Exhibit 10.6

                              SUBSIDIARY GUARANTEE

     SUBSIDIARY  GUARANTEE,  dated as of March 31, 2006 (this "Guarantee"), made
                                                               ---------
by  each  of  the  signatories  hereto  (together with any other entity that may
become  a  party  hereto as provided herein, (the "Guarantors"), in favor of the
                                                   ----------
purchasers  signatory  (the  "Purchasers")  to  that certain Securities Purchase
                              ----------
Agreement,  dated as of the date hereof, between Trinity Learning Corporation, a
Utah  corporation  (the  "Company")  and  the  Purchasers.
                          -------

                              W I T N E S S E T H:

     WHEREAS,  pursuant  to that certain Securities Purchase Agreement, dated as
of the date hereof, by and between the Company and the Purchasers (the "Purchase
                                                                        --------
Agreement"), the Company has agreed to sell and issue to the Purchasers, and the
---------
Purchasers  have  agreed  to  purchase  from  the  Company the Company's Secured
Convertible  Debentures,  due  March 31, 2006 (the "Debentures"), subject to the
                                                    ----------
terms  and  conditions  set  forth  therein;  and

     WHEREAS,  each Guarantor will directly benefit from the extension of credit
to  the  Company  represented  by  the  issuance  of  the  Debentures;  and

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  to  induce the
Purchasers  to  enter  into  the  Purchase  Agreement  and  to  carry  out  the
transactions  contemplated  thereby,  each  Guarantor  hereby  agrees  with  the
Purchasers  as  follows:

1.     Definitions.  Unless  otherwise  defined  herein,  terms  defined  in the
       -----------
Purchase  Agreement and used herein shall have the meanings given to them in the
Purchase  Agreement.  The words "hereof," "herein," "hereto" and "hereunder" and
words  of  similar  import  when  used  in  this  Guarantee  shall refer to this
Guarantee  as a whole and not to any particular provision of this Guarantee, and
Section  and  Schedule  references  are  to  this  Guarantee  unless  otherwise
specified.  The  meanings  given  to  terms  defined  herein  shall  be  equally
applicable  to  both the singular and plural forms of such terms.  The following
terms  shall  have  the  following  meanings:

     "Guarantee"  means  this  Subsidiary Guarantee, as the same may be amended,
      ---------
supplemented  or  otherwise  modified  from  time  to  time.

     "Obligations" means  the  collective  reference  to  all  obligations  and
      -----------
undertakings of the Company of whatever nature, monetary or otherwise, under the
Debentures,  the  Purchase  Agreement, the Security Agreement, the Warrants, the
Registration  Rights  Agreement  or  any  other  future agreement or obligations
undertaken  by  the  Company  to  the  Purchasers,  together with all reasonable
attorneys'  fees,  disbursements  and all other costs and expenses of collection
incurred  by  Purchasers  in  enforcing  any  of  such  Obligations  and/or this
Guarantee.

2.     Guarantee.
       ---------

(a)     Guarantee.
        ---------

(i)     The  Guarantors  hereby,  jointly  and  severally,  unconditionally  and
irrevocably,  guarantee  to  the  Purchasers  and  their  respective successors,
indorsees,  transferees  and  assigns,  the  prompt  and  complete  payment  and
performance  by  the  Company  when  due  (whether  at  the  stated maturity, by
acceleration  or  otherwise)  of  the  Obligations.

(ii)     Anything  herein  or  in any other Transaction Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other  Transaction  Documents  shall  in no event exceed the amount which can be
guaranteed  by such Guarantor under applicable federal and state laws, including
laws relating to the insolvency of debtors, fraudulent conveyance or transfer or
laws  affecting  the  rights  of creditors generally (after giving effect to the
right  of  contribution  established  in  Section  2(b)).

