Exhibit 10.4

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (this "Agreement") is made and entered
                                                 ---------
into as of March 31, 2006 among Trinity Learning Corporation, a Utah corporation
(the  "Company"),  and  the  several  purchasers  signatory  hereto  (each  such
       -------
purchaser  is  a  "Purchaser"  and  collectively,  the  "Purchasers").
                   ---------                             ----------

               This  Agreement  is  made  pursuant  to  the  Securities Purchase
Agreement,  dated  as  of the date hereof between the Company and each Purchaser
(the  "Purchase  Agreement").
       -------------------

               The  Company  and  each  Purchaser  hereby  agrees  as  follows:

        1.     Definitions.     Capitalized terms used and not otherwise defined
               -----------
herein  that are defined in the Purchase Agreement shall have the meanings given
such  terms  in the Purchase Agreement. As used in this Agreement, the following
terms  shall  have  the  following  meanings:

"Advice"  shall  have  the  meaning  set  forth  in  Section  6(d).
 ------

"Effectiveness  Date"  means, with respect to the initial Registration Statement
 -------------------
required  to  be  filed  hereunder,  the  90th  (120  if  the  SEC  reviews  the
Registration Statement) calendar day following the date hereof and, with respect
to  any  additional  Registration  Statements  which may be required pursuant to
Section  3(c),  the  90th  calendar  day following the date on which the Company
first  knows, or reasonably should have known, that such additional Registration
Statement  is required hereunder; provided, however, in the event the Company is
                                  --------  -------
notified  by  the  Commission that one of the above Registration Statements will
not  be  reviewed  or  is  no longer subject to further review and comments, the
Effectiveness  Date as to such Registration Statement shall be the fifth Trading
Day following the date on which the Company is so notified if such date precedes
the  dates  required  above.

"Effectiveness  Period"  shall  have  the  meaning  set  forth  in Section 2(a).
 ---------------------

"Event"  shall  have  the  meaning  set  forth  in  Section  2(b).
 -----

"Event  Date"  shall  have  the  meaning  set  forth  in  Section  2(b).
 -----------

"Filing Date" means, with respect to the initial Registration Statement required
 -----------
hereunder,  the 45th calendar day following the date hereof and, with respect to
any additional Registration Statements which may be required pursuant to Section
3(c),  the  30th  day  following  the  date on which the Company first knows, or
reasonably  should  have  known  that  such additional Registration Statement is
required  hereunder.

"Holder" or "Holders" means the holder or holders, as the case may be, from time
 ------      -------
to  time  of  Registrable  Securities.

"Indemnified  Party"  shall  have  the  meaning  set  forth  in  Section  5(c).
 ------------------

 "Indemnifying  Party"  shall  have  the  meaning  set  forth  in  Section 5(c).
  -------------------

"Losses"  shall  have  the  meaning  set  forth  in  Section  5(a).
 ------

"Plan  of  Distribution"  shall  have  the  meaning  set  forth in Section 2(a).
 ----------------------

 "Prospectus"  means  the  prospectus  included  in  a  Registration  Statement
  ----------
(including,  without  limitation,  a  prospectus  that  includes any information
previously  omitted from a prospectus filed as part of an effective registration
statement  in  reliance upon Rule 430A promulgated under the Securities Act), as
amended  or supplemented by any prospectus supplement, with respect to the terms
of  the  offering  of  any  portion  of  the Registrable Securities covered by a
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including  post-effective amendments, and all material incorporated
by  reference  or  deemed  to  be  incorporated by reference in such Prospectus.

 "Registrable  Securities"  means (i) all of the shares of Common Stock issuable
  -----------------------
upon  conversion in full of the Debentures, (ii) all shares issuable as interest
on  the Debentures assuming all permissible interest payments are made in shares
of  Common  Stock  and the Debentures are held until maturity, (iii) all Warrant
Shares, (iv) any securities issued or issuable upon any stock split, Interest or
other  distribution,  recapitalization  or  similar  event  with  respect to the
foregoing  (v)  any  additional  shares  issuable  in  connection  with  any
anti-dilution  provisions  in  the  Debentures  or  the [Warrants (in each case,
without  giving  effect  to  any  limitations  on  conversion  set  forth in the
Debenture  or  limitations  on  exercise  set forth in the Warrant) and (vi) the
shares  of  Common  Stock  set  forth  on  Schedule  6(b)

 "Registration Statement" means the registration statements required to be filed
  ----------------------
hereunder  and  any  additional  registration statements contemplated by Section
3(c),  including  (in  each  case) the Prospectus, amendments and supplements to
such  registration  statement  or  Prospectus, including pre- and post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed  to  be  incorporated  by  reference  in  such  registration  statement.

"Rule  415"  means  Rule  415  promulgated  by  the  Commission  pursuant to the
 ---------
Securities  Act,  as  such Rule may be amended from time to time, or any similar
 -------
rule  or regulation hereafter adopted by the Commission having substantially the
same  purpose  and  effect  as  such  Rule.

"Rule  424"  means  Rule  424  promulgated  by  the  Commission  pursuant to the
 ---------

Securities  Act,  as  such Rule may be amended from time to time, or any similar
 -------
rule  or regulation hereafter adopted by the Commission having substantially the
same  purpose  and  effect  as  such  Rule.

"Selling  Shareholder Questionnaire" shall have the meaning set forth in Section
 ----------------------------------
3(a).

