Exhibit 10.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF  WHICH  SHALL  BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THIS  SECURITY  AND  THE  SECURITIES  ISSUABLE  UPON  EXERCISE OF THIS
SECURITY  MAY  BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN  SECURED  BY  SUCH  SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                          TRINITY LEARNING CORPORATION

     THIS  COMMON  STOCK  PURCHASE  WARRANT  (the "Warrant") certifies that, for
                                                   -------
value  received,  _____________  (the "Holder"), is entitled, upon the terms and
                                       ------
subject to the limitations on exercise and the conditions hereinafter set forth,
at  any time on or after the date hereof (the "Initial Exercise Date") and on or
                                               ---------------------
prior  to  the  close  of  business  on the four year anniversary of the Initial
Exercise  Date (the "Termination Date") but not thereafter, to subscribe for and
                     ----------------
purchase  from Trinity Learning Corporation, a Utah corporation (the "Company"),
                                                                      -------
up  to  ______  shares  (an  amount  of shares of Common Stock, no par value per
share,  of the Company (the "Common Stock"), equal to forty (40%) percent of the
                             ------------
number  of  Common Stock shares that the Purchaser would receive if it converted
the  amount of Debentures purchased on the Closing Date into Common Stock of the
Company)  (the  "Warrant  Shares")  of  Common Stock.  The purchase price of one
                 ---------------
share  of  Common Stock under this Warrant shall be equal to the Exercise Price,
as  defined  in  Section  2(b).

Section  1.     Definitions.  Capitalized  terms  used  and  not  otherwise
----------      -----------
defined  herein  shall  have  the  meanings set forth in that certain Securities
Purchase  Agreement  (the "Purchase Agreement"), dated March 31, 2006, among the
                           ------------------
Company  and  the  purchasers  signatory  thereto.

Section  2.     Exercise.
----------      --------
a)     Exercise of Warrant.  Exercise of the purchase rights represented by this
       -------------------
     Warrant  may be made, in whole or in part, at any time or times on or after
the  Initial  Exercise Date and on or before the Termination Date by delivery to
the  Company  of  a  duly executed facsimile copy of the Notice of Exercise Form
annexed  hereto  (or  such  other  office  or  agency  of  the Company as it may
designate  by  notice in writing to the registered Holder at the address of such
Holder appearing on the books of the Company); and, within 3 Trading Days of the
date said Notice of Exercise is delivered to the Company, the Company shall have
received  payment  of  the  aggregate  Exercise  Price  of  the  shares  thereby
purchased  by  wire  transfer  or cashier's check drawn on a United States bank.
Notwithstanding  anything  herein  to  the  contrary,  the  Holder  shall not be
required  to  physically  surrender this Warrant to the Company until the Holder
has  purchased all of the Warrant Shares available hereunder and the Warrant has
been  exercised  in full, in which case, the Holder shall surrender this Warrant
to  the  Company  for  cancellation  within 3 Trading Days of the date the final
Notice  of  Exercise  is  delivered  to  the Company.  Partial exercises of this
Warrant  resulting  in  purchases  of  a  portion of the total number of Warrant
Shares  available  hereunder  shall  have the effect of lowering the outstanding
number  of  Warrant  Shares  purchasable  hereunder  in  an  amount equal to the
applicable number of Warrant Shares purchased.  The Holder and the Company shall
maintain  records showing the number of Warrant Shares purchased and the date of
such  purchases.  The  Company  shall  deliver  any  objection  to any Notice of
Exercise  Form within 1 Business Day of receipt of such notice.  In the event of
any  dispute  or discrepancy, the records of the Holder shall be controlling and
determinative  in the absence of manifest error. The Holder and any assignee, by
acceptance  of  this  Warrant,  acknowledge  and  agree  that,  by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant
Shares  hereunder, the number of Warrant Shares available for purchase hereunder
at  any  given  time  may  be  less  than  the amount stated on the face hereof.

b)     Exercise  Price.  The  exercise price per share of the Common Stock under
       ---------------
this  Warrant  shall  be  $120% of closing bid price  of  the  Company's  common
stock on the day that is one day prior to the initial closing date, subject  to
adjustment hereunder (the "Exercise Price").
                           ---------------

c)     Cashless  Exercise.  If  at  any  time  after  one  year from the date of
       ------------------
issuance  of  this  Warrant  there  is  no  effective  Registration  Statement
registering,  or  no current prospectus available for, the resale of the Warrant
Shares  by  the  Holder, then this Warrant may also be exercised at such time by
means  of a "cashless exercise" in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained by
dividing  [(A-B)  (X)]  by  (A),  where:

(A)  =  the  VWAP  on  the  Trading  Day  immediately preceding the date of such
election;

(B)  =  the  Exercise  Price  of  this  Warrant,  as  adjusted;  and

(X)  =  the  number  of Warrant Shares issuable upon exercise of this Warrant in
accordance  with  the  terms  of this Warrant by means of a cash exercise rather
than  a  cashless  exercise.