(iii)     Each  Guarantor  agrees  that the Obligations may at any time and from
time  to  time  exceed  the  amount of the liability of such Guarantor hereunder
without  impairing  the  guarantee  contained in this Section 2 or affecting the
rights  and  remedies  of  the  Purchasers  hereunder.

(iv)     The  guarantee  contained  in this Section 2 shall remain in full force
and effect until all the Obligations and the obligations of each Guarantor under
the  guarantee  contained in this Section 2 shall have been satisfied by payment
in  full.

(v)     No  payment  made  by  the  Company,  any  of  the Guarantors, any other
guarantor  or  any  other Person or received or collected by the Purchasers from
the  Company,  any of the Guarantors, any other guarantor or any other Person by
virtue  of  any  action  or  proceeding  or  any  set-off  or  appropriation  or
application  at  any  time or from time to time in reduction of or in payment of
the  Obligations  shall be deemed to modify, reduce, release or otherwise affect
the  liability  of any Guarantor hereunder which shall, notwithstanding any such
payment  (other  than  any  payment  made  by  such  Guarantor in respect of the
Obligations  or any payment received or collected from such Guarantor in respect
of  the  Obligations),  remain  liable  for  the  Obligations  up to the maximum
liability  of  such  Guarantor hereunder until the Obligations are paid in full.

(vi)     Notwithstanding  anything  to  the  contrary  in  this  Agreement, with
respect  to  any  defaulted non-monetary Obligations the specific performance of
which  by  the  Guarantors  is not reasonably possible (e.g. the issuance of the
Company's  Common  Stock),  the  Guarantors  shall only be liable for making the
Purchasers  whole  on a monetary basis for the Company's failure to perform such
Obligations  in  accordance  with  the  Transaction  Documents.

(b)     Right  of  Contribution. Each Guarantor hereby agrees that to the extent
        -----------------------
that  a  Guarantor  shall  have  paid  more  than its proportionate share of any
payment  made  hereunder,  such  Guarantor shall be entitled to seek and receive
contribution  from  and against any other Guarantor hereunder which has not paid
its  proportionate share of such payment. Each Guarantor's right of contribution
shall  be subject to the terms and conditions of Section 2(c). The provisions of
this  Section  2(b) shall in no respect limit the obligations and liabilities of
any  Guarantor  to the Purchasers, and each Guarantor shall remain liable to the
Purchasers  for  the  full  amount  guaranteed  by  such  Guarantor  hereunder.

(c)     No  Subrogation.  Notwithstanding  any  payment  made  by  any Guarantor
        ---------------
hereunder  or  any  set-off  or  application  of  funds  of any Guarantor by the
Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights
of  the  Purchasers  against  the  Company   or  any   other  Guarantor  or  any
collateral  security  or guarantee or right of offset held by the Purchasers for
the  payment  of the Obligations, nor shall any Guarantor seek or be entitled to
seek  any  contribution or reimbursement from the Company or any other Guarantor
in respect of payments made by such Guarantor hereunder, until all amounts owing
to the Purchasers by the Company on account of the Obligations are paid in full.
If  any  amount  shall  be  paid to any Guarantor on account of such subrogation
rights at any time when all of the Obligations shall not have been paid in full,
such  amount  shall  be  held  by  such  Guarantor  in trust for the Purchasers,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by  such  Guarantor, be turned over to the Purchasers in the exact form received
by  such  Guarantor  (duly  indorsed  by  such  Guarantor  to the Purchasers, if
required),  to be applied against the Obligations, whether matured or unmatured,
in  such  order  as  the  Purchasers  may  determine.