     2.     Registration
            ------------

(a)     On or prior to each Filing Date, the Company shall prepare and file with
the  Commission a Registration Statement covering the  resale  of  130%  of  the
Registrable  Securities  on  such  Filing  Date  for an offering to be made on a
continuous  basis  pursuant to Rule 415.  The Registration Statement shall be on
Form  S-1  (except  if  the  Company is then eligible to register for resale the
Registrable Securities on Form SB-2, in which case such registration shall be on
Form  SB-2 or another appropriate form in accordance herewith) and shall contain
(unless  otherwise  directed  by  at  least  an  85% majority in interest of the
Holders)  substantially  the  "Plan of Distribution" attached hereto as Annex A.
                               --------------------                     -------
Subject  to  the terms of this Agreement, the Company shall use its best efforts
to  cause a Registration Statement to be declared effective under the Securities
Act  as promptly as possible after the filing thereof, but in any event prior to
the  applicable  Effectiveness Date, and shall use its best efforts to keep such
Registration  Statement  continuously  effective  under the Securities Act for a
period  of  two  (2)  years  from  the  Effectiveness  Date  (the "Effectiveness
                                                                   -------------
Period").  The  Company  shall  telephonically  request  effectiveness  of  a
Registration  Statement  as  of 5:00 p.m. (New York City time) on a Trading Day.
The  Company  shall  immediately  notify  the  Holders  via  facsimile  of  the
effectiveness  of  a  Registration  Statement  on  the same Trading Day that the
Company  telephonically  confirms effectiveness with the Commission, which shall
be  the  date  requested  for  effectiveness  of  a Registration Statement.  The
Company  shall,  by  9:30 a.m. (New York City time) on the Trading Day after the
Effective  Date  (as defined in the Purchase Agreement), file a final Prospectus
with  the  Commission  as required by Rule 424.  Failure to so notify the Holder
within  1 Trading Day of such notification of effectiveness or failure to file a
final  Prospectus  as  aforesaid  shall  be  deemed an Event under Section 2(b).

(b)     If:  (i) a Registration Statement is not filed on or prior to its Filing
Date  (if  the  Company  files  a  Registration  Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a),  the  Company shall not be deemed to  have  satisfied  this  clause  (i)),
or (ii) the Company fails to file with the Commission a request for acceleration
in  accordance  with  Rule  461  promulgated  under the Securities Act, within 5
Trading  Days  of  the  date that the Company is notified (orally or in writing,
whichever  is  earlier) by the Commission that a Registration Statement will not
be  "reviewed,"  or  not  be  subject  to  further review, or (iii) prior to its
Effectiveness  Date,  the  Company  fails  to file a pre-effective amendment and
otherwise  respond  in  writing to comments made by the Commission in respect of
such Registration Statement within 15 Trading Days after the receipt of comments
by  or notice from the Commission that such amendment is required in order for a
Registration  Statement  to  be  declared  effective,  or  (iv)  a  Registration
Statement  filed  or required to be filed hereunder is not declared effective by
the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a
Registration Statement ceases for any reason to remain continuously effective as
to  all  Registrable Securities for which it is required to be effective, or the
Holders  are otherwise not permitted to utilize the Prospectus therein to resell
such  Registrable  Securities for more than 10 consecutive calendar days or more
than an aggregate of 15 calendar days during any 12-month period (which need not
be  consecutive  calendar days) (any such failure or breach being referred to as
an  "Event", and for purposes of clause (i) or (iv) the date on which such Event
     -----
occurs,  or  for  purposes  of  clause (ii) the date on which such 5 Trading Day
period  is  exceeded,  or  for  purposes  of clause (iii) the date which such 10
calendar day period is exceeded, or for purposes of clause (v) the date on which
such  10 or 15 calendar day period, as applicable, is exceeded being referred to
as  "Event  Date"),  then  in  addition to any other rights the Holders may have
     -----------
hereunder  or  under applicable law, on each such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been
cured  by  such date) until the applicable Event is cured, the Company shall pay
to  each  Holder  an  amount in cash, as partial liquidated damages and not as a
penalty,  equal  to  1.5%  of  the  aggregate purchase price paid by such Holder
pursuant  to  the Purchase Agreement for any Registrable Securities then held by
such  Holder,  subject  to  an  overall  limit  of  up  to  15 months of partial
liquidated  damages.  If the Company fails to pay any partial liquidated damages
pursuant  to  this  Section  in  full  within 7 days after the date payable, the
Company  will  pay  interest  thereon at a rate of 18% per annum (or such lesser
maximum  amount  that  is permitted to be paid by applicable law) to the Holder,
accruing  daily from the date such partial liquidated damages are due until such
amounts,  plus  all  such  interest  thereon,  are  paid  in  full.  The partial
liquidated  damages pursuant to the terms hereof shall apply on a daily pro-rata
basis  for  any  portion  of  a  month  prior  to  the  cure  of  an  Event.

     3.     Registration  Procedures.
            ------------------------

               In  connection  with  the  Company's  registration  obligations
hereunder,  the  Company  shall:

(a)     Not  less  than  3 Trading Days prior to the filing of each Registration
Statement and not less than one 1 Trading Day prior to the filing of any related
Prospectus  or  any amendment or supplement  thereto  ( including  any  document
that  would  be incorporated or deemed to be incorporated therein by reference),
the  Company  shall,  (i)  furnish  to  each Holder copies of all such documents
proposed  to  be filed, which documents (other than those incorporated or deemed
to  be  incorporated by reference) will be subject to the review of such Holders
and  (ii)  cause  its  officers and directors, counsel and independent certified
public  accountants  to  respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to each Holder, to conduct a reasonable
investigation  within  the  meaning of the Securities Act. The Company shall not
file  a  Registration  Statement  or  any  such  Prospectus or any amendments or
supplements  thereto  to  which  the  Holders  of  a majority of the Registrable
Securities  shall  reasonably object in good faith, provided that the Company is
notified  of  such  objection  in writing no later than 3 Trading Days after the
Holders  have  been so furnished copies of a Registration Statement or 1 Trading
Day after the Holders have been so furnished copies of any related Prospectus or
amendment  or supplement thereto. Each Holder agrees to furnish to the Company a
completed  Questionnaire  in  the  form attached to this Agreement as Annex B (a
"Selling  Shareholder  Questionnaire") not less than 2 Trading Days prior to the
   ---------------------------------
Filing  Date or by the end of the fourth Trading Day following the date on which
such  Holder  receives  draft  materials  in  accordance  with  this  Section.

