Exhibit 10.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
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 CONVERSION OF THIS
SECURITY  MAY  BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN  SECURED  BY  SUCH  SECURITIES.

Original  Issue  Date:  March  31,  2006
Original  Conversion  Price  (subject  to  adjustment  herein):  $0.25

                                                                $_______________


                    15% SENIOR SECURED CONVERTIBLE DEBENTURE
                               DUE MARCH 31, 2010

     THIS  15%  SENIOR  SECURED CONVERTIBLE DEBENTURE is one of a series of duly
authorized  and  issued  15%  Senior  Secured  Convertible Debentures of Trinity
Learning  Corporation,  a Utah corporation, having a principal place of business
at  4101  International  Parkway,  Carrollton,  Texas  75007  (the  "Company"),
                                                                     -------
designated  as  its 15% Senior Secured Convertible Debenture, due March 31, 2010
(the  "Debentures").
       ----------


     FOR VALUE RECEIVED, the Company promises to pay to ________________________
or  its  registered  assigns  (the "Holder"), or shall have paid pursuant to the
                                    ------
terms  hereunder,  the  principal  sum of $_______________ by March 31, 2010, or
such  earlier  date  as  this Debenture is required or permitted to be repaid as
provided  hereunder  (the "Maturity Date"), and to pay interest to the Holder on
                           -------------
the  aggregate  unconverted  and  then  outstanding  principal  amount  of  this
Debenture  in  accordance with the provisions hereof.  This Debenture is subject
to  the  following  additional  provisions:

     Section  1.     Definitions.  For  the  purposes hereof, in addition to the
     ----------      -----------
terms  defined  elsewhere in this Debenture: (a) capitalized terms not otherwise
defined  herein have the meanings given to such terms in the Purchase Agreement,
and  (b)  the  following  terms  shall  have  the  following  meanings:

"Alternate Consideration" shall have the meaning set forth in Section 5(d).
 -----------------------

"Base  Conversion  Price"  shall  have  the  meaning  set forth in Section 5(b).
 -----------------------

"Business  Day" means any day except Saturday, Sunday and any day which shall be
 -------------
a  federal  legal  holiday  in  the  United  States  or  a  day on which banking
institutions in the State of New York are authorized or required by law or other
government  action  to  close.

"Buy-In"  shall  have  the  meaning  set  forth  in  Section  4(d)(v).
 ------

"Change  of  Control  Transaction" means the occurrence after the date hereof of
 --------------------------------
any of (i) an acquisition after the date hereof by an individual or legal entity
or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of  effective  control (whether through legal or beneficial ownership of capital
stock  of  the  Company,  by  contract  or otherwise) of in excess of 33% of the
voting  securities  of  the  Company,  or  (ii)  the  Company  merges  into  or
consolidates  with  any  other Person, or any Person merges into or consolidates
with  the Company and, after giving effect to such transaction, the stockholders
of  the  Company  immediately prior to such transaction own less than 66% of the
aggregate  voting  power  of  the  Company  or  the  successor  entity  of  such
transaction,  or (iii) the Company sells or transfers its assets, as an entirety
or  substantially  as an entirety, to another Person and the stockholders of the
Company immediately prior to such transaction own less than 66% of the aggregate
voting  power  of the acquiring entity immediately after the transaction, (iv) a
replacement  at  one time or within a three year period of more than one-half of
the  members  of  the  Company's  board  of directors which is not approved by a
majority  of  those individuals who are members of the board of directors on the
date  hereof (or by those individuals who are serving as members of the board of
directors on any date whose nomination to the board of directors was approved by
a  majority of the members of the board of directors who are members on the date
hereof),  or  (v)  the  execution  by  the  Company of an agreement to which the
Company  is a party or by which it is bound, providing for any of the events set
forth  above  in  (i)  through  (iv).

"Common  Stock"  means  the common stock, no par value per share, of the Company
 -------------
and  stock  of  any  other  class  of  securities into which such securities may
hereafter  have  been  reclassified  or  changed  into.

"Conversion  Date"  shall  have  the  meaning  set  forth  in  Section  4(a).
 ----------------

"Conversion  Price"  shall  have  the  meaning  set  forth  in  Section  4(b).
 -----------------

"Conversion Shares" means the shares of Common Stock issuable upon conversion of
 -----------------
this  Debenture  or  as  payment  of  interest  in  accordance  with  the terms.

"Debenture  Register"  shall  have  the  meaning  set  forth  in  Section  2(c).
 -------------------

"Dilutive  Issuance"  shall  have  the  meaning  set  forth  in  Section  5(b).
 ------------------

"Dilutive  Issuance  Notice"  shall  have the meaning set forth in Section 5(b).
 --------------------------

"Effectiveness  Period"  shall  have  the  meaning  given  to  such  term in the
 ---------------------
Registration  Rights  Agreement.

"Equity  Conditions"  shall mean, during the period in question, (i) the Company
 ------------------
shall  have  duly  honored all conversions and redemptions scheduled to occur or
occurring  by virtue of one or more Notice of Conversions of the Holder, if any,
(ii)  all liquidated damages and other amounts owing to the Holder in respect of
this  Debenture  shall  have  been paid,(iii) there is an effective Registration
Statement  pursuant  to  which the Holder is permitted to utilize the prospectus
thereunder  to  resell  all  of  the shares issuable pursuant to the Transaction
Documents (and the Company believes, in good faith, that such effectiveness will
continue  uninterrupted  for  the  foreseeable future), (iv) the Common Stock is
trading  on  the  Trading  Market and all of the shares issuable pursuant to the
Transaction  Documents  are  listed  for  trading  on  a Trading Market (and the
Company  believes,  in good faith, that trading of the Common Stock on a Trading
Market  will  continue uninterrupted for the foreseeable future), (v) there is a
sufficient  number of authorized but unissued and otherwise unreserved shares of
Common  Stock  for  the  issuance  of all of the shares issuable pursuant to the
Transaction  Documents, (vi) there is then existing no Event of Default or event
which,  with  the  passage  of time or the giving of notice, would constitute an
Event  of Default, (vii) the issuance of the shares in question (or, in the case
of  a  redemption, the shares issuable upon conversion in full of the redemption
amount)  to  the  Holder  would not violate the limitations set forth in Section
4(c)(i)  and  Section 4(c)(ii) and (viii) no public announcement of a pending or
proposed  Fundamental  Transaction, Change of Control Transaction or acquisition
transaction  has  occurred  that  has  not  been  consummated.

"Event  of  Default"  shall  have  the  meaning  set  forth  in  Section  8.
 ------------------

"Exchange  Act"  means  the Securities Exchange Act of 1934, as amended, and the
 -------------
rules  and  regulations  promulgated  thereunder.

"Fundamental  Transaction"  shall  have  the  meaning set forth in Section 5(d).
 ------------------------

"Interest  Conversion Rate" means the lesser of (a) the Conversion Price and (b)
 -------------------------
the  90%  of  the lesser of (i) the average of the 20 VWAPs immediately prior to
the  applicable  Interest  Payment  Date  or  (ii)  the  average of the 20 VWAPs
immediately  prior to the date the applicable interest payment shares are issued
and  delivered  if  after  the  Interest  Payment  Date.

"Interest  Conversion  Shares" shall have the meaning set forth in Section 2(a).
 ----------------------------

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

"Interest  Payment  Date"  shall  have  the  meaning  set forth in Section 2(a).
 -----------------------

"Interest  Share  Amount"  shall  have  the  meaning  set forth in Section 2(a).
 -----------------------

"Late  Fees"  shall  have  the  meaning  set  forth  in  Section  2(d).
 ----------

"Mandatory  Default Amount"  shall equal the sum of (i) the greater of: (A) 130%
 -------------------------
of  the  principal  amount of this Debenture to be prepaid, plus all accrued and
unpaid  interest  thereon,  or  (B) the principal amount of this Debenture to be
prepaid,  plus  all  other  accrued  and  unpaid interest hereon, divided by the
Conversion  Price  on  (x)  the date the Mandatory Default Amount is demanded or
otherwise  due  or  (y)  the  date the Mandatory Default Amount is paid in full,
whichever  is less, multiplied by the VWAP on (x) the date the Mandatory Default
Amount is demanded or otherwise due or (y) the date the Mandatory Default Amount
is  paid  in  full,  whichever  is  greater,  and (ii) all other amounts, costs,
expenses  and  liquidated  damages  due  in  respect  of  this  Debenture.