     Notwithstanding  anything  herein to the contrary, on the Termination Date,
this  Warrant shall be automatically exercised via cashless exercise pursuant to
this  Section  2(c).

d)     Exercise  Limitations.
       ---------------------

i.     Holder's Restrictions.  The Company shall not effect any exercise of this
       ---------------------
Warrant,  and  a Holder shall not have the right to exercise any portion of this
Warrant,  pursuant to Section 2(c) or otherwise, to the extent that after giving
effect  to such issuance after exercise as set forth on the applicable Notice of
Exercise,  such  Holder  (together  with such Holder's Affiliates, and any other
person  or  entity  acting  as  a group together with such Holder or any of such
Holder's  Affiliates),  as set forth on the applicable Notice of Exercise, would
beneficially  own  in  excess of the Beneficial Ownership Limitation (as defined
below).  For  purposes of the foregoing sentence, the number of shares of Common
Stock  beneficially  owned  by  such Holder and its Affiliates shall include the
number  of  shares  of  Common Stock issuable upon exercise of this Warrant with
respect  to which such determination is being made, but shall exclude the number
of  shares  of  Common  Stock  which  would be issuable upon (A) exercise of the
remaining,  nonexercised  portion  of  this  Warrant  beneficially owned by such
Holder  or  any  of  its  Affiliates  and  (B)  exercise  or  conversion  of the
unexercised  or  nonconverted  portion  of  any  other securities of the Company
(including,  without  limitation, any other Debentures or Warrants) subject to a
limitation  on  conversion  or  exercise  analogous  to the limitation contained
herein  beneficially  owned  by such Holder or any of its affiliates.  Except as
set  forth  in  the  preceding  sentence,  for purposes of this Section 2(d)(i),
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange  Act  and  the  rules  and regulations promulgated thereunder, it being
acknowledged  by  a  Holder  that the Company is not representing to such Holder
that  such  calculation  is in compliance with Section 13(d) of the Exchange Act
and  such Holder is solely responsible for any schedules required to be filed in
accordance  therewith.   To  the  extent  that  the limitation contained in this
Section  2(d)  applies, the determination of whether this Warrant is exercisable
(in  relation  to  other  securities  owned  by  such  Holder  together with any
Affiliates)  and  of  which a portion of this Warrant is exercisable shall be in
the  sole  discretion  of  a  Holder, and the submission of a Notice of Exercise
shall  be  deemed  to  be each Holder's determination of whether this Warrant is
exercisable  (in relation to other securities owned by such Holder together with
any  Affiliates)  and  of  which portion of this Warrant is exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no  obligation  to  verify  or  confirm the accuracy of such determination.   In
addition,  a determination as to any group status as contemplated above shall be
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
and  regulations  promulgated thereunder.  For purposes of this Section 2(d), in
determining  the number of outstanding shares of Common Stock, a Holder may rely
on  the  number  of  outstanding  shares of Common Stock as reflected in (x) the
Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more
recent public announcement by the Company or (z) any other notice by the Company
or  the  Company's  Transfer  Agent setting forth the number of shares of Common
Stock  outstanding.  Upon  the  written or oral request of a Holder, the Company
shall  within  two Trading Days confirm orally and in writing to such Holder the
number  of  shares of Common Stock then outstanding.  In any case, the number of
outstanding  shares  of  Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant,
by  such  Holder  or  its  Affiliates  since the date as of which such number of
outstanding  shares  of  Common  Stock  was reported.  The "Beneficial Ownership
Limitation"  shall  be  9.99%  of  the  number  of  shares  of  the Common Stock
outstanding  immediately after giving effect to the issuance of shares of Common
Stock  issuable  upon  exercise  of  this  Warrant.  The  Beneficial  Ownership
Limitation  may  not be waived by such Holder.  The provisions of this paragraph
shall  be  construed  and  implemented  in  a  manner  otherwise  than in strict
conformity  with the terms of this Section 2(d)(i) to correct this paragraph (or
any  portion  hereof)  which  may be defective or inconsistent with the intended
Beneficial  Ownership  Limitation  herein  contained  or  to  make  changes  or
supplements  necessary  or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this  Warrant.