(b)     (i)  Prepare  and  file  with  the Commission such amendments, including
post-effective  amendments,  to a Registration Statement and the Prospectus used
in  connection  therewith  as  may be necessary to keep a Registration Statement
continuously  effective  as  to  the  applicable  Registrable Securities for the
Effectiveness  Period  and  prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act
all  of the Registrable Securities; (ii)  cause the  related  Prospectus  to  be
amended  or  supplemented  by any required Prospectus supplement (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant
to  Rule  424;  (iii) respond as promptly as reasonably possible to any comments
received  from  the  Commission  with respect to a Registration Statement or any
amendment  thereto  and  as  promptly as reasonably possible provide the Holders
true  and  complete  copies  of  all  correspondence  from and to the Commission
relating  to  a Registration Statement (provided that the Company may excise any
information  contained  therein  which  would  constitute  material  non-public
information  as to any Holder which has not executed a confidentiality agreement
with  the Company); and (iv) comply in all material respects with the provisions
of  the  Securities  Act and the Exchange Act with respect to the disposition of
all  Registrable  Securities  covered  by  a  Registration  Statement during the
applicable  period  in  accordance (subject to the terms of this Agreement) with
the  intended  methods  of  disposition by the Holders thereof set forth in such
Registration  Statement  as so amended or in such Prospectus as so supplemented.

(c)     If during the Effectiveness Period, the number of Registrable Securities
at  any  time  exceeds  70%  of  the  number  of  shares  of  Common  Stock then
registered  in  a Registration Statement, then the Company shall file as soon as
reasonably  practicable  but in any case prior to the applicable Filing Date, an
additional Registration Statement covering the resale by the Holders of not less
than  130%  of  the  number  of  such  Registrable  Securities.

(d)     Notify  the  Holders  of Registrable Securities to be sold (which notice
shall,  pursuant  to  clauses  (iii)  through  (vi) hereof, be accompanied by an
instruction  to  suspend  the  use of the Prospectus until the requisite changes
have  been  made) as promptly as reasonably possible (and, in the case of (i)(A)
below,  not  less  than 1 Trading Day prior to such filing) and (if requested by
any  such  Person)  confirm  such  notice in writing no later than 1 Trading Day
following  the  day  (i)(A)  when  a  Prospectus or any Prospectus supplement or
post-effective  amendment  to  a Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such  Registration  Statement  and whenever  the Commission  comments in writing
on such Registration Statement; and (C) with respect to a Registration Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request  by  the Commission or any other federal or state governmental authority
for  amendments  or supplements to a Registration Statement or Prospectus or for
additional  information;  (iii)  of  the issuance by the Commission or any other
federal  or  state  governmental  authority  of  any  stop  order suspending the
effectiveness of a Registration Statement covering any or all of the Registrable
Securities  or  the  initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding  for  such  purpose; (v) of the occurrence of any event or passage of
time  that  makes  the financial statements included in a Registration Statement
ineligible  for  inclusion  therein  or  any  statement  made  in a Registration
Statement  or  Prospectus  or  any  document  incorporated  or  deemed  to  be
incorporated  therein  by  reference  untrue  in  any  material  respect or that
requires  any  revisions  to  a  Registration  Statement,  Prospectus  or  other
documents so that, in the case of a Registration Statement or the Prospectus, as
the  case may be, it will not contain any untrue statement of a material fact or
omit  to  state  any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading;  and  (vi)  the  occurrence  or existence of any pending
corporate  development with respect to the Company that the Company believes may
be  material  and that, in the determination of the Company, makes it not in the
best  interest  of the Company to allow continued availability of a Registration
Statement  or  Prospectus;  provided  that any and all of such information shall
remain  confidential  to  each  Holder  until such information otherwise becomes
public,  unless  disclosure  by  a Holder is required by law; provided, further,
                                                              --------  -------
that,  notwithstanding  each  Holder's  agreement  to  keep  such  information
confidential,  the  Holders make no acknowledgement that any such information is
material,  non-public  information.

(e)     Use its best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal  at  the earliest  practicable  moment  of  (i)  any order suspending
the  effectiveness  of  a  Registration Statement, or (ii) any suspension of the
qualification  (or  exemption  from  qualification)  of  any  of the Registrable
Securities  for  sale  in  any  jurisdiction.

(f)     Furnish  to  each Holder, without charge, at least one conformed copy of
each such Registration Statement and each amendment thereto, including financial
statements  and  schedules,  all  documents   incorporated   or   deemed  to  be
incorporated  therein  by  reference to the extent requested by such Person, and
all  exhibits to the extent requested by such Person (including those previously
furnished  or  incorporated  by  reference)  promptly  after  the filing of such
documents  with  the  Commission.

(g)     Subject  to  the terms of this Agreement, the Company hereby consents to
the  use  of such Prospectus and each amendment or supplement thereto by each of
the  selling Holders in connection with the offering and sale of the Registrable
Securities  covered  by such Prospectus and any amendment or supplement thereto,
except  after  the  giving  of  any  notice  pursuant  to  Section  3(d).

(h)     If  NASDR Rule 2710 requires any broker-dealer to make a filing prior to
executing  a  sale by a Holder, the Company shall (i) make an Issuer Filing with
the  NASDR,  Inc. Corporate Financing Department pursuant to proposed NASDR Rule
2710(b)(10)(A)(i),  (ii)  respond within 5 Trading Days to any comments received
from  NASDR  in  connection  therewith, and (iii) pay the filing fee required in
connection  therewith.

(i)     Prior  to  any  resale  of  Registrable  Securities by a Holder, use its
commercially  reasonable  efforts  to  register or qualify or cooperate with the
selling  Holders  in  connection  with  the  registration  or  qualification (or
exemption from the registration or qualification) of such Registrable Securities
for  the resale by the Holder under  the  securities  or  Blue  Sky laws of such
jurisdictions  within  the  United  States  as any Holder reasonably requests in
writing,  to  keep  each  registration or qualification (or exemption therefrom)
effective  during  the  Effectiveness Period and to do any and all other acts or
things  reasonably  necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by each Registration Statement; provided that
the  Company  shall  not  be required to qualify generally to do business in any
jurisdiction  where  it  is  not  then  so qualified, subject the Company to any
material  tax in any such jurisdiction where it is not then so subject or file a
general  consent  to  service  of  process  in  any  such  jurisdiction.

