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.
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