ii.     [RESERVED]

e)     Mechanics  of  Exercise.
       -----------------------

i.     Authorization  of  Warrant  Shares.  Subject to Shareholder Approval, the
       ----------------------------------
Company  covenants that all Warrant Shares which may be issued upon the exercise
of  the  purchase  rights represented by this Warrant will, upon exercise of the
purchase rights represented by this Warrant, be duly authorized, validly issued,
fully  paid  and  nonassessable  and  free  from  all  taxes,  liens and charges
created  by  the  Company  in  respect of the issue thereof (other than taxes in
respect  of  any  transfer  occurring  contemporaneously  with  such  issue).

ii.     Delivery  of  Certificates  Upon  Exercise.  Certificates  for  shares
        ------------------------------------------
purchased hereunder shall be transmitted by the transfer agent of the Company to
the  Holder  by  physical delivery to the address specified by the Holder in the
Notice of Exercise within 5 Trading Days from the delivery to the Company of the
Notice  of Exercise Form, surrender of this Warrant (if required) and payment of
the aggregate Exercise Price as set forth above ("Warrant Share Delivery Date").
                                                  ---------------------------
This  Warrant  shall  be  deemed to have been exercised on the date the Exercise
Price  is  received  by the Company.  The Warrant Shares shall be deemed to have
been  issued,  and  Holder or any other person so designated to be named therein
shall  be  deemed  to  have  become  a  holder  of record of such shares for all
purposes,  as  of  the  date  the  Warrant  has been exercised by payment to the
Company  of  the  Exercise Price (or by cashless exercise, if permitted) and all
taxes  required  to be paid by the Holder, if any, pursuant to Section 2(e)(vii)
prior  to  the  issuance  of  such  shares,  have  been  paid.

iii.     Delivery  of  New  Warrants  Upon Exercise.  If this Warrant shall have
         ------------------------------------------
been  exercised  in part, the Company shall, at the request of a Holder and upon
surrender  of  this  Warrant  certificate,  at  the  time  of  delivery  of  the
certificate or certificates representing Warrant Shares, deliver to Holder a new
Warrant  evidencing  the  rights  of  Holder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all other respects
be  identical  with  this  Warrant.

iv.     Rescission  Rights.  If the Company fails to cause its transfer agent to
        ------------------
transmit  to  the  Holder a certificate or certificates representing the Warrant
Shares  pursuant  to  this  Section 2(e)(iv) by the Warrant Share Delivery Date,
then  the  Holder  will  have  the  right  to  rescind  such  exercise.

v.     Compensation  for  Buy-In  on Failure to Timely Deliver Certificates Upon
       -------------------------------------------------------------------------
Exercise.  In  addition  to  any  other  rights  available to the Holder, if the
--------
Company  fails  to  cause  its  transfer  agent  to  transmit  to  the  Holder a
certificate  or  certificates  representing  the  Warrant  Shares pursuant to an
exercise  on  or  before the Warrant Share Delivery Date, and if after such date
the  Holder is required by its broker to purchase (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder  of  the  Warrant Shares which the Holder anticipated receiving upon such
exercise  (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the
              -------
amount  by  which  (x)  the  Holder's  total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the
amount obtained by multiplying (A) the number of Warrant Shares that the Company
was  required  to deliver to the Holder in connection with the exercise at issue
times  (B)  the  price  at  which  the  sell  order giving rise to such purchase
obligation  was  executed, and (2) at the option of the Holder, either reinstate
the  portion  of  the  Warrant and equivalent number of Warrant Shares for which
such  exercise  was not honored or deliver to the Holder the number of shares of
Common  Stock  that  would have been issued had the Company timely complied with
its  exercise  and  delivery  obligations hereunder.  For example, if the Holder
purchases  Common  Stock  having  a  total  purchase price of $11,000 to cover a
Buy-In  with  respect to an attempted exercise of shares of Common Stock with an
aggregate  sale  price giving rise to such purchase obligation of $10,000, under
clause  (1)  of the immediately preceding sentence the Company shall be required
to  pay  the  Holder $1,000. The Holder shall provide the Company written notice
indicating  the amounts payable to the Holder in respect of the Buy-In and, upon
request  of  the  Company,  evidence of the amount of such loss.  Nothing herein
shall  limit  a  Holder's  right  to  pursue  any other remedies available to it
hereunder,  at  law  or  in  equity  including,  without limitation, a decree of
specific  performance  and/or  injunctive  relief  with respect to the Company's
failure  to timely deliver certificates representing shares of Common Stock upon
exercise  of  the  Warrant  as  required  pursuant  to  the  terms  hereof.

vi.     No  Fractional  Shares  or  Scrip.  No  fractional  shares  or  scrip
        ---------------------------------
representing  fractional  shares  shall  be  issued  upon  the  exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to  purchase upon such exercise, the Company shall at its election, either pay a
cash  adjustment  in  respect  of such final fraction in an amount equal to such
fraction  multiplied  by the Exercise Price or round up to the next whole share.