(j)     If  requested  by  the Holders, cooperate with the Holders to facilitate
the  timely  preparation  and  delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which  certificates  shall be free,  to  the  extent  permitted  by the Purchase
Agreement,  of all restrictive legends and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may
request.

(k)     Upon  the  occurrence  of  any  event contemplated by this Section 3, as
promptly  as reasonably possible under the circumstances taking into account the
Company's  good  faith assessment of any adverse consequences to the Company and
its stockholders of the premature disclosure of such event, prepare a supplement
or   amendment,  including  a  post-effective   amendment,   to  a  Registration
Statement or a supplement to the related Prospectus or any document incorporated
or  deemed  to be incorporated therein by reference, and file any other required
document  so that, as thereafter delivered, neither a Registration Statement nor
such  Prospectus  will contain an untrue statement of a material fact or omit to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  If the Company notifies the Holders in accordance with clauses
(iii)  through  (vi)  of Section 3(d) above to suspend the use of any Prospectus
until  the requisite changes to such Prospectus have been made, then the Holders
shall  suspend use of such Prospectus.  The Company will use its best efforts to
ensure  that  the  use  of  the  Prospectus  may  be  resumed  as promptly as is
practicable.  The  Company  shall  be  entitled to exercise its right under this
Section  3(k)  to  suspend  the  availability  of  a  Registration Statement and
Prospectus,  subject  to  the  payment of partial liquidated damages pursuant to
Section  2(b),  for  a  period not to exceed 60 calendar days (which need not be
consecutive  days)  in  any  12  month  period.

(l)     Comply  with  all  applicable  rules  and regulations of the Commission.

(m)     The  Company may require each selling Holder to furnish to the Company a
certified  statement  as  to  the  number of shares of Common Stock beneficially
owned  by  such  Holder  and, if required by the Commission, the natural persons
thereof  that  have  voting  and dispositive control over the Shares. During any
periods  that  the  Company  is  unable  to  meet its obligations hereunder with
respect  to  the  registration  of the Registrable Securities solely because any
Holder  fails to furnish such information within 3 Trading Days of the Company's
request, any liquidated damages that are accruing at such time as to such Holder
only  shall be tolled and any Event that  may  otherwise  occur  solely  because
of  such delay shall be suspended as to such Holder only, until such information
is  delivered  to  the  Company.

        4.     Registration  Expenses.  All  fees  and  expenses incident to the
               ----------------------
performance  of  or compliance with this Agreement by the Company shall be borne
by  the Company whether or not any Registrable Securities are sold pursuant to a
Registration  Statement.  The  fees  and  expenses  referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to  be  made with any Trading Market on which the Common Stock is then
listed  for  trading, (B) in compliance with applicable state securities or Blue
Sky  laws  reasonably  agreed  to  by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue  Sky qualifications or exemptions of the Registrable Securities) and (C) if
not  previously  paid  by  the Company in connection with an Issuer Filing, with
respect  to  any  filing  that  may be required to be made by any broker through
which  a  Holder  intends  to  make  sales  of  Registrable Securities with NASD
Regulation,  Inc.  pursuant  to  the  NASD  Rule  2710, so long as the broker is
receiving  no more than a customary brokerage commission in connection with such
sale,  (ii)  printing  expenses  (including,  without  limitation,  expenses  of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing  of  prospectuses  is  reasonably  requested  by  the holders of a
majority  of  the  Registrable Securities included in a Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel  for the Company, (v) Securities Act liability insurance, if the Company
so  desires  such  insurance,  and  (vi)  fees and expenses of all other Persons
retained  by the Company in connection with the consummation of the transactions
contemplated  by  this Agreement.  In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the  transactions contemplated by this Agreement (including, without limitation,
all  salaries  and  expenses  of  its officers and employees performing legal or
accounting  duties),  the  expense of any annual audit and the fees and expenses
incurred  in  connection  with  the listing of the Registrable Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for  any  broker or similar commissions of any Holder or, except to
the  extent  provided  for in the Transaction Documents, any legal fees or other
costs  of  the  Holders.

     5.     Indemnification
            ---------------

(a)     Indemnification  by  the Company. The Company shall, notwithstanding any
        --------------------------------
termination  of  this  Agreement,  indemnify  and hold harmless each Holder, the
officers,  directors,  members, partners, agents, brokers (including brokers who
offer  and  sell  Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and  employees  (and  any  other  Persons with a functionally equivalent role of
a  Person holding such titles, notwithstanding a lack of such title or any other
title)  of  each  of  them, each Person who controls any such Holder (within the
meaning  of  Section 15 of the Securities Act or Section 20 of the Exchange Act)
and  the  officers,  directors,  members,  shareholders,  partners,  agents  and
employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of
each such controlling Person, to the fullest extent permitted by applicable law,
from  and  against  any  and  all  losses,  claims,  damages, liabilities, costs
(including,  without  limitation,  reasonable  attorneys'  fees)  and  expenses
(collectively,  "Losses"),  as  incurred,  arising out of or relating to (1) any
                 ------
untrue  or  alleged  untrue  statement  of  a  material  fact  contained  in  a
Registration  Statement,  any  Prospectus  or  any  form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of  or  relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any  Prospectus  or  form  of  prospectus or supplement thereto, in light of the
circumstances  under  which they were made) not misleading, or (2) any violation
or  alleged  violation by the Company of the Securities Act, Exchange Act or any
state  securities  law, or any rule or regulation thereunder, in connection with
the  performance  of its obligations under this Agreement, except to the extent,
but  only  to the extent, that (i) such untrue statements or omissions are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company  by  such  Holder  expressly for use therein, or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of  Registrable Securities and was reviewed and expressly approved
in  writing  by  such Holder expressly for use in a Registration Statement, such
Prospectus  or such form of Prospectus or in any amendment or supplement thereto
(it  being  understood  that  the  Holder  has  approved Annex A hereto for this
purpose)  or (ii) in the case of an occurrence of an event of the type specified
in  Section  3(d)(iii)-(vi),  the use by such Holder of an outdated or defective
Prospectus  after  the  Company  has  notified  such  Holder in writing that the
Prospectus  is  outdated or defective and prior to the receipt by such Holder of
the  Advice  contemplated in Section 6(d).  The Company shall notify the Holders
promptly  of the institution, threat or assertion of any Proceeding arising from
or  in  connection with the transactions contemplated by this Agreement of which
the  Company  is  aware.