"Monthly  Conversion  Period"  shall  have the meaning set forth in Section 6(a)
 ---------------------------
hereof.

"Monthly  Conversion  Price"  shall  have  the meaning set forth in Section 6(a)
 --------------------------
hereof.

"Monthly  Redemption"  shall  mean  the redemption of this Debenture pursuant to
 -------------------
Section  6(a)  hereof.

"Monthly  Redemption  Amount"  shall mean, as to a Monthly Redemption, $[1/24].
 ---------------------------

"Monthly  Redemption  Date"  means the 1st of each month, commencing immediately
 -------------------------
after  the  two  year anniversary of the Original Issue date and ending upon the
 full  redemption  of  this  Debenture.

"Monthly  Redemption  Notice"  shall  have the meaning set forth in Section
 ---------------------------
[6(a)  hereof.

"Monthly  Redemption  Period"  shall have the meaning set forth in Section [6(a)
 ---------------------------
hereof.

"Monthly  Redemption  Share  Amount" shall have the meaning set forth in Section
 ----------------------------------
6(a)  hereof.

"New  York  Courts"  shall  have  the  meaning  set  forth  in  Section  9(d).
 -----------------

"Notice  of  Conversion"  shall  have  the  meaning  set  forth in Section 4(a).
 ----------------------

"Original  Issue  Date"  shall  mean  the  date  of  the  first  issuance of the
 ---------------------
Debentures regardless of the number of transfers of any Debenture and regardless
of  the  number  of  instruments which may be issued to evidence such Debenture.

"Permitted  Indebtedness"  shall  mean  (a)  the  Indebtedness  existing  on the
 -----------------------
Original  Issue  Date and set forth on Schedule 3.1(aa) attached to the Purchase
Agreement  and  (b)  lease  obligations and purchase money Indebtedness of up to
$__________,  in  the  aggregate, incurred in connection with the acquisition of
capital  assets  and  lease obligations with respect to newly acquired or leased
assets.

"Permitted  Lien"  shall  mean  the  individual  and collective reference to the
 ---------------
following:  (a)  Liens  for taxes, assessments and other governmental charges or
levies  not  yet  due  or  Liens  for  taxes, assessments and other governmental
charges  or  levies being contested in good faith and by appropriate proceedings
for which adequate reserves (in the good faith judgment of the management of the
Company) have been established in accordance with GAAP, (b) Liens imposed by law
which  were  incurred  in  the  ordinary  course of business, such as carriers',
warehousemen's  and  mechanics'  Liens,  statutory  landlords'  Liens, and other
similar  Liens  arising in the ordinary course of business, and (x) which do not
individually  or  in  the  aggregate  materially  detract from the value of such
property  or assets or materially impair the use thereof in the operation of the
business of the Company and its consolidated Subsidiaries or (y) which are being
contested  in  good faith by appropriate proceedings, which proceedings have the
effect  of preventing the forfeiture or sale of the property or asset subject to
such Lien and (c) Liens incurred in connection with Permitted Indebtedness under
clause  (b) thereunder provided that such Liens are not secured by assets of the
Company  or  its  Subsidiaries  other  than  the  assets  so acquired or leased.

 "Person"  means  a  corporation, an association, a partnership, organization, a
  ------
business,  an  individual,  a  government  or political subdivision thereof or a
governmental  agency.

"Pre-Redemption  Conversion  Shares" shall have the meaning set forth in Section
 ----------------------------------
6(a)  hereof.

"Purchase  Agreement" means the Securities Purchase Agreement, dated as of March
 -------------------
31,  2006, to which the Company and the original Holder are parties, as amended,
modified  or  supplemented  from  time  to  time  in  accordance with its terms.

"Registration  Rights  Agreement" means the Registration Rights Agreement, dated
 -------------------------------
as  of the date of the Purchase Agreement, to which the Company and the original
Holder  are  parties,  as amended, modified or supplemented from time to time in
accordance  with  its  terms.

"Registration Statement" means a registration statement meeting the requirements
 ----------------------
set  forth in the Registration Rights Agreement, covering among other things the
resale of the Conversion Shares and naming the Holder as a "selling stockholder"
thereunder.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and
 --------------
regulations  promulgated  thereunder.

"Shareholder Approval" shall have the meaning given to such term in the Purchase
 --------------------
Agreement.

"Subsidiary"  shall  have  the  meaning  given  to  such  term  in  the Purchase
 ----------
Agreement.

"Threshold  Period"  shall  have the meaning given to such term in Section 6(d).
 -----------------

"Trading  Day"  means  a  day  on  which the Common Stock is traded on a Trading
 ------------
Market.

"Trading  Market"  means  the following markets or exchanges on which the Common
 ---------------
Stock  is  listed  or  quoted  for  trading  on the date in question: the Nasdaq
SmallCap Market, the American Stock Exchange, the New York Stock Exchange or the
Nasdaq  National  Market.

"Transaction  Documents"  shall  have  the  meaning  set  forth  in the Purchase
 ----------------------
Agreement.

"VWAP"  means,  for any date, the price determined by the first of the following
 ----
clauses  that  applies:  (a)  if  the Common Stock is then listed or quoted on a
Trading  Market, the daily volume weighted average price of the Common Stock for
such  date  (or  the  nearest preceding date) on the Trading Market on which the
Common  Stock  is  then listed or quoted as reported by Bloomberg Financial L.P.
(based  on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);
(b)  if the Common Stock is not then listed or quoted on a Trading Market and if
prices  for  the  Common  Stock  are  then quoted on the OTC Bulletin Board, the
volume  weighted average price of the Common Stock for such date (or the nearest
preceding  date)  on the OTC Bulletin Board; (c) if the Common Stock is not then
listed  or  quoted  on the OTC Bulletin Board and if prices for the Common Stock
are  then  reported in the "Pink Sheets" published by the Pink Sheets, LLC (or a
similar organization or agency succeeding to its functions of reporting prices),
the  most  recent bid price per share of the Common Stock so reported; or (d) in
all  other cases, the fair market value of a share of Common Stock as determined
by  an independent appraiser selected in good faith by the Holder and reasonably
acceptable  to  the  Company.

     Section  2.     Interest.
     ----------      --------

a)     Payment  of  Interest  in Cash or Kind. The Company shall pay interest to
       --------------------------------------
the Holder on the aggregate unconverted and then outstanding principal amount of
this  Debenture  at  the  rate  of  15%  per  annum,  payable  semi annually  on
January  1  and  July  1,  beginning on the Original Issue Date, on each Monthly
Redemption  Date  (as  to  that  principal  amount then being redeemed), on each
Conversion  Date  (as to that principal amount then being converted), and on the
Maturity  Date  (except  that, if any such date is not a Business Day, then such
payment  shall  be  due on the next succeeding Business Day) (each such date, an
"Interest  Payment  Date"),  in  cash  or shares of Common Stock at the Interest
  ----------------------
Conversion Rate, or a combination thereof  (the amount to be paid in shares, the
"Interest  Share  Amount");  provided,  however, (i) payment in shares of Common
 -----------------------     --------   -------
Stock  may  only  occur  if  during the 20 Trading Days immediately prior to the
applicable Interest Payment Date  (the "Interest Notice Period") and through and
including  the  date such shares of Common Stock are issued to the Holder all of
the Equity Conditions, unless waived by the Holder in writing, have been met and
the  Company  shall  have  given the Holder notice in accordance with the notice
requirements set forth below and (ii) as to such Interest Payment Date, prior to
the  such  Interest  Notice  Period  (but  not  more 5 Trading Days prior to the
commencement of the Interest Notice Period), the Company shall have delivered to
the  Holder's  account  with  The Depository Trust Company a number of shares of
Common  Stock  to  be  applied  against  such Interest Share Amount equal to the
quotient  of  (x)  the  applicable Interest Share Amount divided by (y) the then
Conversion  Price  (the  "Interest  Conversion  Shares").
                          ----------------------------