vii.     Charges,  Taxes  and  Expenses.  Issuance  of  certificates for Warrant
         ------------------------------
Shares  shall be made without charge to the Holder for any issue or transfer tax
or  other incidental expense in respect of the issuance of such certificate, all
of  which taxes and expenses shall be paid by the Company, and such certificates
shall  be  issued  in  the name of the Holder or in such name or names as may be
directed  by  the  Holder; provided, however, that in the event certificates for
                           --------  -------
Warrant  Shares  are  to  be issued in a name other than the name of the Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for  any  transfer  tax  incidental  thereto.

viii.     Closing of Books.  The Company will not close its stockholder books or
          ----------------
records  in  any  manner  which  prevents  the  timely exercise of this Warrant,
pursuant  to  the  terms  hereof.

     Section  3.     Certain  Adjustments.
     ----------      -------  -----------

a)     Stock  Dividends  and  Splits.  If  the  Company,  at any time while this
       -----------------------------
Warrant  is  outstanding:  (A)  pays  a  stock  dividend  or  otherwise  make  a
distribution  or distributions on shares of its Common Stock or any other equity
or  equity  equivalent  securities payable in shares of Common Stock (which, for
avoidance  of  doubt, shall not include any shares of Common Stock issued by the
Company  upon  exercise  of  this Warrant), (B) subdivides outstanding shares of
Common  Stock  into a larger number of shares, (C) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares, or (D) issues by reclassification of shares  of  the  Common  Stock  any
shares  of  capital  stock  of the Company, then in each case the Exercise Price
shall  be multiplied by a fraction of which the numerator shall be the number of
shares  of  Common  Stock  (excluding  treasury  shares,  if  any)  outstanding
immediately  before  such event and of which the denominator shall be the number
of  shares  of  Common  Stock  outstanding  immediately after such event and the
number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted.  Any  adjustment  made  pursuant  to  this  Section  3(a) shall become
effective  immediately  after  the  record  date  for  the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after  the  effective date in the case of a subdivision,
combination  or  re-classification.

b)     Subsequent  Equity  Sales.  If  the Company or any Subsidiary thereof, as
       -------------------------
applicable,  at  any time while this Warrant is outstanding, shall sell or grant
any  option to purchase or sell or grant any right to reprice its securities, or
otherwise  dispose of or issue (or announce any offer, sale, grant or any option
to  purchase  or other disposition) any Common Stock or Common Stock Equivalents
entitling  any  Person  to acquire shares of Common Stock, at an effective price
per  share  less than the then Exercise Price (such lower price, the "Base Share
                                                                      ----------
Price" and such issuances collectively, a "Dilutive Issuance") (if the holder of
 ----                                      -----------------
the  Common  Stock  or  Common  Stock  Equivalents  so issued shall at any time,
whether  by  operation of purchase price adjustments, reset provisions, floating
conversion,  exercise  or  exchange  prices  or  otherwise,  or due to warrants,
options  or  rights per share which are issued in connection with such issuance,
be  entitled  to  receive shares of Common Stock at an effective price per share
which  is  less  than  the Exercise Price, such issuance shall be deemed to have
occurred  for  less  than  the  Exercise  Price  on  such  date  of the Dilutive
Issuance),  then  [the Exercise Price shall be reduced and only reduced to equal
the  Base  Share Price and the number of Warrant Shares issuable hereunder shall
be  increased  such  that  the aggregate Exercise Price payable hereunder, after
taking  into  account  the decrease in the Exercise Price, shall be equal to the
aggregate  Exercise  Price  prior  to such adjustment.  Such adjustment shall be
made  whenever  such  Common  Stock  or  Common  Stock  Equivalents  are issued.
Notwithstanding  the  foregoing,  no  adjustments  shall be made, paid or issued
under  this  Section  3(b)  in respect of an Exempt Issuance.  The Company shall
notify  the  Holder  in  writing,  no  later  than the Trading Day following the
issuance  of  any  Common  Stock  or  Common  Stock  Equivalents subject to this
section,  indicating  therein the applicable issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice the
"Dilutive  Issuance Notice").  For purposes of clarification, whether or not the
 -------------------------
Company  provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon
the  occurrence  of  any  Dilutive  Issuance,  after  the  date of such Dilutive
Issuance the Holder is entitled to receive a number of Warrant Shares based upon
the  Base  Share Price regardless of whether the Holder accurately refers to the
Base  Share  Price  in  the  Notice  of  Exercise.