(b)     Indemnification  by  Holders.  Each  Holder  shall,  severally  and  not
        ----------------------------
jointly,  indemnify  and  hold  harmless  the  Company, its directors, officers,
agents  and  employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees  of  such  controlling  Persons, to
the  fullest extent permitted by applicable law, from and against all Losses, as
incurred,  to  the extent arising out of or based solely upon: (x) such Holder's
failure  to  comply  with the prospectus delivery requirements of the Securities
Act  or  (y) any untrue or alleged untrue statement of a material fact contained
in  any Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out  of  or  relating  to  any  omission  or alleged omission of a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such untrue statement
or  omission  is  contained  in  any information so furnished in writing by such
Holder  to the Company specifically for inclusion in such Registration Statement
or  such  Prospectus or (ii) to the extent that such information relates to such
Holder's  proposed  method  of  distribution  of  Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in a
Registration Statement (it being understood that the Holder has approved Annex A
hereto  for  this purpose), such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (ii) in the case of an occurrence of an event
of  the  type  specified in Section 3(d)(iii)-(vi), the use by such Holder of an
outdated  or  defective Prospectus after the Company has notified such Holder in
writing that the Prospectus is outdated or defective and prior to the receipt by
such  Holder  of  the Advice contemplated in Section 6(d). In no event shall the
liability  of  any selling Holder hereunder be greater in amount than the dollar
amount  of  the  net  proceeds  received  by  such  Holder  upon the sale of the
Registrable  Securities  giving  rise  to  such  indemnification  obligation.

(c)     Conduct  of  Indemnification  Proceedings.  If  any  Proceeding shall be
        -----------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party shall promptly notify the Person
 ------------------
from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
                                        ------------------
Indemnifying Party shall have the right to assume the defense thereof, including
the  employment of counsel reasonably  satisfactory  to  the  Indemnified  Party
and  the  payment  of  all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall  not  relieve  the  Indemnifying  Party  of its obligations or liabilities
pursuant  to  this  Agreement,  except (and only) to the extent that it shall be
finally  determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the  Indemnifying  Party.

               An  Indemnified  Party  shall  have  the right to employ separate
counsel  in  any  such Proceeding and to participate in the defense thereof, but
the  fees  and  expenses  of  such  counsel  shall  be  at  the  expense of such
Indemnified  Party  or Parties unless:  (1) the Indemnifying Party has agreed in
writing  to  pay  such  fees and expenses; (2) the Indemnifying Party shall have
failed  promptly  to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the  named  parties  to  any  such  Proceeding (including any impleaded parties)
include  both  such Indemnified Party and the Indemnifying Party, and counsel to
the  Indemnified  Party  shall  reasonably  believe  that a material conflict of
interest  is  likely  to  exist  if  the  same  counsel  were  to represent such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party  notifies  the  Indemnifying  Party  in  writing  that it elects to employ
separate  counsel  at  the  expense  of the Indemnifying Party, the Indemnifying
Party  shall not have the right to assume the defense thereof and the reasonable
fees  and  expenses of no more than one separate counsel shall be at the expense
of  the Indemnifying Party).  The Indemnifying Party shall not be liable for any
settlement  of  any  such Proceeding effected without its written consent, which
consent  shall  not  be unreasonably withheld or delayed.  No Indemnifying Party
shall,  without  the  prior written consent of the Indemnified Party, effect any
settlement  of  any pending Proceeding in respect of which any Indemnified Party
is  a  party,  unless  such settlement includes an unconditional release of such
Indemnified  Party  from  all liability on claims that are the subject matter of
such  Proceeding.

     Subject to the terms of this Agreement, all reasonable fees and expenses of
the  Indemnified  Party  (including  reasonable  fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party,  as  incurred,  within  ten Trading Days of written notice thereof to the
Indemnifying  Party;  provided,  that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party  for  that portion of such fees and expenses
applicable  to  such  actions  for  which  such  Indemnified Party is judicially
determined  to  be  not  entitled  to  indemnification  hereunder.

(d)     Contribution.  If  the  indemnification  under  Section  5(a) or 5(b) is
        ------------
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless  for  any Losses, then each  Indemnifying  Party  shall  contribute  to
the  amount  paid or payable by such Indemnified Party, in such proportion as is
appropriate  to  reflect  the  relative  fault  of  the  Indemnifying  Party and
Indemnified  Party  in connection with the actions, statements or omissions that
resulted  in such Losses as well as any other relevant equitable considerations.
The  relative  fault  of  such Indemnifying Party and Indemnified Party shall be
determined  by reference to, among other things, whether any action in question,
including  any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied  by, such Indemnifying Party or Indemnified Party, and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent  such  action,  statement  or omission.  The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to  the  limitations  set  forth in this Agreement, any reasonable attorneys' or
other  fees or expenses incurred by such party in connection with any Proceeding
to  the  extent such party would have been indemnified for such fees or expenses
if  the indemnification provided for in this Section was available to such party
in  accordance  with  its  terms.

       The  parties  hereto  agree  that  it  would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by  such  Holder  from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder  has  otherwise  been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such  Holder.

The  indemnity  and  contribution  agreements  contained  in this Section are in
addition  to  any  liability  that  the  Indemnifying  Parties  may  have to the
Indemnified  Parties.