b)     Company's  Election  to  Pay  Interest in Kind.  Subject to the terms and
       ----------------------------------------------
conditions  herein,  the decision whether to pay interest hereunder in shares of
Common  Stock  or  cash shall be at the discretion of the Company.  Prior to the
commencement  of an Interest Notice Period, the Company shall provide the Holder
with  written notice of its election to pay interest hereunder on the applicable
Interest  Payment  Date  either in cash, shares of Common Stock or a combination
thereof  (the Company may indicate in such notice that the election contained in
such  notice  shall  continue  for later periods until revised) and the Interest
Share  Amount  as  to the applicable Interest Payment Date.  During any Interest
Notice  Period,  the Company's election (whether specific to an Interest Payment
Date  or  continuous)  shall  be  irrevocable  as to such Interest Payment Date.
Subject to the aforementioned conditions, failure to timely provide such written
notice  shall  be  deemed  an  election  by  the  Company to pay the interest on
such  Interest  Payment Date in cash.  At any time the Company delivers a notice
to the Holder of its election to pay the interest in shares of Common Stock, the
Company  shall file a prospectus supplement pursuant to Rule 424 disclosing such
election.  The  aggregate number of shares of Common Stock otherwise issuable to
the  Holder  on  an  Interest  Payment  Date  shall  be reduced by the number of
Interest  Conversion  Shares  previously issued to the Holder in connection with
such  Interest  Payment  Date.

c)     Interest  Calculations.  Interest  shall  be calculated on the basis of a
       ----------------------
360-day  year and shall accrue daily commencing on the Original Issue Date until
payment  in  full  of  the  principal  sum, together with all accrued and unpaid
interest  and  other  amounts  which  may  become  due hereunder, has been made.
Payment  of  interest  in  shares  of  Common  Stock  (other  than  the Interest
Conversion  Shares  issued  prior  to an Interest Notice Period) shall otherwise
occur  pursuant  to  Section  4(d)(ii)  and  only for purposes of the payment of
interest  in  shares,  the  Interest Payment Date shall be deemed the Conversion
Date.  Interest  shall  cease  to  accrue  with  respect to any principal amount
converted,  provided  that  the  Company  in fact delivers the Conversion Shares
within the time period required by Section 4(d)(ii).  Interest hereunder will be
paid  to  the  Person  in  whose  name  this  Debenture  is  registered  on  the
records  of  the  Company regarding registration and transfers of this Debenture
(the  "Debenture Register"). Except as otherwise provided herein, if at any time
       ------------------
the  Company  pays  interest partially in cash and partially in shares of Common
Stock  to  the holders of the Debentures, then such payment shall be distributed
ratably  among  the  holders  of  the  Debentures  based  on  their  (or  their
predecessor's  initial  purchases  of  Debentures  pursuant  to  the  Purchase
Agreement.

d)     Late  Fee.  All  overdue accrued and unpaid interest to be paid hereunder
       ---------
shall  entail  a  late  fee  at the rate of 18% per annum (or such lower maximum
amount  of  interest permitted to be charged under applicable law) ("Late Fees")
                                                                     ---------
which  will  accrue  daily, from the date such interest is due hereunder through
and  including  the  date  of  payment. Notwithstanding anything to the contrary
contained herein, if on any Interest Payment Date the Company has elected to pay
interest  in  Common  Stock  and is not able to  pay  accrued  interest  in  the
form of Common Stock because it does not then satisfy the conditions for payment
in  the form of Common Stock set forth above, then, at the option of the Holder,
the  Company,  in  lieu  of delivering either shares of Common Stock pursuant to
this  Section  2  or paying the regularly scheduled cash interest payment, shall
deliver,  within three Trading Days of each applicable Interest Payment Date, an
amount  in  cash  equal  to  the product of the number of shares of Common Stock
otherwise  deliverable  to the Holder in connection with the payment of interest
due  on  such  Interest  Payment  Date  and  the  highest VWAP during the period
commencing  on  the Interest Payment Date and ending on the Trading Day prior to
the  date such payment is made.  If any Interest Conversion Shares are issued to
the  Holder  in  connection  with  an  Interest Payment Date and are not applied
against  an  Interest  Share  Amount, then the Holder shall promptly return such
excess  shares  to  the  Company.

e)     Prepayment.  Except as otherwise set forth in this Debenture, the Company
       ----------
may  not  prepay  any  portion  of  the  principal amount of this Debenture
without  the  prior  written  consent  of  the  Holder.

     Section  3.      Registration  of  Transfers  and  Exchanges.
     -----------      -------------------------------------------

a)     Different  Denominations.  This  Debenture  is  exchangeable for an equal
       ------------------------
aggregate  principal amount of Debentures of different authorized denominations,
as  requested  by  the  Holder surrendering the same.  No service charge will be
made  for  such  registration  of  transfer  or  exchange.

b)     Investment  Representations.  This  Debenture  has been issued subject to
       ---------------------------
certain  investment  representations  of  the  original  Holder set forth in the
Purchase  Agreement  and may be transferred or exchanged only in compliance with
the  Purchase  Agreement  and  applicable  federal and state securities laws and
regulations.

c)     Reliance  on  Debenture Register. Prior to due presentment to the Company
       --------------------------------
for  transfer  of  this  Debenture, the Company and any agent of the Company may
treat  the  Person  in  whose  name  this  Debenture  is  duly registered on the
Debenture  Register  as the owner hereof for the purpose of receiving payment as
herein  provided  and  for  all other purposes, whether or not this Debenture is
overdue,  and neither the Company nor any such agent shall be affected by notice
to  the  contrary.

     Section  4.       Conversion.
     -----------       ----------

a)     Voluntary  Conversion.  At  any  time after the Original Issue Date until
       ---------------------
this  Debenture  is  no  longer outstanding, this Debenture shall be convertible
into  shares of Common Stock at the option of the Holder, in whole or in part at
any  time  and  from  time to time (subject to the limitations on conversion set
forth  in  Section  4(c)  hereof).  The  Holder  shall  effect  conversions  by
delivering  to  the  Company the form of Notice of Conversion attached hereto as
Annex  A  (a "Notice of Conversion"), specifying therein the principal amount of
              --------------------
this  Debenture  to  be converted and the date on which such conversion is to be
effected  (a "Conversion Date").  If no Conversion Date is specified in a Notice
              ---------------
of  Conversion,  the  Conversion  Date  shall  be  the  date that such Notice of
Conversion  is  provided hereunder.  To effect conversions hereunder, the Holder
shall  not  be  required  to  physically surrender this Debenture to the Company
unless the entire principal amount of this Debenture plus all accrued and unpaid
interest  thereon  has  been  so  converted.  Conversions  hereunder  shall have
the  effect of lowering the outstanding principal amount of this Debenture in an
amount  equal  to  the  applicable conversion.  The Holder and the Company shall
maintain  records  showing  the  principal amount converted and the date of such
conversions.  The  Company  shall  deliver  any  objection  to  any  Notice  of
Conversion 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  Debenture,  acknowledge  and  agree that, by reason of the
provisions  of  this  paragraph,  following  conversion  of  a  portion  of this
Debenture,  the unpaid and unconverted principal amount of this Debenture may be
less  than  the  amount  stated  on  the  face  hereof.