(d)     Amendments,  Etc.  With Respect to the Obligations. Each Guarantor shall
        --------------------------------------------------
remain  obligated  hereunder  notwithstanding  that,  without any reservation of
rights  against  any  Guarantor  and  without notice to or further assent by any
Guarantor,  any  demand  for  payment  of  any  of  the  Obligations made by the
Purchasers  may  be  rescinded  by  the  Purchasers  and  any of the Obligations
continued, and the Obligations, or the liability of any other Person upon or for
any  part  thereof,  or  any  collateral security or guarantee therefor or right
of  offset with respect thereto, may, from time to time, in whole or in part, be
renewed,  extended,  amended,  modified,  accelerated,  compromised,  waived,
surrendered  or  released  by the Purchasers, and the Purchase Agreement and the
other  Transaction  Documents  and any other documents executed and delivered in
connection  therewith  may  be amended, modified, supplemented or terminated, in
whole  or  in  part, as the Purchasers may deem advisable from time to time, and
any  collateral  security,  guarantee or right of offset at any time held by the
Purchasers  for  the  payment of the Obligations may be sold, exchanged, waived,
surrendered  or  released.  The  Purchasers shall have no obligation to protect,
secure,  perfect or insure any Lien at any time held by them as security for the
Obligations  or  for  the  guarantee contained in this Section 2 or any property
subject  thereto.

(e)     Guarantee  Absolute and Unconditional. Each Guarantor waives any and all
        -------------------------------------
notice  of the creation, renewal, extension or accrual of any of the Obligations
and  notice  of  or  proof  of  reliance  by  the  Purchasers upon the guarantee
contained  in  this  Section  2 or acceptance of the guarantee contained in this
Section  2;  the  Obligations,  and any of them, shall conclusively be deemed to
have  been  created,  contracted  or  incurred, or renewed, extended, amended or
waived,  in  reliance  upon  the  guarantee contained in this Section 2; and all
dealings between the Company and any of the Guarantors, on the one hand, and the
Purchasers,  on  the other hand,  likewise shall  be  conclusively  presumed  to
have  been  had  or consummated in reliance upon the guarantee contained in this
Section  2.  Each  Guarantor  waives  to  the extent permitted by law diligence,
presentment,  protest, demand for payment and notice of default or nonpayment to
or  upon  the  Company or any of the Guarantors with respect to the Obligations.
Each  Guarantor  understands  and  agrees  that  the guarantee contained in this
Section  2  shall  be  construed  as  a  continuing,  absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of the
Purchase  Agreement or any other Transaction Document, any of the Obligations or
any  other  collateral  security  therefor  or guarantee or right of offset with
respect thereto at any time or from time to time held by the Purchasers, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance
or  fraud  or misconduct by Purchasers) which may at any time be available to or
be  asserted  by  the Company or any other Person against the Purchasers, or (c)
any other circumstance whatsoever (with or without notice to or knowledge of the
Company  or  such  Guarantor)  which  constitutes,  or  might  be  construed  to
constitute,  an equitable or legal discharge of the Company for the Obligations,
or  of  such  Guarantor  under  the  guarantee  contained  in this Section 2, in
bankruptcy  or  in  any  other  instance.  When  making  any demand hereunder or
otherwise  pursuing its rights and remedies hereunder against any Guarantor, the
Purchasers may, but shall be under no obligation to, make a similar demand on or
otherwise  pursue such rights and remedies as they may have against the Company,
any  other  Guarantor  or any other Person or against any collateral security or
guarantee  for  the Obligations or any right of offset with respect thereto, and
any  failure  by  the  Purchasers  to make any such demand, to pursue such other
rights  or  remedies  or  to  collect  any  payments from the Company, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee  or  to  exercise  any  such  right  of  offset, or any release of the
Company,  any  other  Guarantor  or  any  other  Person  or  any such collateral
security,  guarantee  or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies,  whether  express,  implied  or  available  as a matter of law, of the
Purchasers  against  any  Guarantor.  For  the  purposes  hereof, "demand" shall
include  the  commencement  and  continuance  of  any  legal  proceedings.