c)     Subsequent  Rights  Offerings.  If  the  Company,  at  any time while the
       -----------------------------
Warrant  is  outstanding, shall issue rights, options or warrants to all holders
of Common Stock (and not to Holders) entitling them to subscribe for or purchase
shares  of  Common  Stock  at a price per share less than the VWAP at the record
date mentioned below, then the Exercise Price shall be multiplied by a fraction,
of  which  the  denominator  shall  be  the number of shares of the Common Stock
outstanding  on  the date of issuance of such rights or warrants plus the number
of  additional  shares of Common Stock offered for subscription or purchase, and
of  which  the  numerator  shall  be  the  number  of shares of the Common Stock
outstanding  on  the date of issuance of such rights or warrants plus the number
of  shares  which  the aggregate offering price of the total number of shares so
offered  (assuming  receipt  by the Company in full of all consideration payable
upon  exercise of such rights, options or warrants) would purchase at such VWAP.
Such  adjustment  shall be made whenever such rights or warrants are issued, and
shall  become  effective immediately after the record date for the determination
of  stockholders  entitled  to  receive  such  rights,  options  or  warrants.

d)     Pro  Rata  Distributions.  If  the Company, at any time prior to the
       ------------------------
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
Holders of the Warrants) evidences of its indebtedness or assets (including cash
and  cash  dividends)  or  rights  or  warrants to subscribe for or purchase any
security  other  than the Common Stock (which shall be subject to Section 3(b)),
then  in  each such case the Exercise Price shall be adjusted by multiplying the
Exercise  Price  in  effect  immediately  prior  to  the  record  date fixed for
determination  of  stockholders  entitled  to  receive  such  distribution  by a
fraction  of which the denominator shall be the VWAP determined as of the record
date  mentioned  above,  and  of  which the numerator shall be such VWAP on such
record date less the then per share fair market value at such record date of the
portion  of such assets or evidence of indebtedness so distributed applicable to
one  outstanding  share  of  the  Common  Stock  as  determined  by the Board of
Directors in good faith.  In either case the adjustments shall be described in a
statement  provided  to  the  Holder  of  the  portion of assets or evidences of
indebtedness  so distributed or such subscription rights applicable to one share
of  Common  Stock.  Such adjustment shall be made whenever any such distribution
is  made  and shall become effective immediately after the record date mentioned
above.

e)   Fundamental  Transaction.  If,  at  any  time  while  this  Warrant  is
     ------------------------
outstanding,  (A) the Company effects any merger or consolidation of the Company
with  or  into  another  Person,  (B)  the  Company  effects  any sale of all or
substantially  all of its assets in one or a series of related transactions, (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant  to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects  any  reclassification  of  the  Common  Stock  or  any compulsory share
exchange  pursuant  to  which  the Common Stock is effectively converted into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"Fundamental  Transaction"), then, upon any subsequent exercise of this Warrant,
 ------------------------
the  Holder  shall  have the right to receive, for each Warrant Share that would
have  been  issuable  upon  such exercise immediately prior to the occurrence of
such  Fundamental Transaction, at the option of the Holder, (a) upon exercise of
this Warrant, the number of shares of Common Stock of the successor or acquiring
corporation  or  of  the  Company,  if  it is the surviving corporation, and any
additional consideration (the "Alternate Consideration") receivable upon or as a
                               -----------------------
result  of  such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of  assets  by a Holder of the number of shares of Common Stock for
which  this Warrant is exercisable immediately prior to such event or (b) if the
Company  is acquired in an all cash transaction, cash equal to the value of this
Warrant  as  determined  in  accordance  with  the  Black-Scholes option pricing
formula.  For  purposes  of any such exercise, the determination of the Exercise
Price  shall  be appropriately adjusted to apply to such Alternate Consideration
based  on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion
the  Exercise  Price  among  the  Alternate Consideration in a reasonable manner
reflecting  the  relative  value  of  any  different components of the Alternate
Consideration.  If  holders  of  Common  Stock  are  given  any choice as to the
securities,  cash  or property to be received in a Fundamental Transaction, then
the  Holder  shall be given the same choice as to the Alternate Consideration it
receives  upon  any  exercise  of  this  Warrant  following  such  Fundamental
Transaction.  To  the  extent  necessary to effectuate the foregoing provisions,
any successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions
and  evidencing  the  Holder's  right  to  exercise  such warrant into Alternate
Consideration.  The  terms  of  any  agreement  pursuant  to which a Fundamental
Transaction  is  effected  shall  include  terms requiring any such successor or
surviving entity to comply with the provisions of this Section 3(d) and insuring
that  this Warrant (or any such replacement security) will be similarly adjusted
upon  any  subsequent  transaction  analogous  to  a  Fundamental  Transaction.

f)     Calculations.  All calculations under this Section 3 shall be made to the
       ------------
nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of  this Section 3, the number of shares of Common Stock deemed to be issued and
outstanding  as  of  a  given  date  shall be the sum of the number of shares of
Common  Stock  (excluding  treasury  shares,  if  any)  issued  and outstanding.