b)     Conversion  Price.  The conversion price in effect on any Conversion Date
       -----------------
shall  be equal to $0.25 (subject to adjustment herein)(the "Conversion Price").
                                                             ----------------

c)     Conversion  Limitations.
       -----------------------

i.     Omitted.
       --------

ii.     Holder's  Restriction  on  Conversion.  The Company shall not effect any
        -------------------------------------
conversion of this Debenture, and the Holder shall not have the right to convert
     any  portion  of  this Debenture, pursuant to Section 4(a) or otherwise, to
the  extent  that  after  giving effect to such conversion, the Holder (together
with  the  Holder's  Affiliates),  as  set  forth  on  the  applicable Notice of
Conversion, would beneficially own in excess of 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to such conversion.
For  purposes  of  the  foregoing sentence, the number of shares of Common Stock
beneficially  owned by the Holder and its Affiliates shall include the number of
shares  of  Common Stock issuable upon conversion of this Debenture with respect
to which the determination of such sentence is being made, but shall exclude the
number  of shares of Common Stock which would be issuable upon (A) conversion of
the  remaining, nonconverted portion of this Debenture beneficially owned by the
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 the Warrants) subject to
a  limitation  on  conversion  or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates.  Except as set
forth  in  the  preceding  sentence,  for  purposes  of  this  Section 4(c)(ii),
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange  Act  and  the  rules  and  regulations promulgated thereunder.  To the
extent  that the limitation contained in this section applies, the determination
of  whether this Debenture is convertible (in relation to other securities owned
by  the Holder) and of which a portion of this Debenture is convertible shall be
in  the  sole  discretion  of  such  Holder.  To  ensure  compliance  with  this
restriction,  the Holder will be deemed to represent to the Company each time it
delivers  a Notice of Conversion that such Notice of Conversion has not violated
the  restrictions  set  forth  in  this  paragraph 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 4(c)(ii),
in  determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company's  most  recent  Form  10-Q or Form 10-K, 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 the Holder, the Company
shall  within  two  Trading Days confirm orally and in writing to the 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
Debenture,  by  the  Holder  or  its  Affiliates since the date as of which such
number  of  outstanding  shares of Common Stock was reported.  The provisions of
this  Section  4(c)  may be waived by the Holder, at the election of the Holder,
upon  not  less than 61 days' prior notice to the Company, and the provisions of
this  Section  4(c)  shall  continue to apply until such 61st day (or such later
date,  as  determined  by  the  Holder,  as  may  be specified in such notice of
waiver).  The  provisions  of  this  paragraph  shall be implemented in a manner
otherwise  than  in  strict  conformity  with  the terms of this Section 4(c) to
correct  this  paragraph  (or  any  portion  hereof)  which  may be defective or
inconsistent  with  the  intended  4.99%  beneficial ownership limitation herein
contained  or  to make changes or supplements necessary or desirable to properly
give  effect  to  such  4.99%  limitation.  The  limitations  contained  in this
paragraph  shall  apply  to a successor holder of this Debenture. The holders of
Common  Stock  of the Company shall be third party beneficiaries of this Section
4(c)  and  the  Company  may  not waive this Section 4(c) without the consent of
 holders  of  a  majority  of  its  Common  Stock.

d)     Mechanics  of  Conversion
       -------------------------

i.     Conversion  Shares  Issuable  Upon  Conversion  of Principal Amount.  The
       -------------------------------------------------------------------
number  of  shares of Common Stock issuable upon a conversion hereunder shall be
determined  by  the  quotient obtained by dividing (x) the outstanding principal
amount  of  this  Debenture  to  be  converted  by  (y)  the  Conversion  Price.

ii.     Delivery  of  Certificate  Upon Conversion. Not later than three Trading
        ------------------------------------------
Days  after  any  Conversion  Date,  the  Company  will  deliver  or cause to be
delivered  to  the  Holder  (A)  a  certificate or certificates representing the
Conversion  Shares  which  shall  be  free  of  restrictive  legends and trading
restrictions  (other than those required by the Purchase Agreement) representing
the  number of shares of Common Stock being acquired upon the conversion of this
Debenture  (including,  if  the  Company has given continuous notice pursuant to
Section  2(b)  for  payment  of  interest  in shares of Common Stock at least 20
Trading  Days  prior  to the date on which the Conversion Notice is delivered to
the Company, shares of Common Stock representing the payment of accrued interest
otherwise   determined   pursuant  to  Section  2 (a)  but  assuming  that   the
Interest  Payment  Period is the 20 Trading Days period immediately prior to the
date  on  which  the Conversion Notice is delivered to the Company and excluding
for  such  issuance  the  condition that the Company deliver Interest Conversion
Shares  as  to  such  interest  payment)  and  (B) a bank check in the amount of
accrued  and unpaid interest (if the Company is required to pay accrued interest
in  cash).  The  Company  shall,  if  available  and if allowed under applicable
securities laws, use its best efforts to deliver any certificate or certificates
required  to  be  delivered  by  the  Company  under this Section electronically
through  the  Depository  Trust  Corporation  or  another  established  clearing
corporation  performing  similar  functions.

iii.     Failure  to  Deliver  Certificates.  If  in  the  case of any Notice of
         ----------------------------------
Conversion  such certificate or certificates are not delivered to or as directed
by  the  applicable Holder by the third Trading Day after a Conversion Date, the
Holder  shall  be  entitled  by  written notice to the Company at any time on or
before  its  receipt  of such certificate or certificates thereafter, to rescind
such  conversion,  in  which  event  the  Company  shall  immediately return the
certificates  representing  the  principal amount of this Debenture tendered for
conversion.

iv.     Obligation  Absolute;  Partial Liquidated Damages.  If the Company fails
        -------------------------------------------------
for  any  reason  to  deliver  to  the  Holder  such certificate or certificates
pursuant to Section 4(d)(ii) by the third Trading Day after the Conversion Date,
the  Company  shall  pay to such Holder,  in  cash,  as  liquidated  damages and
not  as  a  penalty, for each $1000 of principal amount being converted, $10 per
Trading  Day  (increasing to $20 per Trading Day after 5 Trading Days after such
damages begin to accrue) for each Trading Day after such third Trading Day until
such certificates are delivered.  The Company's obligations to issue and deliver
the  Conversion  Shares upon conversion of this Debenture in accordance with the
terms  hereof  are  absolute  and  unconditional,  irrespective of any action or
inaction  by  the Holder to enforce the same, any waiver or consent with respect
to  any provision hereof, the recovery of any judgment against any Person or any
action  to enforce the same, or any setoff, counterclaim, recoupment, limitation
or  termination,  or  any  breach  or  alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law  by  the  Holder  or  any  other  person,  and  irrespective  of  any  other
circumstance  which  might otherwise limit such obligation of the Company to the
Holder  in  connection  with  the  issuance of such Conversion Shares; provided,
however,  such delivery shall not operate as a waiver by the Company of any such
action the Company may have against the Holder.  In the event the Holder of this
Debenture  shall elect to convert any or all of the outstanding principal amount
hereof, the Company may not refuse conversion based on any claim that the Holder
or  any  one  associated  or  affiliated with the Holder has been engaged in any
violation  of law, agreement or for any other reason, unless, an injunction from
a  court,  on  notice, restraining and or enjoining conversion of all or part of
this  Debenture  shall  have  been  sought  and obtained and the Company posts a
surety bond for the benefit of the Holder in the amount of 150% of the principal
amount  of this Debenture outstanding, which is subject to the injunction, which
bond  shall  remain  in effect until the completion of arbitration/litigation of
the  dispute  and  the  proceeds of which shall be payable to such Holder to the
extent  it  obtains  judgment.  In  the  absence of an injunction precluding the
same,  the Company shall issue Conversion Shares or, if applicable, cash, upon a
properly  noticed  conversion.  Nothing  herein  shall limit a Holder's right to
pursue  actual  damages  or  declare  an  Event of Default pursuant to Section 8
herein  for the Company's failure to deliver Conversion Shares within the period
specified  herein  and  such  Holder shall have the right to pursue all remedies
available  to  it at law or in equity including, without limitation, a decree of
specific  performance and/or injunctive relief.  The exercise of any such rights
shall  not  prohibit  the Holder from seeking to enforce damages pursuant to any
other  Section  hereof  or  under  applicable  law.

v.     Compensation  for  Buy-In  on Failure to Timely Deliver Certificates Upon
       -------------------------------------------------------------------------
Conversion.
--------

