EXHIBIT 10.11


GVC FINANCIAL SERVICES, LLC
================================================================================
                                                               CORPORATE FINANCE



March 23, 2004


Mr. Douglas Cole
Chief Executive Officer
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710


Subject: FINANCING FACILITIES FOR TRINITY LEARNING CORPORATION


Dear Mr. Cole,


     Thank you for selecting GVC Financial Services, LLC to represent Trinity
Learning Corporation in connection with your financing activity to raise an
equity investment, a sub-debt credit facility and/or a senior credit facility.

     Pursuant to our telephone conversation of this date, please be advised that
we will package your financial information and business plans/pro-formas for
presentations to various financial sources and investors.

     Our verbal agreement and this written agreement grants permission to us
from you to negotiate an equity investment, a sub-debt credit facility and/or
senior credit facility with targeted financial sources and investors. We will
obtain approval from you to forward information to financial sources and
investors prior to any disclosure to them. The approval may either be verbal or
in written format. Financial sources and investors will be required to execute a
confidentiality agreement prior to sending any information to them.

     Financial sources and investors will review your financial information for
the purpose of providing you with an equity investment, a sub-debt credit
facility and/or senior credit facility. The target amount of the financing is
$25 million. The first round of financing to be completed as quickly as possible
will be for $5 million. The purpose of the financing activity is to provide
additional working capital for acquisitions to continue the market penetration,
growth and expansion of Trinity Learning Corporation.

     GVC Financial Services, LLC will undertake discussions with potential
financial sources and investors, sort out the sources and investors who express
interest and provide them with any additional information they request. GVC will
then host the potential sources and investors to your office in Berkeley,
California. We will negotiate Letters of Intent, participate in the due
diligence process and aid in the negotiation of the Letter of Commitment and/or
definitive agreement from the selected sources and


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investors. GVC will also participate in the legal process to help produce a
successful closing, and can recommend law firms to you if you so desire. We are
a corporate finance company and as such we will act as a facilitator, negotiator
and consultant, but you will make all of the decisions as the CEO. It is
understood that GVC has no authority to enter into any legally binding
obligations on your behalf, and that the equity investment, sub-debt credit
facility and/or a senior credit facility, letter of intent and other documents
negotiated on your behalf will be subject to your acceptance, approval and
execution.

     GVC Financial Services, LLC win charge a facilitating fee upon the
successful conclusion of finding, negotiating and closing an equity investment,
a sub-debt credit facility and/or a senior credit facility that economically
suits Trinity Learning Corporation. Our fee will be eight percent (8.0%) of the
gross amount of the equity investment, six percent (6.0%) of the gross amount of
the sub-debt credit facility and three percent (3.0%) of the gross amount of the
senior credit facility. These are straightforward success fees. The closing fees
are recognized as appropriate compensation for all of the services that GVC has
rendered, therefore you agree not to renegotiate the terms, conditions and
amount of our fees.

     The fees are due and payable by bank wire transfer to our bank as part of
the closing. This agreement is sufficient authorization from you to any
financing sources to pay our fees directly at closing and that the fees are
irrevocable and a mandatory condition precedent to the funding of any financing
to you under this agreement.

     In the event that you close a follow-on financing within a 24-month period
after the closing and funding date of a transaction utilizing the financing
provided by a GVC source as contemplated herein with the initial source or
another financing source introduced to you by GVC, you agree to pay GVC's
success fee in the manner described above for any such financing obtained during
the 24-month follow on period. If you do not close and fund a transaction with a
source introduced to you by GVC within 24 months after the date of this
agreement ("Initial Term") or you and GVC mutually agree to terminate this
agreement prior to the expiration of the Initial Term and thereafter you close
and fund with a source introduced to you by GVC, you agree to pay GVC's success
fee in the manner described above for any such financing obtained during the 24
months following the earlier of expiration date of the Initial Term or the date
of mutual termination of this agreement.

     We will require a non-refundable retainer for our professional services of
$35,000.00, earned upon receipt. The retainer will not be deducted from any of
the success fees described above. The required retainer is separate and distinct
from any of the success fees. The retainer will be billed on a separate invoice
attached. Any additional expenses such as travel will also be your obligation,
but no expenses will be created without prior permission granted by you. These
additional expenses are due and payable upon your receipt of our invoices and
will not be deducted from the success fees.

     Our representation will not commence until we receive this signed
engagement letter and the payment of the retainer fee from you.

     GVC will make no independent representation as to the accuracy or
completeness of the financial information that you have provided to us and which
we in


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     turn will furnish to prospective financial sources. We will advise these
financial sources that all of the financial information provided to them has
been prepared by the management of your company, without any representations or
warranties (express or implied) from GVC. You also agree to promptly inform GVC
of all events that may have a major effect on our agreement.

     You acknowledge that we have made no guarantees as to the disposition of
any phase of this matter or matters for which we have been retained, as all
expressions relative to same are only our opinion.

     You agree to cooperate fully with us and to provide promptly all
information known or available to you relative to our representation. You also
agree to pay for our services and expenses in accordance with the terms as set
forth above. Any outstanding balances that have been invoiced to you and remain
unpaid for more than thirty (30) days will accrue interest at the rate of
eighteen percent (18%) per year. In addition, if we must enforce payment of any
fees due to GVC, you agree to pay reasonable attorney's fees and cost of
collection.

     This agreement is the entire agreement between GVC and Trinity Learning
Corporation and supersedes previous written and verbal agreements on this
subject. No modification or amendment to this agreement shall be effective
unless it is in writing and signed by the parties noted below. If, in the event
that GVC or its agents become involved in any capacity in any lawsuit, claim or
other proceeding, caused by Trinity Learning Corporation, Trinity Learning
Corporation agrees to indemnify GVC and its agents for any and all legal or
other expenses reasonably incurred by GVC or its agents in connection with
investigating, preparing to defend or defending such lawsuit, claim or other
proceeding. This agreement is not assignable to another party.

     We look forward to working with you on this project. If these terms are
satisfactory, please sign on the signature page provided and return one copy
with the retainer payment to GVC by overnight courier.

     Thank you for engaging GVC Financial Services, LLC.



Very truly yours,                         Accepted by:
GVC Financial Services, LLC               Trinity Learning Corporation



Melvin I. Gilbert                         ___________________________________
President                                 Douglas Cole
Chief Executive Officer                   Chief Executive Officer



                                          Date: _____________________________


Enclosures