EXHIBIT 10.10


                                   [N]NEWFORTH


March 18, 2004

Doug Cole
Chief Executive Officer
Trinity Learning Corporation
1831 Second Street
Berkeley, CA 94710

Dear Doug:

First, we wish to express our enthusiasm about the opportunity to work with you
and Trinity Corporation ("Company"). Below, we have outlined a summary of the
services, terms, and accompanying fees related to the retention of Newforth
Partners L.L.C. ("Newforth") by the Company ("Agreement"). Newforth will assist
you in evaluating your business opportunities and exploring the Company's
various strategic and financial options.

1. Newforth will familiarize itself to the extent it deems appropriate and
feasible, with the business, operations, properties, financial condition and
prospects of the Company.

2. Upon your request, we will act as your advisor during the term of this
Agreement for the purchase by Company of a third party's assets or equity
("Buy-Side Transaction(s)"). We will assist you in analyzing, structuring and
introducing Buy-Side Transaction(s) (collectively, "Transaction(s)") as
instructed by you.

Newforth will help you to develop a list of potential candidates that Newforth
and the Company have, in good faith, mutually determined to be appropriate for
the contemplated Transaction(s). Such list may be amended from time to time, as
mutually agreed during the term of this Agreement. Newforth shall endeavor to
obtain introductions to such candidates, as well as provide assistance in
preparing the documentation and presentations used in such Transaction(s). While
Newforth may make the initial contact on your behalf relating to the
Transaction(s), Newforth is acting only as your advisor, we are not
broker/dealers, and do not act as such.

In addition, Newforth will

1. Study the Company's existing corporate strategy, including its long and
short-term goals.

2. Help establish transaction criteria consistent with the Company's goals, such
as the types of companies, products, markets, growth expectations, and minimum
and maximum acceptable Transactions.

3. Identify suggested target candidates.

Should Newforth represent the seller in relation to any transaction, that fact
will always be identified in advance and, should a Transaction occur in such a
case, Newforth would seek its success fee from the seller. However, if requested
by Newforth and approved by the Company, the Company will pay Newforth's success
fee under Newforth's agreement with the seller when due, and deduct the amount
of such payment(s) from the consideration otherwise payable to the seller. In no
event will Newforth be entitled to payment from both buyer and seller.



                             NEWFORTH PARTNERS LLC
            50 California Street Suite 1500 San Francisco, CA 94111
              VOICE 415-409-4000 FAX 415-409-4005 www.newforth.com

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                                                    Trinity Learning Corporation
                                                                  March 18, 2004



We will provide you with whatever other services are mutually agreeable in order
to assist you in connection with this engagement.

In order for us to advise you effectively, it is necessary that you make
available to us all information which we reasonably request in connection with
the performance of our services, including information concerning the business,
assets, operations or financial condition of the Company. You agree that we may
rely upon the accuracy and completeness of such information without independent
verification and are authorized to make appropriate use of such information. In
rendering its services, Newforth may provide third parties with information
about the Company as may be appropriate, subject to customary business
confidentiality and non-disclosure agreements where appropriate.

Newforth shall not be responsible for providing specialist advice in connection
with those matters for which the Company would usually provide or arrange
specialist advice (such as, for example, legal, regulatory, SEC compliance,
accounting or taxation matters). Newforth will have no liability with respect to
any services or advice provided to the Company by persons or entities other than
Newforth. Company expressly acknowledges that Newforth cannot warrant or
guarantee any particular outcome from this Agreement. Newforth shall have no
liability to Company in the event that no Transaction(s) result from the
services provided under this Agreement.

This Agreement will commence on the date of the counter-signature of this
Agreement, and will extend until terminated by either party upon thirty (30)
days' written notice to the other party. The date of termination shall be the
"Termination Date".

During this Agreement, our representation of the Company will be exclusive with
regard to the Transaction(s) Newforth introduced to or substantially developed
for the Company. Upon termination of this Agreement, Newforth and the Company
will prepare, to the best of the parties' collective knowledge, a list of
persons and entities with whom direct contact was initiated or developed by
Newforth during the term of this Agreement prior to the Termination Date (the
"Contact List"). Newforth is entitled to receive its fee should a Transaction(s)
take place with a party listed on the Contact List within twelve (12) months of
the Termination Date.

Newforth's fees for the above services are as follows:

     a.   Buy-Side Transaction(s). A cash fee for each Transaction(s) as
          follows:

-------------------------------------------------------------------------------
Consideration                                          Buy-Side Success Fee
-------------------------------------------------------------------------------
Less than $2.0MM                                       $100,000

-------------------------------------------------------------------------------
At least $2.0MM and less than $5.0MM                   $150,000

-------------------------------------------------------------------------------
At least $5.0MM and less than $10.0MM                  $250,000

-------------------------------------------------------------------------------
$10M or greater                                        $500,000

-------------------------------------------------------------------------------

          "Consideration" shall include, but not be limited to, cash,
          extraordinary dividends, forgiveness of debt, other consideration paid
          to security holders or employees of the Company (excluding salaries)
          in contemplation of the Transaction(s), including the value (as
          measured by the excess of acquisition price over exercise or
          conversion price) of all unexercised options, warrants, or other
          convertible securities assumed or acquired by the acquiring company,
          any indebtedness for


CONFIDENTIAL                                                         PAGE 2 OF 4

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                                                    Trinity Learning Corporation
                                                                  March 18, 2004



          borrowed money directly or indirectly assumed by the acquirer in
          connection with a Transaction(s) or private placement of equity
          securities or securities convertible into equity securities.

     b.   The Buy-Side Transaction(s) Fees will be immediately due and payable
          in cash or payment in-kind when the Consideration is delivered by the
          Company, either directly or at close of escrow.

     c.   Newforth will charge the Company any reasonable out-of-pocket expenses
          (travel, production and/or extraordinary phone expenses) of
          third-party professional fees incurred in connection with this
          engagement. These fees typically include, but are not limited to,
          legal, tax and other professional advisers, should they be engaged
          with your consent. These costs will be charged as incurred and are
          payable on receipt of invoice. Any individual expenses in excess of
          $1,000, or monthly expenses in excess of $3,000, in any calendar month
          shall be reviewed in advance with the Company. All approved expenses
          will be payable in cash.

In the event of consummation of any Transaction(s) hereunder, Newforth shall
have the right to disclose its participation in such Transaction(s}, including,
without limitation, the placement of "tombstone" advertisements in financial and
other newspapers and journals.

In addition, the Company agrees to indemnify Newforth and its affiliates, and
hold harmless from and against any and all losses, claims, damages, and
liabilities caused by, related to or arising, directly or indirectly, out of
this engagement. The Company will also reimburse Newforth for all reasonable
expenses (including reasonable fees and disbursements of legal counsel), as such
expenses are incurred, in connection with investigating, preparing to defend or
defending any such action, claim, proceeding or investigation. However, the
Company will not be liable under this paragraph to the extent that any loss,
claim, damage, liability or expense is found in final judgment by a court of
competent jurisdiction from which no appeal can be or is taken to have resulted
from the gross negligence of Newforth. This Agreement constitutes the entire
understanding of parties hereto with respect to the subject matter hereof, and
all prior agreements, contracts, promises, representations and statements among
the parties hereto, if any, whether written or oral, with respect to the subject
matter hereof are merged into this Agreement and/or superseded. No term or
provision of this Agreement may be amended, discharged or modified in any
respect except in writing signed by the parties hereto. If one or more of the
provisions in this Agreement are deemed void by law, the remaining provisions
will continue in full force and effect. This Agreement shall be construed,
interpreted and enforced according to the laws of the state of California.

Newforth and the Company will attempt to settle any claim or controversy arising
out of this Agreement through consultation and negotiation in good faith and a
spirit of mutual cooperation. If those attempts fail, any dispute, controversy
or claim directly or indirectly relating to or arising out of this Agreement
shall be submitted to binding arbitration before a single arbitrator appointed
by the American Arbitration Association and in accordance with its then
applicable rules by filing a demand, in writing, with the other party or
parties. The award in the arbitration shall be final and binding and judgment
thereon may be entered in any court having jurisdiction. The costs and expenses
(including reasonable attorney's fees of the prevailing party shall be borne and
paid by the party that the arbitrator determines is the non-prevailing party.



CONFIDENTIAL                                                         PAGE 3 OF 4

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                                                    Trinity Learning Corporation
                                                                  March 18, 2004


We believe you will find all of the above consistent with our earlier
discussions. If and when this proposal meets with the Company's approval, please
execute and return one copy of this agreement for Newforth's files. We look
forward to working with you on this assignment.

Sincerely,

Newforth Partners LLC



Tricia Salinero
Managing Director



ACCEPTED AND AGREED TO:
Trinity Learning Corporation


Signature:   /s/ Douglas D. Cole
             ------------------------
Print Name:  Douglas D. Cole
             ------------------------
Title:       CEO
             ------------------------
Date:        March 22, 2004
             ------------------------




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