In  addition  to  any  other rights  available  to  the Holder,  if  the Company
fails  for  any  reason  to  deliver  to   the   Holder   such   certificate  or
certificates  pursuant  to  Section  4(d)(ii) by the third Trading Day after the
Conversion  Date,  and if after such third Trading Day the Holder is required by
its  brokerage  firm  to  purchase  (in an open market transaction or otherwise)
Common  Stock  to  deliver  in  satisfaction  of  a  sale  by such Holder of the
Conversion Shares which the Holder anticipated receiving upon such conversion (a
 "Buy-In"),  then  the  Company  shall  (A)  pay  in  cash to the Holder (in
  ------
addition  to  any  remedies available to or elected by the Holder) the amount by
which (x) the Holder's total purchase price (including brokerage commissions, if
any)  for  the  Common  Stock  so  purchased  exceeds (y) the product of (1) the
aggregate  number  of  shares  of  Common  Stock  that  such  Holder anticipated
receiving  from  the conversion at issue multiplied by (2) the actual sale price
of the Common Stock at the time of the sale (including brokerage commissions, if
any)  giving  rise  to  such  purchase  obligation  and (B) at the option of the
Holder,  either  reissue  (if  surrendered) this Debenture in a principal amount
equal  to  the  principal  amount  of the attempted conversion or deliver to the
Holder  the number of shares of Common Stock that would have been issued had the
Company  timely  complied with its delivery requirements under Section 4(d)(ii).
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 conversion of this
Debenture  with  respect to which the actual sale price of the Conversion Shares
at the time of the sale (including brokerage commissions, if any) giving rise to
such  purchase  obligation  was  a  total  of  $10,000  under  clause (A) 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.

vi.     Reservation  of  Shares  Issuable Upon Conversion. The Company covenants
        -------------------------------------------------
that  it  will at all times reserve and keep available out of its authorized and
unissued  shares  of  Common  Stock  solely  for  the  purpose  of issuance upon
conversion  of this Debenture and payment of interest on this Debenture, each as
herein  provided,  free  from  preemptive  rights or any other actual contingent
purchase  rights  of persons other than the Holder (and the other holders of the
Debentures),  not  less  than such number of shares of the Common Stock as shall
(subject  to  the  terms  and conditions set forth in the Purchase Agreement) be
issuable  (taking  into  account  the adjustments and restrictions of Section 5)
upon  the  conversion  of the outstanding principal amount of this Debenture and
payment  of interest hereunder.  The Company covenants that all shares of Common
Stock  that  shall  be  so  issuable  shall,  upon  issue,  be  duly and validly
authorized,  issued  and  fully  paid,  nonassessable  and,  if the Registration
Statement is then effective under the Securities Act, registered for public sale
in  accordance  with  such  Registration  Statement.

vii.     Fractional Shares. Upon a conversion hereunder the Company shall not be
         -----------------
required  to  issue  stock  certificates  representing  fractions  of  shares of
the Common Stock, but may if otherwise permitted, make a cash payment in respect
of any final fraction of a share based on the VWAP at such time.  If the Company
elects  not,  or  is  unable,  to  make such a cash payment, the Holder shall be
entitled  to  receive, in lieu of the final fraction of a share, one whole share
of  Common  Stock.

viii.     Transfer Taxes.  The issuance of certificates for shares of the Common
          --------------
Stock  on  conversion  of  this  Debenture  shall be  made without charge to the
Holder  hereof for any documentary stamp or similar taxes that may be payable in
respect  of the issue or delivery of such certificate, provided that the Company
shall  not  be  required  to  pay  any tax that may be payable in respect of any
transfer  involved  in  the  issuance  and delivery of any such certificate upon
conversion  in  a  name  other  than  that  of  the  Holder of this Debenture so
converted  and  the  Company  shall  not  be  required  to issue or deliver such
certificates  unless  or  until  the  person  or persons requesting the issuance
thereof  shall  have  paid  to  the Company the amount of such tax or shall have
established  to  the  satisfaction  of  the Company that such tax has been paid.

Section  5.     Certain  Adjustments.
----------      --------------------

a)     Stock Dividends and Stock Splits.  If the Company, at any time while this
       --------------------------------
Debenture  is  outstanding:  (A) pays a stock  dividend  or  otherwise  makes  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  pursuant  to  this  Debenture,  including  as  interest  thereon),  (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
the  Conversion  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.  Any  adjustment  made  pursuant  to  this Section 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 Debenture is outstanding, shall offer, sell,
grant  any  option  to purchase or offer, 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 Conversion Price (such lower price,
the  "Base  Conversion  Price"  and  such  issuances  collectively,  a "Dilutive
      -----------------------                                           --------
Issuance"),  as  adjusted hereunder (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 is
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 Conversion Price,
such  issuance  shall  be  deemed  to have occurred for less than the Conversion
Price on such date of the Dilutive Issuance), then the Conversion Price shall be
reduced  to  equal  the  Base  Conversion  Price.  Such adjustment shall be made
whenever  such  Common  Stock  or  Common  Stock  Equivalents  are  issued.
Notwithstanding  the  foregoing,  no  adjustment will be made under this Section
5(b)  in  respect of an Exempt Issuance.  The Company shall notify the Holder in
writing,  no  later  than  the Business Day following the issuance of any Common
Stock  or  Common  Stock Equivalents subject to this section, indicating therein
the  applicable  issuance  price,  or of 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 5(b), upon the occurrence of
any  Dilutive  Issuance,  after the date of such Dilutive Issuance the Holder is
entitled to receive a number of Conversion Shares based upon the Base Conversion
Price  regardless of whether the Holder accurately refers to the Base Conversion
Price  in  the  Notice  of  Conversion.

c)     Pro  Rata Distributions. If the Company, at any time while this Debenture
       -----------------------
is  outstanding, shall distribute to all holders of Common Stock (and not to the
holders  of  the  Debenture)  evidences of its indebtedness or assets (including
cash  and cash dividends) or rights or warrants to subscribe for or purchase any
security,  then  in  each  such  case  the Conversion Price shall be adjusted by
multiplying such Conversion 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 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.

d)     Fundamental  Transaction.  If,  at  any  time  while  this  Debenture  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  conversion  of  this
 ------------------------
Debenture, the Holder shall have the right to receive, for each Conversion Share
that  would  have  been  issuable  upon such conversion immediately prior to the
occurrence  of  such  Fundamental  Transaction,  the  same  kind  and  amount of
securities,  cash or property as it would have been entitled to receive upon the
occurrence  of such Fundamental Transaction if it had been, immediately prior to
such  Fundamental  Transaction,  the  holder  of  one share of Common Stock (the
"Alternate  Consideration").  For  purposes  of  any  such  conversion,  the
 ------------------------
determination  of  the Conversion 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 Conversion 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 conversion of this Debenture
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  debenture
consistent  with  the  foregoing provisions and evidencing the Holder's right to
convert  such debenture 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 paragraph (d) and insuring that this Debenture (or any such replacement
security)  will  be similarly adjusted upon any subsequent transaction analogous
to  a  Fundamental  Transaction.

e)     Calculations.  All calculations under this Section 5 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 5, 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.

f)     Notice  to  the  Holder.
       -----------------------

i.     Adjustment  to  Conversion  Price.  Whenever  the  Conversion  Price  is
       ---------------------------------
adjusted  pursuant  to any of this Section 5, the Company shall promptly mail to
each  Holder  a  notice setting forth the Conversion 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 Conversion by Holder.  If (A) the Company shall declare
        -------------------------------------
a  dividend  (or  any  other  distribution) 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
filed  at each office or agency maintained for the purpose of conversion of this
Debenture,  and  shall cause to be mailed to the Holder at its last addresses as
it  shall appear upon the  stock books 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 convert this Debenture during the
20-day  period  commencing  the date of such notice to the effective date of the
event  triggering  such  notice.