(f)     Reinstatement.  The guarantee contained in this Section 2 shall continue
        -------------
to  be  effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Obligations is rescinded or must otherwise be
restored  or  returned  by  the  Purchasers  upon  the  insolvency,  bankruptcy,
dissolution,  liquidation  or reorganization of the Company or any Guarantor, or
upon  or as a result of the appointment of a receiver, intervenor or conservator
of,  or  trustee  or  similar  officer  for, the Company or any Guarantor or any
substantial  part of its property, or otherwise, all as though such payments had
not  been  made.

(g)     Payments.  Each Guarantor hereby guarantees that payments hereunder will
        --------
be paid to the Purchasers without set-off or counterclaim in U.S. dollars at the
address  set  forth  or  referred  to  in  the  Purchase  Agreement.

3.     Representations and Warranties. Each Guarantor hereby makes the following
       ------------------------------
     representations  and  warranties  to  Purchasers  as  of  the  date hereof:

(a)     Organization  and  Qualification.  The  Guarantor is a corporation, duly
        --------------------------------
incorporated,  validly  existing  and  in  good  standing  under the laws of the
applicable  jurisdiction  set  forth on Schedule 1, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its
business  as  currently  conducted. The  Guarantor  has  no  subsidiaries  other
than  those  identified  as  such  on  the  Disclosure Schedules to the Purchase
Agreement.  The  Guarantor  is  duly  qualified  to  do  business and is in good
standing  as  a  foreign corporation in each jurisdiction in which the nature of
the  business  conducted  or  property  owned  by  it  makes  such qualification
necessary,  except  where the failure to be so qualified or in good standing, as
the  case  may  be,  could  not, individually or in the aggregate, (x) adversely
affect  the  legality, validity or enforceability of any of this Guaranty in any
material  respect,  (y)  have  a  material  adverse  effect  on  the  results of
operations,  assets,  prospects,  or financial condition of the Guarantor or (z)
adversely  impair  in  any  material  respect the Guarantor's ability to perform
fully on a timely basis its obligations under this Guaranty (a "Material Adverse
                                                                ----------------
Effect").
------

(b)     Authorization;  Enforcement.  The  Guarantor has the requisite corporate
        ---------------------------
power  and  authority  to  enter  into  and  to  consummate  the  transactions
contemplated  by  this  Guaranty,  and  otherwise  to  carry out its obligations
hereunder.  The execution and delivery of this Guaranty by the Guarantor and the
consummation  by  it  of  the  transactions  contemplated  hereby have been duly
authorized  by all requisite corporate action on the part of the Guarantor. This
Guaranty  has  been duly executed and delivered by the Guarantor and constitutes
the  valid  and  binding  obligation  of  the  Guarantor enforceable against the
Guarantor  in  accordance  with  its terms, except as such enforceability may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  or similar laws relating to, or affecting generally the enforcement
of,  creditors'  rights and remedies or by other equitable principles of general
application.

(c)     No  Conflicts.  The execution, delivery and performance of this Guaranty
        -------------
by  the  Guarantor  and  the  consummation  by the Guarantor of the transactions
contemplated  thereby  do  not  and  will  not  (i) conflict with or violate any
provision  of its Certificate of Incorporation or By-laws or (ii) conflict with,
constitute  a  default  (or  an event which with notice or lapse of time or both
would  become  a  default)  under,  or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  to which the Guarantor is a party, or (iii) result in a violation of
any  law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
restriction  of  any  court  or governmental authority to which the Guarantor is
subject  (including  Federal  and  state securities laws and regulations), or by
which  any  material  property  or  asset of the Guarantor is bound or affected,
except  in the case of each of clauses (ii) and (iii), such conflicts, defaults,
terminations,  amendments,  accelerations, cancellations and violations as could
not,  individually  or  in  the  aggregate, have or result in a Material Adverse
Effect. The business of the Guarantor is not being conducted in violation of any
law,  ordinance  or  regulation  of   any  governmental  authority,  except  for
violations  which,  individually  or  in  the  aggregate, do not have a Material
Adverse  Effect.

(d)     Consents  and  Approvals.  The  Guarantor  is not required to obtain any
        ------------------------
consent,  waiver,  authorization or order of, or make any filing or registration
with,  any  court  or other federal, state, local, foreign or other governmental
authority  or  other  person  in  connection  with  the  execution, delivery and
performance  by  the  Guarantor  of  this  Guaranty.

(e)     Purchase  Agreement.  The  representations and warranties of the Company
        -------------------
set  forth  in  the Purchase Agreement as they relate to such Guarantor, each of
which  is  hereby  incorporated  herein by reference, are true and correct as of
each  time  such representations are deemed to be made pursuant to such Purchase
Agreement,  and  the  Purchasers shall be entitled to rely on each of them as if
they  were  fully  set  forth herein, provided, that each reference in each such
representation  and  warranty to the Company's knowledge shall, for the purposes
of  this  Section  3, be deemed to be a reference to such Guarantor's knowledge.

(f)     Foreign  Law.  Each  Guarantor  has  consulted  with appropriate foreign
        ------------
legal  counsel  with  respect  to  any  of  the  above representations for which
non-U.S.  law  is  applicable. Such foreign counsel have advised each applicable
Guarantor  that  such  counsel  knows  of  no  reason  why  any  of  the  above
representations  would  not  be  true  and  accurate.  Such foreign counsel were
provided  with copies of this Subsidiary Guarantee and the Transaction Documents
prior  to  rendering  their  advice.

4.     Covenants.
       ---------

(a)     Each  Guarantor  covenants and agrees with the Purchasers that, from and
after  the  date of this Guarantee until the Obligations shall have been paid in
full,  such  Guarantor shall take, and/or shall refrain from taking, as the case
may be, each commercially reasonable action that is necessary to be taken or not
taken,  as  the  case  may be, so that no Event of  Default  is  caused  by  the
failure  to  take  such  action  or  to  refrain from taking such action by such
Guarantor.

(b)     So  long  as any of the Obligations are outstanding, each Guarantor will
not  directly  or  indirectly  on  or  after  the  date  of  this  Guarantee:

i.     except  with  the  prior  written consent of the Agent (as defined in the
Security  Agreement),  enter  into, create, incur, assume 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
that  is  senior  to,  or  pari  passu  with,  in  any respect, such Guarantor's
obligations  hereunder;

ii.     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 that is
senior  to,  in  any  respect,  such  Guarantor's  obligations  hereunder;

iii.     amend  its  certificate  of  incorporation,  bylaws  or  other  charter
documents  so  as  to  adversely  affect  any  rights  of  the Holder hereunder;

iv.     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;

v.     enter  into  any  agreement  with  respect  to  any  of the foregoing; or

vi.     pay  cash  dividends  on  any  equity  securities  of  the  Company.

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

(a)     Amendments in Writing. None of the terms or provisions of this Guarantee
        ---------------------
     may  be  waived,  amended,  supplemented  or  otherwise  modified except in
writing  by  the  Purchasers.

(b)     Notices.  All notices, requests and demands to or upon the Purchasers or
        -------
any  Guarantor  hereunder  shall  be  effected in the manner provided for in the
Purchase  Agreement; provided that any such notice, request or demand to or upon
                     --------
any  Guarantor  shall  be  addressed to such Guarantor at its notice address set
forth  on  Schedule  5(b).
           --------------

(c)     No  Waiver  By  Course  Of  Conduct; Cumulative Remedies. The Purchasers
        --------------------------------------------------------
shall  not by any act (except by a written instrument pursuant to Section 5(a)),
delay,  indulgence,  omission or otherwise be deemed to have waived any right or
remedy  hereunder  or  to  have  acquiesced in any default under the Transaction
Documents  or  Event  of  Default.  No  failure  to  exercise,  nor any delay in
exercising,  on  the  part  of  the  Purchasers,  any  right, power or privilege
hereunder  shall  operate  as a waiver thereof. No single or partial exercise of
any  right,  power  or  privilege  hereunder shall preclude any other or further
exercise  thereof  or  the  exercise  of  any other right, power or privilege. A
waiver  by  the  Purchasers of any right or remedy hereunder on any one occasion
shall  not  be  construed  as  a bar to any right or remedy which the Purchasers
would  otherwise  have  on  any  future occasion. The rights and remedies herein
provided  are  cumulative,  may  be exercised singly or concurrently and are not
exclusive  of  any  other  rights  or  remedies  provided  by  law.

(d)     Enforcement  Expenses;  Indemnification.
        ---------------------   ---------------

(i)     Each  Guarantor  agrees to pay, or reimburse the Purchasers for, all its
costs  and  expenses  incurred  in  collecting  against such Guarantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any rights
under this Guarantee and the other Transaction Documents to which such Guarantor
is a party, including, without limitation, the reasonable fees and disbursements
of  counsel  to  the  Purchasers.

(ii)     Each Guarantor agrees to pay, and to save the Purchasers harmless from,
any  and all liabilities with respect to, or resulting from any delay in paying,
any  and  all  stamp,  excise,  sales  or  other  taxes  which may be payable or
determined to be payable in connection with any of the transactions contemplated
by  this  Guarantee.

(iii)     Each  Guarantor  agrees  to  pay,  and to save the Purchasers harmless
from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses  or  disbursements  of  any  kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration  of this Guarantee to the extent the Company would be required to
do  so  pursuant  to  the  Purchase  Agreement.

(iv)     The  agreements  in  this  Section  shall  survive  repayment  of  the
Obligations  and  all other amounts payable under the Purchase Agreement and the
other  Transaction  Documents.

(e)     Successor  and  Assigns.  This  Guarantee  shall  be  binding  upon  the
        -----------------------
successors  and  assigns of each Guarantor and shall inure to the benefit of the
Purchasers  and  their  respective  successors  and  assigns;  provided  that no
Guarantor  may  assign,  transfer  or  delegate any of its rights or obligations
under  this  Guarantee  without  the  prior  written  consent of the Purchasers.

(f)     Set-Off.  Each Guarantor hereby irrevocably authorizes the Purchasers at
        -------
any  time  and  from  time  to  time  while an Event of Default under any of the
Transaction  Documents  shall have occurred and be continuing, without notice to
such Guarantor or any other Guarantor, any such notice being expressly waived by
each  Guarantor, to set-off and appropriate and  apply  any  and  all  deposits,
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect,  absolute  or  contingent,  matured  or unmatured, at any time held or
owing  by  the Purchasers to or for the credit or the account of such Guarantor,
or  any part thereof in such amounts as the Purchasers may elect, against and on
account  of  the obligations and liabilities of such Guarantor to the Purchasers
hereunder  and  claims of every nature and description of the Purchasers against
such  Guarantor,  in any currency, whether arising hereunder, under the Purchase
Agreement,  any  other  Transaction Document or otherwise, as the Purchasers may
elect,  whether  or  not  the  Purchasers  have  made any demand for payment and
although  such  obligations,  liabilities  and  claims  may  be  contingent  or
unmatured.  The  Purchasers  shall  notify  such  Guarantor promptly of any such
set-off  and  the  application  made  by the Purchasers of the proceeds thereof,
provided  that  the failure to give such notice shall not affect the validity of
such  set-off  and  application. The rights of the Purchasers under this Section
are  in  addition  to  other  rights and remedies(including, without limitation,
other  rights  of  set-off)  which  the  Purchasers  may  have.

(g)     Counterparts.  This  Guarantee  may  be  executed  by one or more of the
        ------------
parties  to  this Guarantee on any number of separate counterparts (including by
telecopy),  and  all  of  said  counterparts  taken  together shall be deemed to
constitute  one  and  the  same  instrument.

(h)     Severability.  Any  provision  of  this Guarantee which is prohibited or
        ------------
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to  the extent of such  prohibition  or  unenforceability  without  invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in
any  jurisdiction shall not invalidate or render unenforceable such provision in
any  other  jurisdiction.

(i)     Section  Headings.  The  Section headings used in this Guarantee are for
        -----------------
convenience  of  reference only and are not to affect the construction hereof or
be  taken  into  consideration  in  the  interpretation  hereof.

(j)     Integration.  This  Guarantee  and  the  other  Transaction  Documents
        -----------
represent the agreement of the Guarantors and the Purchasers with respect to the
subject matter hereof and thereof, and  there  are  no  promises,  undertakings,
representations  or  warranties  by  the  Purchasers  relative to subject matter
hereof and thereof not expressly set forth or referred to herein or in the other
Transaction  Documents.

(k)     Governing  Law.  THIS  GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
        --------------
INTERPRETED  IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO  ANY  PRINCIPLES  OF  CONFLICTS  OF  LAWS.

(l)     Submission  to  Jurisdictional;  Waiver.  Each  Guarantor  hereby
        ---------------------------------------
irrevocably  and  unconditionally:

(i)     submits  for  itself  and its property in any legal action or proceeding
relating  to this Guarantee and the other Transaction Documents to which it is a
party, or for recognition and enforcement of any judgment in respect thereof, to
the  non-exclusive  general jurisdiction of the Courts of the State of New York,
located in New York County, New York, the courts of the United States of America
for  the  Southern  District of New York, and appellate courts from any thereof;

(ii)     consents  that  any  such  action  or proceeding may be brought in such
courts  and  waives any objection that it may now or hereafter have to the venue
of  any  such  action  or  proceeding  in  any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the  same;

(iii)     agrees that service of process in any such action or proceeding may be
effected  by  mailing  a  copy  thereof  by registered or certified mail (or any
substantially  similar  form of mail), postage prepaid, to such Guarantor at its
address  referred to in the Purchase Agreement or at such other address of which
the  Purchasers  shall  have  been  notified  pursuant  thereto;

(iv)     agrees  that nothing herein shall affect the right to effect service of
process  in any other manner permitted by law or shall limit the right to sue in
any  other  jurisdiction;  and

(v)     waives,  to  the  maximum extent not prohibited by law, any right it may
have  to  claim or recover in any legal action or proceeding referred to in this
Section  any  special,  exemplary,  punitive  or  consequential  damages.

(m)     Acknowledgements.  Each  Guarantor  hereby  acknowledges  that:
        ----------------

(i)     it  has  been  advised  by  counsel  in  the  negotiation, execution and
delivery  of this Guarantee and the other Transaction Documents to which it is a
party;

(ii)     the  Purchasers  have  no  fiduciary  relationship  with or duty to any
Guarantor  arising  out  of  or  in connection with this Guarantee or any of the
other Transaction Documents, and the relationship between the Guarantors, on the
one  hand,  and  the  Purchasers,  on  the other hand, in connection herewith or
therewith  is  solely  that  of  debtor  and  creditor;  and

(iii)     no  joint  venture  is  created  hereby  or  by  the other Transaction
Documents  or otherwise exists by virtue of the transactions contemplated hereby
among  the  Guarantors  and  the  Purchasers.

(n)     Additional Guarantors.  The Company shall cause each of its subsidiaries
        ---------------------
formed  or  acquired  on  or   subsequent   to  the  date  hereof  to  become  a
Guarantor  for  all  purposes  of  this Guarantee by executing and delivering an
Assumption  Agreement  in  the  form  of  Annex  1  hereto.

(o)     Release  of  Guarantors.  Subject to Section 2.6, each Guarantor will be
        -----------------------
released from all liability hereunder concurrently with the repayment in full of
all amounts owed under the Purchase Agreement,  the  Debentures  and  the  other
Transaction  Documents.

