EXHIBIT 10.7



February 3, 2004

PERSONAL AND CONFIDENTIAL

Doug Cole
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710
Telephone: (925) 377-2000
Fax: ((25) 377-2010

Ladies and Gentlemen:

This letter will set forth the terms under which Trinity Learning Corporation
(the "Company") hereby engages Doherty & Company, LLC ("Doherty") to render an
opinion to the Company's Board of Directors (the "Opinion") as to the fairness
to the Company's current shareholders, from a financial point of view, of the
proposed merger of the Company codenamed Empire (the "Transaction").

Services: Doherty will provide the Company with the following services:

     1.   Doherty shall familiarize itself with the financial condition and
          business of the Company and the financial aspects of the Transaction.

     2.   Doherty shall render an oral and written Opinion to the Company's
          Board of Directors as to the fairness of the Transaction from a
          financial point of view. The nature and scope of our investigation as
          well as the scope, form and substance of the Opinion shall be such as
          Doherty considers appropriate.

If the Company requests additional services not otherwise contemplated by this
letter agreement, the Company and Doherty will enter into an additional letter
agreement which will set forth the nature and scope of the services, appropriate
compensation and other customary matters, as mutually agreed upon by Doherty and
the Company.

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Compensation: The Company agrees to pay Doherty an Opinion Fee of Fifty Thousand
Dollars ($50,000) payable upon the written delivery of the Opinion. Further, if
the Company terminates this engagement prior to the delivery of the Opinion by
Doherty, the Company agrees to pay to Doherty an early termination fee of Twenty
Five Thousand Dollars ($25,000).

All fees and expenses payable hereunder will be payable in U.S. dollars in cash,
net of any applicable withholding and similar taxes.

Reimbursement of Expenses: The Company agrees to periodically reimburse Doherty
promptly when invoiced for all of its reasonable out-of-pocket expenses
(including reasonable fees and expenses of its legal counsel) in connection with
the performance of its services hereunder, regardless of whether an Opinion is
rendered: provided, however that reimbursement of such expenses shall be limited
to Five Thousand Dollars ($5,000). Upon termination of this letter agreement or
delivery of an Opinion, the Company agrees to pay promptly in cash any
unreimbursed expenses that have accrued as of such date. To the extent officers
of Doherty assist in, or provide testimony in trial or deposition for any
action, suit or proceeding relating to a Transaction or our engagement
hereunder, the Company will pay Doherty a per diem charge for the services of
such officers in an amount to be mutually agreed upon by the Company and Doherty
prior to such assistance.

Term. This engagement will commence on the date hereof and terminate the earlier
of (1) the delivery of an Opinion and (ii) 30 days from the date on which a
party receives written notice from the other party of termination of this
engagement. Notwithstanding the foregoing, the Company agrees that the
provisions relating to the payment of fees, reimbursement of expenses,
indemnification and contribution, confidentiality, advertising and waiver of the
right to trial by jury will survive any such termination.

Use of Information. The Company will furnish to Doherty such information as
Doherty requests for purposes of performing services under this letter agreement
(the "Information"). The Company hereby agrees and represents that all
Information relating to the Company furnished to Doherty will be accurate and
complete in all material respects at the time provided, and that, if the Company
is aware of any information becoming materially inaccurate, incomplete or
misleading during the engagement hereunder, the Company will promptly advise
Doherty. The Company recognizes and confirms that Dohrety assumes no
responsibility for the accuracy and completeness of the Information and will be
using and relying upon the Information (and information available from generally
recognized public sources) without assuming responsibility for independent
verification or independent evaluation of any of the assets or liabilities of
the Company.

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Indemnification: In addition to the payment of fees and reimbursement of fees
and expenses provided for above, and regardless if the Opinion is delivered, the
Company agrees to indemnify Doherty with regard to the matters contemplated
herein, as set forth in Annex A, attached hereto, which is incorporated by
reference as if fully set forth herein.

Governing Law: This letter agreement will be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made and to be fully performed therein.

The Company irrevocably submits to the jurisdiction of any court of the State of
California located in the County of Los Angeles for the purpose of any suite,
action or other proceeding arising out of this letter agreement or our
engagement hereunder.

Each of the Company and Doherty hereby waives any right it may have to a trial
by jury in respect of any claim brought by or on behalf of either party based
upon, arising out of or in connection with this letter agreement, our engagement
hereunder or the transactions contemplated hereby.

Confidentiality: Except as required by law, this Agreement and the services,
information and advice, including the Opinion, to be provided by Doherty
hereunder, is for the confidential use of the Board of Directors and senior
management of the Company and shall not be disclosed to third parties without
Doherty's prior written permission.

Advertisements: Doherty shall be permitted at its own expense, to advertise the
services it provided in connection with any transaction subsequent to the
consummation thereof.

Authorization: The Company and Doherty represent and warrant that each has all
requisite power and authority, and all necessary authorizations, to enter into
and carry out the terms and provisions of this Agreement and the execution,
delivery and performance of this Agreement does not breach or conflict with any
agreement, document or instrument to which it is a party or bound.

No Brokers: The Company represents and warrants to Doherty that there are no
brokers, representatives or other persons which have an interest in compensation
due to Doherty from any transaction contemplated herein or which would otherwise
be due any fee, commission or remuneration upon delivery of the Opinion.

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Miscellaneous: This Agreement constitutes the entire understanding and agreement
between the Company and Doherty with respect to the subject matter hereof and
supersedes all prior understandings or agreements between the parties with
respect thereto, whether oral or written, express or implied. Any amendments or
modifications must be executed in writing by both parties. This Agreement and
all rights, liabilities and obligations hereunder shall be binding upon and
inure to the benefit of each party's successors but may not be assigned without
the prior written approval of the other party. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument. The
descriptive headings of the Paragraphs of this Agreement are inserted for
convenience only, do not constitute a part of this Agreement and shall not
affect in any way the meaning or interpretation of this Agreement.

If the foregoing meets with your approval, please sign the attached duplicate
copy of this letter and return it to the undersigned.


                                        Very truly yours,

                                            /s/ Michael Doherty

                                        By: Michael Doherty
                                            President, Doherty & Company, LLC

Agreed to and accepted as
of the above date.


By: /s/ Doug Cole
    ----------------------------------
    Doug Cole, Chief Executive Officer
    Trinity Learning Corporation