     6.     Miscellaneous
            -------------

(a)     Remedies.  In  the  event  of a breach by the Company or by a Holder, of
        --------
any  of  their  respective  obligations under this Agreement, each Holder or the
Company,  as  the  case  may  be,  in addition to being entitled to exercise all
rights  granted  by law and under this Agreement, including recovery of damages,
will  be  entitled  to  specific performance of its rights under this Agreement.
The  Company  and  each  Holder  agree  that  monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any
     of  the provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such breach, it shall
not  assert  or  shall waive the defense that a remedy at law would be adequate.

(b)     No  Piggyback  on  Registrations.  Except  as set forth on Schedule 6(b)
        --------------------------------                           -------------
attached hereto, neither the Company nor any of its security holders (other than
the Holders in such capacity pursuant hereto)  may  include  securities  of  the
Company  in  the  initial  Registration  Statement  other  than  the Registrable
Securities.  The  Company shall not file any other registration statements until
the  initial  Registration Statement required hereunder is declared effective by
the  Commission,  provided that this Section 6(b) shall not prohibit the Company
from  filing  amendments  to  registration  statements  already  filed.

(c)     Compliance.  Each  Holder  covenants and agrees that it will comply with
        ----------
the  prospectus  delivery requirements of the Securities Act as applicable to it
in  connection  with  sales of Registrable Securities pursuant to a Registration
Statement.

(d)     Discontinued  Disposition.  Each  Holder  agrees  by  its acquisition of
        -------------------------
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d)(iii) through (vi),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities  under  a  Registration Statement until it is advised in writing (the
"Advice")  by  the  Company that the use of the applicable Prospectus (as it may
  -----
have  been  supplemented  or  amended) may be resumed.  The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as promptly
as  it practicable.  The Company agrees and acknowledges that any periods during
which  the  Holder is required to discontinue the disposition of the Registrable
Securities  hereunder  shall  be  subject  to  the  provisions  of Section 2(b).

(e)     Piggy-Back Registrations. If at any time during the Effectiveness Period
        ------------------------
there  is   not  an  effective   Registration  Statement  covering  all  of  the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account  or  the account of others under the Securities Act of any of its equity
securities,  other  than  on Form S-4 or Form S-8 (each as promulgated under the
Securities  Act)  or  their then equivalents relating to equity securities to be
issued  solely  in  connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit  plans,  then  the Company shall send to each Holder a written notice of
such  determination  and,  if within fifteen days after the date of such notice,
any  such  Holder shall so request in writing, the Company shall include in such
registration  statement  all  or  any  part  of such Registrable Securities such
Holder  requests to be registered; provided, however, that the Company shall not
                                   --------  -------
be required to register any Registrable Securities pursuant to this Section 6(e)
that  are  eligible  for  resale  pursuant  to Rule 144(k) promulgated under the
Securities  Act  or  that  are  the  subject  of  a  then effective Registration
Statement.

(f)     Amendments  and Waivers. The provisions of this Agreement, including the
        -----------------------
provisions  of  this sentence, may not be amended, modified or supplemented, and
waivers  or  consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and each Holder of
the   then   outstanding   Registrable   Securities.   Notwithstanding   the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to  a matter that relates exclusively to the rights of Holders and that does not
directly  or  indirectly  affect  the  rights  of  other Holders may be given by
Holders  of  all  of  the Registrable Securities to which such waiver or consent
relates;  provided,  however,  that  the  provisions of this sentence may not be
          --------   -------
amended,  modified,  or supplemented except in accordance with the provisions of
the  immediately  preceding  sentence.

(g)     Notices.  Any  and  all  notices  or  other communications or deliveries
        -------
required  or  permitted to be provided hereunder shall be delivered as set forth
in  the  Purchase  Agreement.

(h)     Successors and Assigns. This Agreement shall inure to the benefit of and
        ----------------------
be  binding  upon  the  successors  and permitted assigns of each of the parties
and  shall  inure  to  the  benefit  of  each Holder. The Company may not assign
(except by merger) its rights or obligations hereunder without the prior written
consent  of  all  of the Holders of the then-outstanding Registrable Securities.
Each  Holder  may  assign their respective rights hereunder in the manner and to
the  Persons  as  permitted  under  the  Purchase  Agreement.

(i)     No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of  its
        ----------------------------
Subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  Subsidiaries,  on  or  after  the  date  of this  Agreement, enter into any
agreement  with  respect  to  its  securities,  that  would  have  the effect of
impairing  the  rights  granted  to  the  Holders in this Agreement or otherwise
conflicts  with  the  provisions  hereof.  Except as set forth on Schedule 6(i),
                                                                  -------------
neither  the Company nor any of its subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities
to  any  Person  that  have  not  been  satisfied  in  full.

(j)     Execution  and  Counterparts.  This  Agreement may be executed in two or
        ----------------------------
more  counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by  each  party  and delivered to the  other party,  it  being  understood  that
both  parties  need  not  sign  the  same  counterpart.  In  the  event that any
signature  is  delivered  by  facsimile  transmission or by e-mail delivery of a
".pdf"  format  data  file,  such  signature  shall  create  a valid and binding
obligation  of  the  party  executing  (or  on  whose  behalf  such signature is
executed)  with  the  same  force  and  effect  as  if  such facsimile or ".pdf"
signature  page  were  an  original  thereof.

(k)     Governing  Law.  All  questions  concerning  the construction, validity,
        --------------
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance  with  the  provisions  of  the  Purchase  Agreement.

(l)     Cumulative Remedies. The remedies provided herein are cumulative and not
        -------------------
     exclusive  of  any  other  remedies  provided  by  law.

(m)     Severability.  If  any  term, provision, covenant or restriction of this
        ------------
Agreement  is  held by a court of competent jurisdiction to be invalid, illegal,
void  or  unenforceable,  the  remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no  way  be affected, impaired or invalidated, a nd  the  parties  hereto  shall
use  their  commercially  reasonable  efforts  to find and employ an alternative
means  to achieve the same or substantially the same result as that contemplated
by  such  term,  provision, covenant or restriction. It is hereby stipulated and
declared  to  be  the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such  that  may  be  hereafter declared invalid, illegal, void or unenforceable.