g)     Voluntary  Adjustment  By Company. The Company may at any time during the
       ---------------------------------
term  of  this  Warrant reduce the then current Exercise Price to any amount and
for  any  period  of  time  deemed  appropriate by the Board of Directors of the
Company.


h) Notice  to  Holders.
-----------------------

i.     Adjustment  to  Exercise  Price.  Whenever the Exercise Price is adjusted
       -------------------------------
pursuant  to any provision of this Section 3, the Company shall promptly mail to
each  Holder a notice setting forth the Exercise Price after such adjustment and
setting  forth  a brief statement of the facts requiring such adjustment. If the
Company  issues a variable rate security, despite the prohibition thereon in the
Purchase  Agreement,  the Company shall be deemed to have issued Common Stock or
Common  Stock Equivalents at the lowest possible conversion or exercise price at
which  such  securities  may be converted or exercised in the case of a Variable
Rate  Transaction  (as  defined  in  the  Purchase  Agreement).

ii.     Notice  to  Allow Exercise by Holder. If (A) the Company shall declare a
        ------------------------------------
dividend  (or  any other distribution in whatever form) on the Common Stock; (B)
the  Company  shall  declare  a  special  nonrecurring  cash  dividend  on  or a
redemption  of the Common Stock; (C) the Company shall authorize the granting to
all  holders of the Common Stock rights or warrants to subscribe for or purchase
any  shares  of capital stock of any class or of any rights; (D) the approval of
any  stockholders  of  the  Company  shall  be  required  in connection with any
reclassification  of  the Common Stock, any consolidation or merger to which the
Company  is  a  party,  any  sale or transfer of all or substantially all of the
assets of the Company, of any compulsory share exchange whereby the Common Stock
is  converted  into  other  securities,  cash or property; (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of
the  affairs  of  the Company; then, in each case, the Company shall cause to be
mailed  to  the  Holder  at its last address as it shall appear upon the Warrant
Register  of  the  Company,  at  least  20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which  a  record  is to be taken for the purpose of such dividend, distribution,
redemption,  rights  or warrants, or if a record is not to be taken, the date as
of  which  the  holders  of  the  Common  Stock of record to be entitled to such
dividend,  distributions, redemption, rights or warrants are to be determined or
(y)  the  date  on  which  such  reclassification,  consolidation, merger, sale,
transfer  or  share  exchange  is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or
other  property  deliverable  upon such reclassification, consolidation, merger,
sale,  transfer or share exchange; provided that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of
the  corporate  action  required  to be specified in such notice.  The Holder is
entitled  to  exercise  this  Warrant during the 20-day period commencing on the
date  of  such notice to the effective date of the event triggering such notice.

     Section  4.     Transfer  of  Warrant.
     ----------      ---------------------

a)     Transferability.  Subject  to  compliance  with any applicable securities
       ---------------
laws  and  the conditions set forth in Section 4(d) hereof and to the provisions
of  Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder
(including,  without  limitation,  any registration rights) are transferable, in
whole  or in part, upon surrender of this Warrant at the principal office of the
Company  or  its  designated  agent,  together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or
 its  agent  or  attorney  and  funds  sufficient  to  pay  any  transfer  taxes
payable upon the making of such transfer.  Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the  name  of the assignee or assignees and in the denomination or denominations
specified  in  such  instrument of assignment, and shall issue to the assignor a
new  Warrant  evidencing  the  portion of this Warrant not so assigned, and this
Warrant  shall  promptly  be cancelled.  A Warrant, if properly assigned, may be
exercised  by  a  new holder for the purchase of Warrant Shares without having a
new  Warrant  issued.

b)     New Warrants. This Warrant may be divided or combined with other Warrants
       ------------
upon presentation hereof at the aforesaid office of the Company, together with a
written  notice specifying the names and denominations in which new Warrants are
to  be  issued,  signed  by  the  Holder  or  its agent or attorney.  Subject to
compliance  with  Section 4(a), as to any transfer which may be involved in such
division  or combination, the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance  with  such  notice.

c)     Warrant  Register.  The Company shall register this Warrant, upon records
       -----------------
to  be  maintained  by the Company for that purpose (the "Warrant Register"), in
                                                          ----------------
the  name  of  the record Holder hereof from time to time.  The Company may deem
and treat the registered Holder of this Warrant as the absolute owner hereof for
the  purpose  of  any exercise hereof or any distribution to the Holder, and for
all  other  purposes,  absent  actual  notice  to  the  contrary.

d)     Transfer  Restrictions.  If, at the time of the surrender of this Warrant
in  connection  with  any transfer of this Warrant, the transfer of this Warrant
shall not be registered pursuant to an effectiveregistration statement under the
Securities  Act  and  under  applicable  state  securities or blue sky laws, the
Company  may  require,  as  a  condition  of allowing such transfer (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a  written  opinion  of  counsel  (which opinion shall be in form, substance and
scope  customary  for  opinions  of  counsel  in comparable transactions) to the
effect  that such transfer may be made without registration under the Securities
Act and under applicable state securities or blue sky laws, (ii) that the holder
or  transferee  execute  and deliver to the Company an investment letter in form
and  substance  acceptable  to  the  Company and (iii) that the transferee be an
"accredited  investor"  as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or
(a)(8) promulgated under the Securities Act or a "qualified institutional buyer"
as  defined  in  Rule  144A(a)  under  the  Securities  Act.

     Section  5.     Miscellaneous.
     ----------      -------------

a)     No  Rights  as Shareholder Until Exercise.  This Warrant does not entitle
       -----------------------------------------
the  Holder to any voting rights or other rights as a shareholder of the Company
prior  to  the  exercise  hereof  as  set  forth  in  Section  2(e)(ii).

b)     Loss,  Theft, Destruction or Mutilation of Warrant. The Company covenants
       --------------------------------------------------
that  upon  receipt  by the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation  of  this  Warrant  or any stock
certificate  relating  to  the  Warrant  Shares,  and  in case of loss, theft or
destruction,  of  indemnity or security reasonably satisfactory to it (which, in
the  case  of  the Warrant, shall not include the posting of any bond), and upon
surrender  and  cancellation of such Warrant or stock certificate, if mutilated,
the  Company  will  make  and deliver a new Warrant or stock certificate of like
tenor  and  dated  as  of  such  cancellation,  in lieu of such Warrant or stock
certificate.

c)     Saturdays,  Sundays, Holidays, etc.  If the last or appointed day for the
       ----------------------------------
taking  of  any action or the expiration of any right required or granted herein
shall  not be a Business Day, then such action may be taken or such right may be
exercised  on  the  next  succeeding  Business  Day.

d)     Authorized  Shares.
       ------------------
     Subject  to  Shareholder  Approval,  the  Company covenants that during the
period  the  Warrant  is  outstanding,  it  will reserve from its authorized and
unissued  Common Stock a sufficient number of shares to provide for the issuance
of  the  Warrant  Shares  upon  the  exercise  of any purchase rights under this
Warrant.  The  Company further covenants that its issuance of this Warrant shall
constitute  full  authority  to  its  officers  who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the  Warrant Shares upon the exercise of the purchase rights under this Warrant.
The  Company  will take all such reasonable action as may be necessary to assure
that  such  Warrant Shares may be issued as provided herein without violation of
any  applicable  law or regulation, or of any requirements of the Trading Market
upon  which  the  Common  Stock  may  be  listed.

Except  and  to  the extent as waived or consented to by the Holder, the Company
shall not by any action, including, without limitation, amending its certificate
of  incorporation  or  through  any  reorganization,  transfer  of  assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  of  this  Warrant, but will at all times in good faith assist in the
carrying  out  of all such terms and in the taking of all such actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant  against  impairment.  Without limiting the generality of the foregoing,
the  Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par  value, (b) take all such action as may be necessary or appropriate in order
that  the  Company  may  validly  and legally issue fully paid and nonassessable
Warrant  Shares  upon  the  exercise  of  this Warrant, and (c) use commercially
reasonable  efforts  to  obtain  all such authorizations, exemptions or consents
from  any public regulatory body having jurisdiction thereof as may be necessary
to  enable  the  Company  to  perform its obligations under this Warrant. Before
taking  any  action which would result in an adjustment in the number of Warrant
Shares  for  which  this  Warrant  is  exercisable or in the Exercise Price, the
Company  shall obtain all such authorizations or exemptions thereof, or consents
thereto,  as  may  be necessary from any public regulatory body or bodies having
jurisdiction  thereof.

e)     Jurisdiction.  All  questions  concerning  the  construction,  validity,
       ------------
enforcement and interpretation of this Warrant shall be determined in accordance
with  the  provisions  of  the  Purchase  Agreement.

f)     Restrictions.  The  Holder  acknowledges that the Warrant Shares acquired
       -------------
upon  the  exercise  of  this Warrant, if not registered, will have restrictions
upon  resale  imposed  by  state  and  federal  securities  laws.

g)     Nonwaiver  and Expenses.  No course of dealing or any delay or failure to
       ------------------------
exercise  any right hereunder on the part of Holder shall operate as a waiver of
such  right  or  otherwise  prejudice  Holder's  rights,  powers  or  remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date.  If the Company willfully and knowingly fails to comply with any provision
of  this  Warrant,  which  results  in  any  material damages to the Holder, the
Company  shall  pay  to  Holder such amounts as shall be sufficient to cover any
costs  and  expenses  including, but not limited to, reasonable attorneys' fees,
including  those  of appellate proceedings, incurred by Holder in collecting any
amounts  due pursuant hereto or in otherwise enforcing any of its rights, powers
or  remedies  hereunder.

h)     Notices.  Any  notice, request or other document required or permitted to
       --------
be  given  or  delivered  to  the  Holder  by  the Company shall be delivered in
accordance  with  the  notice  provisions  of  the  Purchase  Agreement.

i)     Limitation  of  Liability.  No  provision  hereof,  in the absence of any
       --------------------------
affirmative  action  by  Holder  to  exercise  this  Warrant to purchase Warrant
Shares,  and  no enumeration herein of the rights or privileges of Holder, shall
give  rise to any liability of Holder for the purchase price of any Common Stock
or  as  a  stockholder of the Company, whether such liability is asserted by the
Company  or  by  creditors  of  the  Company.

j)     Remedies.  Holder,  in  addition to being entitled to exercise all rights
       ---------
granted  by  law,  including  recovery  of damages, will be entitled to specific
performance  of its rights under this Warrant.  The Company agrees that monetary
damages  would not be adequate compensation for any loss incurred by reason of a
breach  by  it  of the provisions of this Warrant and hereby agrees to waive and
not  to  assert the defense in any action for specific performance that a remedy
at  law  would  be  adequate.

k)     Successors  and  Assigns.  Subject  to  applicable  securities laws, this
       -------------------------
Warrant  and  the  rights  and  obligations  evidenced hereby shall inure to the
benefit  of and be binding upon the successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable  by  any  such  Holder  or  holder  of  Warrant  Shares.

l)     Amendment.  This  Warrant  may  be  modified or amended or the provisions
       ----------
hereof  waived  with  the  written  consent  of  the  Company  and  the  Holder.

m)     Severability.  Wherever possible, each provision of this Warrant shall be
       -------------
interpreted  in  such  manner as to be effective and valid under applicable law,
but  if  any  provision  of this Warrant shall be prohibited by or invalid under
applicable  law,  such  provision  shall  be  ineffective  to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or  the  remaining  provisions  of  this  Warrant.

n)     Headings.  The  headings  used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

                              ********************
<PAGE>


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
its  officer  thereunto  duly  authorized.

Dated:  March  31,  2006

TRINITY  LEARNING  CORPORATION


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

<PAGE>

                               NOTICE OF EXERCISE

TO:     TRINITY  LEARNING  CORPORATION

(1)     The undersigned hereby elects to purchase ________ Warrant Shares of the
     Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all  applicable  transfer  taxes,  if  any.
(2)     Payment  shall  take  the  form  of  (check  applicable  box):

[  ]  in  lawful  money  of  the  United  States;  or
[  ]  if  permitted]  the  cancellation  of  such number of Warrant Shares as is

necessary,  in  accordance  with  the  formula  set forth in subsection 2(c), to
exercise  this  Warrant  with  respect  to  the maximum number of Warrant Shares
purchasable  pursuant to the cashless exercise procedure set forth in subsection
2(c).

(3)     Please  issue  a  certificate  or certificates representing said Warrant
Shares  in  the  name  of  the undersigned or in such other name as is specified
below:
               _______________________________


The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical  delivery  of  a  certificate  to:

               _______________________________

               _______________________________

               _______________________________

          (4)  Accredited Investor.  The undersigned is an "accredited investor"
               -------------------
as  defined  in  Regulation  D  promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE  OF  HOLDER]

Name  of  Investing  Entity:
________________________________________________________________________
Signature  of  Authorized  Signatory  of  Investing  Entity:
_________________________________________________
Name  of  Authorized  Signatory:
___________________________________________________________________
Title  of  Authorized  Signatory:
____________________________________________________________________

Date:
_________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR  VALUE  RECEIVED,  [____]  all  of or [_______] shares of the foregoing
Warrant  and  all  rights  evidenced  thereby  are  hereby  assigned  to

_______________________________________________  whose  address  is

_______________________________________________________________.



_______________________________________________________________

                                   Dated:  ______________,  _______


               Holder's  Signature:     _____________________________

               Holder's  Address:       _____________________________

                                        _____________________________



Signature  Guaranteed:  ___________________________________________


NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change  whatsoever, and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should  file  proper  evidence  of  authority  to  assign the foregoing Warrant.



 120%  of Closing Bid price of the Company's Common Stock on the day that is one
day  prior  to  the  Closing  Date.