Section  6.     Redemption.
----------      ----------

a)     Monthly  Redemption.  On  each Monthly Redemption Date, the Company shall
       -------------------
redeem  the  Monthly Redemption Amount plus accrued but unpaid interest, the sum
of  all  liquidated  damages  and any other amounts then owing to such Holder in
respect  of  this  Debenture  (the "Monthly Redemption"). The Monthly Redemption
                                    ------------------
Amount  due  on  each  Monthly  Redemption Date shall be paid in cash; provided,
however,  as  to  any Monthly Redemption and upon 20 Trading Days' prior written
irrevocable  notice  (the  "Monthly  Redemption  Notice"  and the 20 Trading Day
                            ---------------------------
period  immediately  following  the  Monthly  Redemption  Notice,  the  "Monthly
                                                                         -------
Redemption  Period"), in lieu of a cash redemption payment the Company may elect
------------------
to  pay  all  or  part of a Monthly Redemption Amount in Conversion Shares (such
dollar  amount to be paid on a Monthly Redemption Date in Conversion Shares, the
"Monthly  Redemption  Share  Amount")  based  on a conversion price equal to the
 ----------------------------------
lesser  of  (i)  the then Conversion Price and (ii) 80% of the average of the 20
VWAPs  immediately  prior  to the applicable Monthly Redemption Date (subject to
adjustment  for  any  stock  dividend,  stock  split, stock combination or other
similar event affecting the Common Stock during such 20 Trading Day period) (the
 ice  calculated during the 20 Trading Day period immediately prior to the

Monthly  Redemption  Date,  the  "Monthly Conversion Price" and such period, the
                                  ------------------------
"Monthly  Conversion  Period");  provided, further, that the Company may not pay
 ---------------------------     --------  -------
the Monthly Redemption Amount in Conversion Shares unless, (y) from the date the
Holder  receives  the duly delivered Monthly Redemption Notice through and until
the  date such Monthly Redemption is paid in full, the Equity Conditions, unless
waived  in writing by the Holder, have been satisfied and (z) as to such Monthly
Redemption, prior to such Monthly Redemption Period (but not more than 5 Trading
Days  prior  to  the commencement of the Monthly Redemption Period), the Company
shall have delivered to the Holder's account with The Depository Trust Company a
number  of  shares of Common Stock to be applied against such Monthly Redemption
Share  Amount  equal  to  the  quotient of (x) the applicable Monthly Redemption
Share  Amount  divided  by  (y)  the  then Conversion Price (the "Pre-Redemption
                                                                  --------------
Conversion  Shares").  The  Holder  may  convert,  pursuant to Section 4(a), any
------------------
principal  amount  of this Debenture subject to a Monthly Redemption at any time
prior  to  the  date  that  the  Monthly Redemption Amount and all amounts owing
thereon  are  due and paid in full.  Unless otherwise indicated by the Holder in
the  applicable  Notice  of  Conversion,  any principal amount of this Debenture
converted  during  the  applicable  Monthly Redemption Period until the date the
Monthly  Redemption  Amount  is  paid  in  full  shall  be  first applied to the
principal  amount  subject  to the Monthly Redemption Amount payable in cash and
then  to  the  Monthly  Redemption  Share  Amount.  Any principal amount of this
Debenture converted during the applicable Monthly Redemption Period in excess of
the Monthly Redemption Amount shall be applied against the last principal amount
of this Debenture scheduled to be redeemed hereunder, in reverse time order from
the  Maturity Date; provided, however, if any such conversion is applied to such
Monthly  Redemption  Amount,  the  Pre-Redemption Conversion Shares, if any were
issued in connection with such Monthly Redemption or were not already applied to
such  conversions,  shall be first applied against such conversion.  The Company
covenants  and  agrees  that it will honor all Notice of Conversions tendered up
until  such  amounts  are  paid  in  full.  The Company's determination to pay a
Monthly  Redemption  in  cash,  shares  of Common Stock or a combination thereof
shall  be applied ratably to all of the holders of the Debentures based on their
(or  their  predecessor's)  initial  purchases  of  Debentures  pursuant  to the
Purchase  Agreement.  At any time the Company delivers a notice to the Holder of
its election to pay the Monthly Redemption Amount in shares of Common Stock, the
Company  shall file a prospectus supplement pursuant to Rule 424 disclosing such
election.

b)     Redemption  Procedure.  The  payment  of  cash  pursuant  to  an Optional
       ---------------------
Redemption shall be made on the Optional Redemption Date.  If any portion of the
cash  payment  for  an  Optional  Redemption shall not be paid by the Company by
the  respective  due  date, interest shall accrue thereon at the rate of 18% per
annum (or the maximum rate permitted by applicable law, whichever is less) until
the payment of the Optional Redemption Amount, plus all amounts owing thereon is
paid  in  full.  Alternatively, if any portion of the Optional Redemption Amount
remains  unpaid  after  such  date,  the  Holders subject to such redemption may
elect,  by  written  notice  to  the  Company  given  at any time thereafter, to
invalidate  ab initio such redemption, notwithstanding anything herein contained
            -- ------
to  the contrary, and, with respect the failure to honor the Optional Redemption
as applicable, the Company shall have no further right to exercise such Optional
Redemption.  Notwithstanding  anything  to  the  contrary in this Section 6, the
Company's  determination  to  redeem in cash or its elections under Section 6(b)
shall  be  applied among the Holders of Debentures ratably. The Holder may elect
to convert the outstanding principal amount of the Debenture pursuant to Section
4 prior to actual payment in cash for any redemption under this Section 6 by fax
delivery  of  a  Notice  of  Conversion  to  the  Company.

     Section 7.     Negative Covenants. So long as any portion of this Debenture
     ---------      ------------------
is outstanding, the Company will not and will not permit any of its Subsidiaries
to  directly  or  indirectly:

a)     other  than Permitted Indebtedness, except with the prior written consent
of  the Agent (as defined in the Security Agreement), enter into, create, incur,
assume,  guarantee or suffer to exist any indebtedness for borrowed money of any
kind,  including  but  not limited to, a guarantee, on or with respect to any of
its  property  or assets now owned or hereafter acquired or any interest therein
or  any  income  or  profits  therefrom;

b)     other  than  Permitted Liens, enter into, create, incur, assume or suffer
to  exist  any  liens  of any kind, on or with respect to any of its property or
assets  now owned or hereafter acquired or any interest therein or any income or
profits  therefrom;

c)     amend its certificate of incorporation, bylaws or other charter documents
so  as  to  materially  and  adversely  affect  any  rights  of the Holder;

d)     repay, repurchase or offer to repay, repurchase or otherwise acquire more
     than  a  de  minimis  number  of shares of its Common Stock or Common Stock
              -----------
Equivalents  other  than  as to the Conversion Shares to the extent permitted or
required  under  the  Transaction  Documents  or  as  otherwise permitted by the
Transaction  Documents;

e)     enter  into  any  agreement  with  respect  to  any  of the foregoing; or

f)     pay  cash  dividends  or  distributions  on  any equity securities of the
Company.

          Section  8.     Events  of  Default.
          ----------      -------------------

a)     "Event  of Default", wherever used herein, means any one of the following
        -----------------
events  (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court,   or   any   order,   rule   or   regulation  of  any  administrative  or
governmental  body):

i.     any  default in the payment of (A) the principal amount of any Debenture,
or  (B)  interest (including Late Fees) on, or liquidated damages in respect of,
any  Debenture,  as and when the same shall become due and payable (whether on a
Conversion  Date  or  the  Maturity  Date or by acceleration or otherwise) which
default, solely in the case of an interest payment or other default under clause
(B)  above,  is  not  cured,  within  3  Trading  Days;

ii.     the  Company  shall  fail  to  observe  or perform any other covenant or
agreement  contained  in  this  Debenture  or  any other Debenture (other than a
breach  by  the  Company of its obligations to deliver shares of Common Stock to
the Holder upon conversion which breach is addressed in clause (xi) below) which
failure  is  not cured, if possible to cure,  within  the  earlier  to  occur of
(A)  5  Trading  Days  after notice of such default sent by the Holder or by any
other  Holder  and  (B)10  Trading Days after the Company shall become or should
have  become  aware  of  such  failure;

iii.     a  default  or  event  of  default (subject to any grace or cure period
provided  for  in  the applicable agreement, document or instrument) shall occur
under (A) any of the Transaction Documents, or (B) any other material agreement,
lease,  document  or  instrument  to which the Company or any Subsidiary is
bound;

iv.     any  representation  or  warranty  made herein, in any other Transaction
Documents,  in any written statement pursuant hereto or thereto, or in any other
report,  financial  statement  or certificate made or delivered to the Holder or
any  other  holder  of  Debentures  shall be untrue or incorrect in any material
respect  as  of  the  date  when  made  or  deemed  made;