(n)     Headings.  The  headings  in this Agreement are for convenience only, do
        --------
not  constitute  a  part  of  this Agreement and shall not be deemed to limit or
affect  any  of  the  provisions  hereof.

(o)     Independent  Nature  of Holders' Obligations and Rights. The obligations
        -------------------------------------------------------
of  each  Holder hereunder are several and not joint with the obligations of any
other  Holder  hereunder,  and no Holder shall be responsible in any way for the
performance  of the obligations of any other Holder hereunder. Nothing contained
herein  or  in  any other agreement or document delivered at any closing, and no
action  taken  by  any  Holder  pursuant  hereto  or thereto, shall be deemed to
constitute  the Holders as a partnership, an association, a joint venture or any
other  kind  of  entity, or create a presumption that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by  this  Agreement.  Each Holder shall be entitled to protect and
enforce  its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional  party  in  any  proceeding  for  such  purpose.

                              ********************

<PAGE>

   IN  WITNESS  WHEREOF, the parties have executed this Registration
Rights  Agreement  as  of  the  date  first  written  above.


TRINITY  LEARNING  CORPORATION


   By: /s/Pat Quinn
       ------------
 Name: Pat Quinn
Title: Cheif Financial Officer










                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


<PAGE>
                     [SIGNATURE PAGE OF HOLDERS TO TTYL RRA]

Name  of  Holder:  __________________________
Signature  of  Authorized  Signatory  of  Holder:  __________________________
Name  of  Authorized  Signatory:  _________________________
Title  of  Authorized  Signatory:  __________________________



                           [SIGNATURE PAGES CONTINUE]

<PAGE>

                                     ANNEX A

                              Plan of Distribution
                              --------------------
     Each  Selling  Stockholder (the "Selling Stockholders") of the common stock
                                      --------------------
and  any  of their pledgees, assignees and successors-in-interest may, from time
to  time,  sell  any  or all of their shares of common stock on the OTC Bulletin
Board  or  any  other  stock  exchange,  market or trading facility on which the
shares  are  traded  or in private transactions.  These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one  or more of the
following  methods  when  selling  shares:

-    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits  purchasers;

-    block trades  in which the broker-dealer will attempt to sell the shares as
     agent  but  may  position and resell a portion of the block as principal to
     facilitate  the  transaction;

-    purchases  by  a broker-dealer as principal and resale by the broker-dealer
     for  its  account;

-    an exchange  distribution  in  accordance  with the rules of the applicable
     exchange;

-    privately  negotiated  transactions;

-    settlement  of  short  sales  entered  into after the effective date of the
     registration  statement  of  which  this  prospectus  is  a  part;

-    broker-dealers  may agree with the Selling Stockholders to sell a specified
     number  of  such  shares  at  a  stipulated  price  per  share;

-    through the writing or settlement of options or other hedging transactions,
     whether  through  an  options  exchange  or  otherwise;

-    a  combination  of  any  such  methods  of  sale;  or

-    any  other  method  permitted  pursuant  to  applicable  law.

     The  Selling  Stockholders  may  also  sell shares under Rule 144 under the
Securities  Act of 1933, as amended (the "Securities Act"), if available, rather
                                          --------------
than  under  this  prospectus.
Broker-dealers  engaged  by  the  Selling  Stockholders  may  arrange  for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or  discounts  from  the  Selling Stockholders (or, if any broker-dealer acts as
agent  for  the  purchaser  of  shares,  from  the  purchaser)  in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case  of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup  or  markdown  in  compliance  with  NASDR  IM-2440.

In  connection  with  the  sale  of  the  common stock or interests therein, the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which  may in turn engage in short sales of the
Common  Stock  in  the course of hedging the positions they assume.  The Selling
Stockholders  may  also  sell shares of the common stock short and deliver these
securities  to  close  out  their  short positions, or loan or pledge the common
stock  to  broker-dealers  that  in turn may sell these securities.  The Selling
Stockholders  may  also  enter  into  option  or  other  transactions  with
broker-dealers  or  other  financial institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution  of  shares offered by this prospectus, which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus  (as  supplemented  or  amended  to  reflect  such  transaction).
The  Selling  Stockholders and any broker-dealers or agents that are involved in
selling  the shares may be deemed to be "underwriters" within the meaning of the
Securities  Act  in  connection with such sales.  In such event, any commissions
received  by  such  broker-dealers or agents and any profit on the resale of the
shares  purchased  by  them  may  be  deemed  to  be underwriting commissions or
discounts  under  the Securities Act.  Each Selling Stockholder has informed the
Company  that  it  does not have any written or oral agreement or understanding,
directly  or  indirectly,  with any person to distribute the Common Stock. In no
event  shall  any  broker-dealer receive fees, commissions and markups which, in
the  aggregate,  would  exceed  eight  percent  (8%).

The Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares.  The Company has agreed to indemnify
the  Selling  Stockholders  against  certain  losses,  claims,  damages  and
liabilities,  including  liabilities  under  the  Securities  Act.

Because  Selling  Stockholders  may  be  deemed  to be "underwriters" within the
meaning  of  the Securities Act, they will be subject to the prospectus delivery
requirements  of the Securities Act including Rule 172 thereunder.  In addition,
any  securities  covered  by  this prospectus which qualify for sale pursuant to
Rule  144  under the Securities Act may be sold under Rule 144 rather than under
this  prospectus.  There  is  no  underwriter  or  coordinating broker acting in
connection  with  the  proposed  sale  of  the  resale  shares  by  the  Selling
Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on
which  the shares may be resold by the Selling Stockholders without registration
and  without regard to any volume limitations by reason of Rule 144(k) under the
Securities  Act  or  any  other rule of similar effect or (ii) all of the shares
have  been sold pursuant to this prospectus or Rule 144 under the Securities Act
or  any  other  rule  of  similar  effect.  The  resale shares will be sold only
through  registered  or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale shares may not
be sold unless they have been registered or qualified for sale in the applicable
state  or  an  exemption  from  the registration or qualification requirement is
available  and  is  complied  with.