(p)     Seniority.  The  Obligations  of  each  of the Guarantors hereunder rank
        ---------
senior in priority to any other unsecured Debt (as defined in the Debentures) of
such  Guarantor.

(q)     Waiver  of Jury Trial. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS
        ---------------------
HEREOF,  THE  PURCHASERS,  HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY  IN  ANY  LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY
COUNTERCLAIM  THEREIN.

<PAGE>

     IN  WITNESS  WHEREOF,  each  of  the  undersigned has caused this Guarantee
to  be  duly  executed  and  delivered  as  of  the  date  first  above written.

                          TRINITY  WORKPLACE  LEARNING  CORPORATION

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

<PAGE>
                                   SCHEDULE 1

                                   GUARANTORS

                  The following are the names, notice addresses and jurisdiction
of  organization  of  each  Guarantor.

COMPANY                                     JURISDICTION OF OWNED BY
                                                 INCORPORATION        PERCENTAGE

Trinity  Workplace  Learning  Corporation          Delaware               100%
4101  International  Parkway
Carrollton,  TX  75007

<PAGE>
                                                             Annex  1  to
                              SUBSIDIARY GUARANTEE

ASSUMPTION  AGREEMENT,  dated  as  of  ____  __,  ______  made  by
______________________________,  a  ______________  corporation (the "Additional
                                                                      ----------
Guarantor"),  in  favor  of  the  Purchasers  pursuant to the Purchase Agreement
  -------
referred  to  below.  All  capitalized  terms  not defined herein shall have the
  ---
meaning  ascribed  to  them  in  such  Purchase  Agreement.
  ---

                    W  I  T  N  E  S  S  E  T  H  :

     WHEREAS,  [COMPANY],  a  Delaware  corporation  (the  "Company")  and  the
                                                            -------
Purchasers  have  entered  into  a  Securities  Purchase  Agreement, dated as of
February  ___, 2005 (as amended, supplemented or otherwise modified from time to
time,  the  "Purchase  Agreement");
             -------------------

     WHEREAS,  in  connection  with  the Purchase Agreement, the Company and its
Subsidiaries  (other  than  the  Additional  Guarantor)  have  entered  into the
Subsidiary  Guarantee,  dated  as  of  [______________  ____, 200__ (as amended,
supplemented  or otherwise modified from time to time, the "Guarantee") in favor
                                                            ---------
of  the  Purchasers;

     WHEREAS, the Purchase Agreement requires the Additional Guarantor to become
a  party  to  the  Guarantee;  and

     WHEREAS,  the  Additional  Guarantor  has  agreed  to  execute  and
deliver  this  Assumption Agreement in order to become a party to the Guarantee;

               NOW,  THEREFORE,  IT  IS  AGREED:

1.     Guarantee.  By  executing  and  delivering this Assumption Agreement, the
       ---------
Additional  Guarantor,  as  provided  in  Section  5.14 of the Guarantee, hereby
becomes  a  party to the Guarantee as a Guarantor thereunder with the same force
and  effect  as if originally named therein as a Guarantor and, without limiting
the  generality  of  the foregoing, hereby expressly assumes all obligations and
liabilities  of  a  Guarantor thereunder. The information set forth in Annex 1-A
hereto  is  hereby  added  to  the  information  set  forth in Schedule 1 to the
Guarantee.  The Additional Guarantor hereby represents and warrants that each of
the  representations  and  warranties contained in Section 3 of the Guarantee is
true  and  correct  on  and  as  the date hereof as to such Additional Guarantor
(after  giving effect to this Assumption Agreement) as if made on and as of such
date.

2.     Governing  Law.  THIS  ASSUMPTION  AGREEMENT  SHALL  BE  GOVERNED BY, AND
       --------------
CONSTRUED  AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>
                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement  to be duly executed and delivered as of the date first above written.


                                           [ADDITIONAL GUARANTOR]

                                            By:
                                            Name:
                                            Title: