on a separate invoice attached. Any additional
expenses such as travel will also be your obligation, but no expenses will be created without prior permission
granted by you. These additional expenses are due and payable upon your receipt of our invoices and will not be
deducted from the success fees.

Our representation will not commence until we receive this signed engagement letter and the payment of the
retainer fee from you.

GVC will make no independent representation as to the accuracy or completeness of the financial information
that you have provided to us and which we in
Page 3 3/23/2004

turn will furnish to prospective financial sources. We will advise these financial sources that all of the financial
information provided to them has been prepared by the management of your company, without any
representations or warranties (express or implied) from GVC. You also agree to promptly inform GVC of all
events that may have a major effect on our agreement.

You acknowledge that we have made no guarantees as to the disposition of any phase of this matter or matters
for which we have been retained, as all expressions relative to same are only our opinion.

You agree to cooperate fully with us and to provide promptly all information known or available to you relative to
our representation. You also agree to pay for our services and expenses in accordance with the terms as set forth
above. Any outstanding balances that have been invoiced to you and remain unpaid for more than thirty (30) days
will accrue interest at the rate of eighteen percent (18%) per year. In addition, if we must enforce payment of any
fees due to GVC, you agree to pay reasonable attorney's fees and cost of collection.

This agreement is the entire agreement between GVC and Trinity Learning Corporation and supersedes previous
written and verbal agreements on this subject. No modification or amendment to this agreement shall be effective
unless it is in writing and signed by the parties noted below. If, in the event that GVC or its agents become
involved in any capacity in any lawsuit, claim or other proceeding, caused by Trinity Learning Corporation, Trinity
Learning Corporation agrees to indemnify GVC and its agents for any and all legal or other expenses reasonably
incurred by GVC or its agents in connection with investigating, preparing to defend or defending such lawsuit,
claim or other proceeding. This agreement is not assignable to another party.

We look forward to working with you on this project. If these terms are satisfactory, please sign on the signature
page provided and return one copy with the retainer payment to GVC by overnight courier.

Thank you for engaging GVC Financial Services, LLC.

            Very truly yours,                                   Accepted by:
            GVC Financial Services, LLC                         Trinity Learning Corporation




            Melvin I. Gilbert                                   ___________________________________
            President                                           Douglas Cole
            Chief Executive Officer                             Chief Executive Officer




Date: _____________________________

Enclosures
EXHIBIT 31.1

I, Douglas D. Cole, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Trinity Learning Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c) disclosed in this report any change in internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

                                          Date: June 14, 2004

                                                  /S/ DOUGLAS D. COLE
                                                  -------------------

                                                  Douglas D. Cole
                                                  Chief Executive Officer
EXHIBIT 31.2

I, Christine R. Larson, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Trinity Learning Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c) disclosed in this report any change in internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                                          Date: June 14, 2004

                                                  /S/ CHRISTINE R. LARSON
                                                  -----------------------

                                                  Christine R. Larson
                                                  Chief Financial Officer
EXHIBIT 32.1

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Trinity Learning Corporation (the "Company") Quarterly Report on Form 10-QSB for the
period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Douglas D. Cole, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act
of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

               Date: June 14, 2004

                                                                           /S/ DOUGLAS D. COLE
                                                                           -------------------
                                                                           Douglas D. Cole
                                                                           Chief Executive Officer




A signed original of this written statement required by Section 906 has been provided to Trinity Learning
Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon
request.
EXHIBIT 32.2

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Trinity Learning Corporation (the "Company") Quarterly Report on Form 10-QSB for the
period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Christine R. Larson, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act
of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

              Date: June 14, 2004

                                                                           /S/ Christine R. Larson
                                                                           -----------------------
                                                                           Christine R. Larson
                                                                           Chief Financial Officer




A signed original of this written statement required by Section 906 has been provided to Trinity Learning
Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon
request.