v.     (i)  the  Company  or  any  of its Subsidiaries shall commence a case, as
debtor,  a  case  under  any  applicable bankruptcy or insolvency laws as now or
hereafter  in  effect or any successor thereto, or the Company or any Subsidiary
commences any other proceeding under any reorganization, arrangement, adjustment
of  debt,  relief  of  debtors,  dissolution,  insolvency  or   liquidation   or
similar  law  of any jurisdiction whether now or hereafter in effect relating to
the  Company or any Subsidiary thereof or (ii) there is commenced a case against
the  Company  or  any  Subsidiary  thereof,  under  any applicable bankruptcy or
insolvency  laws,  as  now or hereafter in effect or any successor thereto which
remains  undismissed  for  a  period  of  60  days;  or (iii) the Company or any
Subsidiary thereof is adjudicated by a court of competent jurisdiction insolvent
or  bankrupt;  or  any order of relief or other order approving any such case or
proceeding is entered; or (iv) the Company or any Subsidiary thereof suffers any
appointment  of  any custodian or the like for it or any substantial part of its
property  which  continues  undischarged or unstayed for a period of 60 days; or
(v)  the  Company  or  any Subsidiary thereof makes a general assignment for the
benefit of creditors; or (vi) the Company shall fail to pay, or shall state that
it  is  unable  to  pay,  or shall be unable to pay, its debts generally as they
become  due; or (vii) the Company or any Subsidiary thereof shall call a meeting
of  its  creditors  with  a  view  to  arranging  a  composition,  adjustment or
restructuring  of  its  debts;  or  (viii) the Company or any Subsidiary thereof
shall  by  any act or failure to act expressly indicate its consent to, approval
of  or  acquiescence  in  any  of  the foregoing; or (ix) any corporate or other
action  is  taken  by  the  Company or any Subsidiary thereof for the purpose of
effecting  any  of  the  foregoing;

vi.     the  Company  or  any Subsidiary shall default in any of its obligations
under  any  mortgage,  credit  agreement or other facility, indenture agreement,
factoring  agreement  or other instrument under which there may be issued, or by
which  there  may be secured or evidenced any indebtedness for borrowed money or
money due under any long term leasing or factoring arrangement of the Company in
an  amount  exceeding  $1,000,000,  whether  such  indebtedness  now  exists  or
shall  hereafter  be  created and such default shall result in such indebtedness
becoming  or  being declared due and payable prior to the date on which it would
otherwise  become  due  and  payable;

vii.     the  Common  Stock shall not be eligible for quotation on or quoted for
trading  on  a  Trading Market and shall not again be eligible for and quoted or
listed  for  trading  thereon  within  five  Trading  Days;

viii.     the  Company  shall be a party to any Change of Control Transaction or
Fundamental  Transaction,  shall agree to sell or dispose of all or in excess of
33%  of  its  assets in one or more transactions (whether or not such sale would
constitute  a  Change of Control Transaction) or shall redeem or repurchase more
than  a  de  minimis  number  of its outstanding shares of Common Stock or other
equity  securities  of  the Company (other than redemptions of Conversion Shares
and  repurchases  of  shares  of  Common  Stock  or  other  equity securities of
departing officers and directors of the Company; provided such repurchases shall
not  exceed  $2,500,000,  in  the aggregate,  for  all  officers  and  directors
during  the  term  of  this  Debenture);

ix.     a  Registration  Statement shall not have been declared effective by the
Commission  on  or  prior  to  the  145th  calendar  day after the Closing Date;

x.     if,  during  the  Effectiveness  Period  (as  defined in the Registration
Rights  Agreement),  the  effectiveness of the Registration Statement lapses for
any reason or the Holder shall not be permitted to resell Registrable Securities
(as  defined  in  the  Registration  Rights  Agreement)  under  the Registration
Statement,  in  either  case,  for  more  than 20 consecutive Trading Days or 30
non-consecutive Trading Days during any 12 month period; provided, however, that
                                                         --------  -------
in  the  event  that  the  Company  is  negotiating  a  merger,  consolidation,
acquisition  or  sale  of  all  or  substantially all of its assets or a similar
transaction  and  in  the  written  opinion  of  counsel  to  the  Company,  the
Registration  Statement,  would be required to be amended to include information
concerning such transactions or the parties thereto that is not available or may
not  be  publicly  disclosed  at  the  time,  the  Company shall be permitted an
additional  10  consecutive  Trading Days during any 12 month period relating to
such  an  event;

xi.     the  Company  shall  fail  for  any  reason to deliver certificates to a
Holder prior to the third Trading Day after a Conversion Date pursuant to and in
accordance  with  Section  4(d)  or  the  Company  shall  provide  notice to the
Holder,  including  by way of public announcement, at any time, of its intention
not to comply with requests for conversions of any Debentures in accordance with
the  terms  hereof;

xii.     any Person shall breach the agreements delivered to the initial Holders
pursuant  to  Section  2.2(a)(iv) of the  Purchase  Agreement  and  the  Company
does  not  obtain  Shareholder  Approval  as required in the Purchase Agreement.

<PAGE>

b)     Remedies  Upon Event of Default. If any Event of Default occurs, the full
       -------------------------------
principal  amount  of  this  Debenture, together with interest and other amounts
owing  in  respect  thereof,  to  the  date of acceleration shall become, at the
Holder's  election,  immediately due and payable in cash.   The aggregate amount
payable upon an Event of Default shall be equal to the Mandatory Default Amount.
Commencing 5 days after the occurrence of any  Event  of  Default  that  results
in  the  eventual  acceleration  of  this  Debenture,  the interest rate on this
Debenture  shall  accrue  at  the  rate  of 18% per annum, or such lower maximum
amount  of  interest  permitted  to  be  charged under applicable law.  Upon the
payment  in  full  of  the Mandatory Default Amount on this entire Debenture the
Holder shall promptly surrender this Debenture to or as directed by the Company.
The  Holder  need  not  provide  and  the Company hereby waives any presentment,
demand,  protest or other notice of any kind, and the Holder may immediately and
without  expiration  of  any  grace period enforce any and all of its rights and
remedies  hereunder and all other remedies available to it under applicable law.
Such  declaration  may  be rescinded and annulled by Holder at any time prior to
payment  hereunder  and  the  Holder shall have all rights as a Debenture holder
until  such time, if any, as the full payment under this Section shall have been
received  by  it.  No  such  rescission or annulment shall affect any subsequent
Event  of  Default  or  impair  any  right  consequent  thereon.

          Section  9.     Miscellaneous.
          ----------      -------------
(a)    Notices.  Any and all notices or other communications or deliveries to be
       -------
     provided by the Holder hereunder, including, without limitation, any Notice
of  Conversion, shall be in writing and delivered personally, by facsimile, sent
by  a nationally recognized overnight courier service, addressed to the Company,
at  the  address  set  forth  above,  facsimile   number  (972) 309-5105,  ATTN:
Richard Marino,Chief Executive Officer or such other address or facsimile number
as  the  Company may specify for such purposes by notice to the Holder delivered
in accordance with this Section.  Any and all notices or other communications or
deliveries  to  be  provided  by  the  Company hereunder shall be in writing and
delivered  personally,  by  facsimile, sent by a nationally recognized overnight
courier  service  addressed  to each Holder at the facsimile telephone number or
address  of  such  Holder  appearing  on the books of the Company, or if no such
facsimile  telephone  number  or  address  appears,  at  the  principal place of
business  of  the  Holder.  Any  notice  or  other  communication  or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  in this Section prior to 5:30 p.m. (New
York City time), (ii) the date after the date of transmission, if such notice or
communication  is  delivered  via  facsimile  at  the facsimile telephone number
specified  in this Section later than 5:30 p.m. (New York City time) on any date
and  earlier than 11:59 p.m. (New York City time) on such date, (iii) the second
Business  Day  following  the  date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice  is  required  to  be  given.

b)     Absolute Obligation. Except as expressly provided herein, no provision of
       -------------------
     this  Debenture  shall alter or impair the obligation of the Company, which
is  absolute and unconditional, to pay the principal of, interest and liquidated
damages  (if  any)  on,  this Debenture at the time, place, and rate, and in the
coin or currency, herein prescribed.  This Debenture is a direct debt obligation
of  the  Company.  This Debenture ranks pari passu with all other Debentures now
                                        ---- -----
or  hereafter  issued  under  the  terms  set  forth  herein.

c)     Lost or Mutilated Debenture.  If this Debenture shall be mutilated, lost,
       ---------------------------
     stolen or destroyed, the Company shall execute and deliver, in exchange and
substitution  for  and upon cancellation of a mutilated Debenture, or in lieu of
or  in  substitution  for a lost, stolen or destroyed Debenture, a new Debenture
for  the  principal  amount  of  this  Debenture  so  mutilated, lost, stolen or
destroyed  but  only upon receipt of evidence of such loss, theft or destruction
of such Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably  satisfactory  to  the  Company.

d)     Governing  Law.  All  questions  concerning  the  construction, validity,
       --------------
enforcement  and  interpretation  of  this  Debenture  shall  be governed by and
construed  and enforced in accordance with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees  that  all  legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by any of the Transaction Documents
     (whether  brought  against  a  party  hereto  or its respective affiliates,
directors,  officers,  shareholders,  employees or agents) shall be commenced in
the  state  and  federal  courts  sitting  in  the  City of New York, Borough of
Manhattan (the "New York Courts").  Each party hereto hereby irrevocably submits
                ---------------
to the exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby  or discussed herein (including with respect to the enforcement of any of
the  Transaction  Documents),  and  hereby irrevocably waives, and agrees not to
assert  in  any  suit, action or proceeding, any claim that it is not personally
subject  to  the  jurisdiction  of  any  such court, or such New York Courts are
improper  or  inconvenient  venue  for  such  proceeding.  Each  party  hereby
irrevocably  waives  personal  service  of process and consents to process being
served  in  any  such  suit,  action or proceeding by mailing a copy thereof via
registered  or  certified mail or overnight delivery (with evidence of delivery)
to  such  party  at the address in effect for notices to it under this Debenture
and  agrees  that  such  service shall constitute good and sufficient service of
process  and  notice thereof.  Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. Each party
hereto  hereby irrevocably waives, to the fullest extent permitted by applicable
law,  any  and all right to trial by jury in any legal proceeding arising out of
or relating to this Debenture or the transactions contemplated hereby. If either
party  shall  commence an action or proceeding to enforce any provisions of this
Debenture,  then  the  prevailing  party  in  such action or proceeding shall be
reimbursed  by  the  other  party  for  its  attorneys  fees and other costs and
expenses  incurred  with  the investigation, preparation and prosecution of such
action  or  proceeding.

e)     Waiver.  Any  waiver  by  the  Company  or  the Holder of a breach of any
       ------
provision  of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this  Debenture.  The  failure  of the Company or  the  Holder  to  insist  upon
strict  adherence  to  any term of this Debenture on one or more occasions shall
not  be  considered  a  waiver  or deprive that party of the right thereafter to
insist  upon  strict adherence to that term or any other term of this Debenture.
Any  waiver  must  be  in  writing.

f)     Severability.  If  any provision of this Debenture is invalid, illegal or
       ------------
unenforceable,  the balance of this Debenture shall remain in effect, and if any
provision  is  inapplicable to any person or circumstance, it shall nevertheless
remain  applicable to all other persons and circumstances.  If it shall be found
that  any  interest  or  other  amount  deemed  interest  due hereunder violates
applicable  laws  governing usury, the applicable rate of interest due hereunder
shall  automatically be lowered to equal the maximum permitted rate of interest.
The  Company  covenants (to the extent that it may lawfully do so) that it shall
not  at  any  time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all  or  any  portion  of  the
principal  of  or  interest  on  this Debenture as contemplated herein, wherever
enacted,  now  or  at  any  time  hereafter  in  force,  or which may affect the
covenants  or  the performance of this indenture, and the Company (to the extent
it  may lawfully do so) hereby expressly waives all benefits or advantage of any
such  law,  and  covenants  that it will not, by resort to any such law, hinder,
delay  or  impeded  the execution of any power herein granted to the Holder, but
will  suffer  and  permit  the execution of every such as though no such law has
been  enacted.

g)     Next  Business  Day.  Whenever  any payment or other obligation hereunder
       -------------------
shall  be  due on a day other than a Business Day, such payment shall be made on
the  next  succeeding  Business  Day.

h)     Headings.  The headings contained herein are for convenience only, do not
       --------
constitute  a  part  of  this Debenture and shall not  be  deemed  to  limit  or
affect  any  of  the  provisions  hereof.

i)     Assumption.  Any  successor  to  the  Company  or  surviving  entity in a
       ----------
Fundamental  Transaction  shall  (i) assume in writing all of the obligations of
the Company under this Debenture and the other Transaction Documents pursuant to
written  agreements  in form and substance  satisfactory  to  the  Holder  (such
approval  not  to be unreasonably withheld or delayed) prior to such Fundamental
Transaction  and  (ii)  to issue to the Holder a new debenture of such successor
entity  evidenced  by  a  written  instrument  substantially similar in form and
substance  to  this Debenture, including, without limitation, having a principal
amount  and  interest rate equal to the principal amounts and the interest rates
of  the  Debentures  held  by  the  Holder  and  having  similar ranking to this
Debenture,  and  satisfactory  to  the  Holder  (any  such  approval  not  to be
unreasonably  withheld  or  delayed).  The provisions of this Section 9(i) shall
apply  similarly and equally to successive Fundamental Transactions and shall be
applied  without  regard  to  any  limitations  of  this  Debenture.

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

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this Debenture to be duly
executed  by  a  duly  authorized  officer as of the date first above indicated.


TRINITY  LEARNING  CORPORATION


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

<PAGE>
     ANNEX  A

     NOTICE  OF  CONVERSION


     The  undersigned  hereby  elects  to convert principal under the 15% Senior
Secured  Convertible  Debenture  of  Trinity  Learning  Corporation,  a  Utah
corporation (the "Company"), due on March 31, 2010, into shares of common stock,
                  -------
no  par  value  per  share (the "Common Stock"), of the Company according to the
                                 ------------
conditions  hereof, as of the date written below.  If shares are to be issued in
the  name  of  a person other than the undersigned, the undersigned will pay all
transfer  taxes  payable  with  respect  thereto and is delivering herewith such
certificates  and  opinions as reasonably requested by the Company in accordance
therewith.  No  fee will be charged to the holder for any conversion, except for
such  transfer  taxes,  if  any.

     By the delivery of this Notice of Conversion the undersigned represents and
warrants  to  the Company that its ownership of the Common Stock does not exceed
the  amounts  determined  in  accordance with Section 13(d) of the Exchange Act,
specified  under  Section  4  of  this  Debenture.

     The  undersigned agrees to comply with the prospectus delivery requirements
under  the  applicable  securities  laws  in connection with any transfer of the
aforesaid  shares  of  Common  Stock.

Conversion  calculations:
     Date  to  Effect  Conversion:

Principal  Amount  of  Debenture  to  be  Converted:

Payment  of  Interest  in  Common  Stock  __  yes  __  no
If  yes,  $_____  of  Interest  Accrued  on  Account  of  Conversion  at  Issue.

Number  of  shares  of  Common  Stock  to  be  issued:


     Signature:

     Name:

     Address:


<PAGE>

     SCHEDULE  1

     CONVERSION  SCHEDULE

The  15%  Senior  Secured  Convertible  Debentures due on March 31, 2010, in the
aggregate  principal  amount  of  $____________  issued  by  Trinity  Learning
Corporation.  This Conversion Schedule reflects conversions made under Section 4
of  the  above  referenced  Debenture.

     Dated:

<TABLE>
<CAPTION>
<S>                                          <C>                     <C>                                          <C>
                                                                           Aggregate Principal Amount
         Date of Conversion                  Amount of Conversion            Remaining Subsequent to              Company Attest
(or for first entry, Original Issue Date)                            Conversion (or original Principal Amount)
|----------------------------------------    --------------------    -----------------------------------------    ---------------|
|                                         |                       |                                            |                 |
|________________________________________ |  ____________________ |  _________________________________________ |  _______________|
</TABLE>