Under  applicable  rules  and  regulations  under  the  Exchange Act, any person
engaged  in  the distribution of the resale shares may not simultaneously engage
in  market making activities with respect to the common stock for the applicable
restricted  period, as defined in Regulation M, prior to the commencement of the
distribution.  In  addition,  the  Selling  Stockholders  will  be  subject  to
applicable  provisions  of  the  Exchange  Act  and  the  rules  and regulations
thereunder,  including Regulation M, which may limit the timing of purchases and
sales  of  shares  of  the common stock by the Selling Stockholders or any other
person.  We  will  make  copies  of  this  prospectus  available  to the Selling
Stockholders  and  have  informed  them  of  the  need to deliver a copy of this
prospectus  to  each purchaser at or prior to the time of the sale (including by
compliance  with  Rule  172  under  the  Securities  Act).

<PAGE>
                                                                         ANNEX B
                          TRINITY LEARNING CORPORATION
                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
     The  undersigned  beneficial  owner of common stock, no par value per share
(the  "Common  Stock"), of Trinity Learning Corporation, a Utah corporation (the
       -------------
"Company"),  (the  "Registrable  Securities")  understands  that the Company has
 -------            -----------------------
filed  or  intends  to  file  with  the  Securities and Exchange Commission (the
"Commission")  a  registration  statement  on  Form  S-1  (the  "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of  1933,  as  amended (the "Securities Act"), of the Registrable Securities, in
                             --------------
accordance  with  the  terms  of  the Registration Rights Agreement, dated as of
March  31, 2006 (the "Registration Rights Agreement"), among the Company and the
                      -----------------------------
Purchasers  named  therein.  A  copy  of  the  Registration  Rights Agreement is
available  from  the  Company  upon request at the address set forth below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto  in  the  Registration  Rights  Agreement.

Certain legal consequences arise from being named as a selling securityholder in
the Registration Statement and the related prospectus.  Accordingly, holders and
beneficial  owners  of  Registrable  Securities are advised to consult their own
securities  law  counsel  regarding the consequences of being named or not being
named  as a selling securityholder in the Registration Statement and the related
prospectus.
                                     NOTICE

     The  undersigned  beneficial  owner  (the  "Selling  Securityholder")  of
                                                 -----------------------
Registrable Securities hereby elects to include the Registrable Securities owned
by  it and listed below in Item 3 (unless otherwise specified under such Item 3)
in  the  Registration  Statement.

<PAGE>

The  undersigned  hereby  provides  the following information to the Company and
represents  and  warrants  that  such  information  is  accurate:

                                  QUESTIONNAIRE
1.     NAME.
     (a)     Full  Legal  Name  of  Selling  Securityholder

     (b)     Full Legal Name of Registered Holder (if not the same as (a) above)
through  which  Registrable  Securities  Listed  in  Item  3  below  are  held:

     (c)     Full  Legal  Name  of Natural Control Person (which means a natural
person  who  directly  or  indirectly  alone or with others has power to vote or
dispose  of  the  securities  covered  by  the  questionnaire):

2.  ADDRESS  FOR  NOTICES  TO  SELLING  SECURITYHOLDER:

Telephone:
----------
Fax:
Contact  Person:

3.  BENEFICIAL  OWNERSHIP  OF  REGISTRABLE  SECURITIES:
     (a)     Type  and  Number of Registrable Securities beneficially owned (not
including  the Registrable Securities that are issuable pursuant to the Purchase
Agreement):

<PAGE>

4.  BROKER-DEALER  STATUS:

     (a)     Are  you  a  broker-dealer?
           [ ] Yes   [ ] No

     (b)     If  "yes"  to  Section  4(a),  did  you  receive  your  Registrable
Securities  as  compensation  for  investment  banking  services to the Company.
           [ ] Yes   [ ] No
     Note:     If  no,  the  Commission's staff has indicated that you should be
identified  as  an  underwriter  in  the  Registration  Statement.

     (c)     Are  you  an  affiliate  of  a  broker-dealer?
           [ ] Yes   [ ] No

     (d)     If you are an affiliate of a broker-dealer, do you certify that you
bought the Registrable Securities in the ordinary course of business, and at the
time  of  the  purchase  of  the Registrable Securities to be resold, you had no
agreements  or  understandings,  directly  or  indirectly,  with  any  person to
distribute  the  Registrable  Securities?
           [ ] Yes   [ ] No
     Note:     If  no,  the  Commission's staff has indicated that you should be
identified  as  an  underwriter  in  the  Registration  Statement.

5.  BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
SECURITYHOLDER.
Except  as set forth below in this Item 5, the undersigned is not the beneficial
or  registered owner of any securities of the Company other than the Registrable
Securities  listed  above  in  Item  3.

     (a)     Type  and  Amount  of  Other  Securities  beneficially owned by the
Selling  Securityholder:


<PAGE>

6.  RELATIONSHIPS  WITH  THE  COMPANY:
Except  as  set  forth below, neither the undersigned nor any of its affiliates,
officers,  directors  or  principal  equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had
any  other  material  relationship  with  the  Company  (or  its predecessors or
affiliates)  during  the  past  three  years.
     State  any  exceptions  here:


     The  undersigned  agrees to promptly notify the Company of any inaccuracies
or  changes  in the information provided herein that may occur subsequent to the
date  hereof  at  any  time  while the Registration Statement remains effective.
By  signing below, the undersigned consents to the disclosure of the information
contained  herein  in its answers to Items 1 through 6 and the inclusion of such
information  in  the  Registration  Statement and the related prospectus and any
amendments  or  supplements  thereto.  The  undersigned  understands  that  such
information  will  be  relied  upon  by  the  Company  in  connection  with  the
preparation  or  amendment  of  the  Registration  Statement  and  the  related
prospectus.

IN  WITNESS  WHEREOF  the  undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly  authorized  agent.
Dated:          Beneficial  Owner:

                 By:
               Name:
              Title:

PLEASE  FAX  A  COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND
RETURN  THE  ORIGINAL  BY  OVERNIGHT  MAIL,  TO: