EXHIBIT 10.87


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                            THE RESEARCH WORKS, INC.
                  623 Ocean Avenue, Sea Girt, New Jersey 08750
              Telephone: (732) 682-4950 Web: www.stocksontheweb.com
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August 11, 2004

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

Dear Mr. Cole:

This letter agreement (the "Agreement") will confirm our understanding regarding
the engagement of THE RESEARCH WORKS, INC. ("RW"), a New Jersey corporation, to
provide equity research services to TRINITY LEARNING CORPORATION ("Client"), a
Utah Corporation.

Whereas RW is an independent research firm that provides research services with
respect to the securities of its clients, and whereas Client has publicly traded
securities and desires RW to provide equity research services with respect to
its common stock: now, therefore, in consideration of the mutual promises and
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:

1.   Term. The term of this Agreement ("Term") shall commence on the date of
     your signing of this Agreement and shall continue through the one-year
     anniversary of the release of the first RW equity research report on the
     Client ("End of the Full Term"), unless either party terminates this
     Agreement, with or without cause, at an earlier date ("Early Termination
     Date") upon delivery of written notice to the other party at the address
     set forth hereinbelow.

2.   RW Services. RW shall prepare an equity research report on Client
     ("Report") in substantially the same form as samples of RW's research
     reports presently displayed at RW's Web site (www.stocksontheweb.com).
     Client shall have no editorial control over the opinions expressed in the
     Report, and RW shall not supply to Client a draft copy of the Report.

     RW shall complete and post a copy of the finished Report at its Web site
     within two (2) months of the date of this Agreement and shall update the
     Report on its Web site on approximately a bimonthly basis for the remainder
     of the Term. Client shall notify RW in writing prior to the filing of any
     registration statement for its shares, and again upon the effectiveness of
     such registration, and RW shall suspend the updating of the


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     Report during the period commencing on date of written notification of a
     pending registration and ending on the day following the effective date of
     such registration.

     Client may make suggestions at any time for changes regarding the factual
     content of the Report, but RW is under no obligation to accept such
     proposed changes, and RW retains exclusive control over the opinions
     expressed in the Report.

     Following the initial posting of the Report on its Web site, RW shall print
     and distribute the Report at its own expense to individual and
     institutional investors whom RW believes have an interest in
     small-capitalization stocks. The date of such printing and distribution
     shall be at RW's sole discretion. RW shall also mail 100 copies of the
     Report to Client, and Client shall have permission to duplicate the Report
     at its own expense or to purchase additional original copies from RW for a
     nominal fee.

3.   Fee. In consideration of RW's services, the Client shall pay to RW a fee
     ("Fee") consisting of one hundred seventeen thousand six hundred (117,600)
     shares of Client's common stock. This Fee is due and payable upon the date
     on which you sign this Agreement, and RW shall be under no obligation to
     issue any Reports until it has received the Fee. The shares shall be issued
     in certificate for The Research Works, Inc. (c/o William J. Ritger, 623
     Ocean Avenue, Sea Girt, NJ 08750; tax # 22-3173901).

     RW acknowledges that the common shares issued pursuant to this Agreement
     (a) have not been registered under the Securities Act of 1933, as amended
     (the "Act"), (b) cannot be offered or sold except pursuant to a
     registration statement under the Act or an exemption from registration
     under the Act, and (c) are being acquired for investment and not with a
     view to the distribution thereof. RW represents that it is an "accredited
     investor" as such term is defined by Rule 501(a) of Regulation D and also
     acknowledges that its officers and directors are capable of evaluating the
     merits and risks of an investment in Client's common shares.

     Should the Client terminate this Agreement prior to the End of the Full
     Term for any reason other than RW's failure to perform in accordance with
     the terms set forth in this Agreement, then no portion of the Fee shall be
     refunded to the client, except, however, that the Client may cancel this
     Agreement without penalty within five (5) business days of Client's
     entering into this Agreement, provided that the Client provides RW with
     written notice of such cancellation in accordance with the terms of
     Paragraph 6 of this Agreement.

     Should the Client terminate this Agreement prior to the End of the Full
     Term for RW's failure to perform in accordance with the terms set forth in
     this Agreement, then a percentage of the Fee shall be refunded to the
     Client; this percentage is the product of 50% times the result of the
     division of the number of days from the Early


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     Termination Date until the End of the Full Term by the number of days from
     the commencement of the Term until the End of the Full Term.

     Notwithstanding the foregoing, Client shall recover the entire Fee from RW
     if Client terminates this Agreement based on RW's failure to release the
     initial Report in accordance with the time and manner mandated by Paragraph
     2.

     Should RW terminate this Agreement prior to the End of the Full Term, then
     a percentage of the Fee shall be refunded to the Client; this percentage
     shall be the product of 50% times the result of the division of the number
     of days from the Early Termination Date until the End of the Full Term by
     the number of days from the commencement of the Term until the End of the
     Full Term.

     Notwithstanding the foregoing, RW shall refund the entire Fee to Client if
     RW terminates this Agreement prior to the release of the initial Report for
     any reason other than Client's failure to perform in accordance with the
     terms set forth in this Agreement.

4.   Client's Representations and Covenants. Client represents and covenants
     that:

     (a) it will notify RW in writing prior to the filing of a registration
     statement of any of its securities and it will not use the Report in
     connection with any offering of securities without the prior written
     consent of RW;

     (b) it and its principals will keep confidential their knowledge of the
     pending release of the Report;

     (c) it will distribute the Report only in its entirety and in conformity
     with all securities laws;

     (d) it will cease any distribution of the Report when facts or management's
     expectations are materially different from those presented or estimated in
     such Report;

     (e) it has received a copy of RW's brochure and Part II of RW's ADV
     application, both of which are available for viewing at RW's web site
     (www.stocksontheweb.com); and

     (f) it will indemnify and hold RW and its officers, employees and
     independent contractors harmless from and against any loss, damage,
     liability, or expense (including reasonable attorneys' fees and other costs
     of litigation, regardless of outcome) arising out of or in connection with
     (i) any breach of the representations and covenants made by Client in this
     Paragraph 4, (ii) false or misleading information provided to RW by Client,
     or (iii) claims relating to the purchase and/or sale of Clients' securities
     arising from RW's relationship with Client. In any action where


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     Client's indemnity applies, RW shall be entitled to its own separate
     counsel at Client's expense. Neither termination nor completion of this
     Agreement shall affect these indemnification provisions, which shall
     survive any such termination or completion and remain operative and in full
     force and effect.

5.   Solicitor's fee. Client acknowledges that RW shall not pay a solicitor's
     fee in connection with this Agreement.

6.   Impaired provision. If any provision of this Agreement is held invalid,
     illegal or unenforceable in any respect (an "Impaired Provision"),

     (a) such Impaired Provision shall be interpreted in such a manner as to
     preserve, to the maximum extent possible, the intent of the parties,

     (b) the validity, legality and enforceability of the remaining provisions
     shall not in any way be affected or impaired thereby, and

     (c) such decision shall not affect the validity, legality or enforceability
     of such Impaired Provision under other circumstances. The parties agree to
     negotiate in good faith and agree upon a provision to substitute for the
     Impaired Provision in the circumstances in which the Impaired Provision is
     invalid, illegal or unenforceable.

7.   Severability of Provisions. If any provision of this Agreement shall be
     declared by a court of competent jurisdiction to be invalid, illegal or
     incapable of being enforced in whole or in part, the remaining conditions
     and provisions or portions thereof shall nevertheless remain in full force
     and effect and enforceable to the extent they are valid, legal and
     enforceable, and no provision shall be deemed dependent upon any other
     covenant or provisions unless so expressed herein.

8.   Non-Waiver. The failure of any party to insist upon the strict performance
     of any of the terms, conditions and provisions of this Agreement shall not
     be construed as a waiver or relinquishment of future compliance therewith,
     and said terms, conditions and provisions shall remain in full force and
     effect. No waiver of any term or condition of this Agreement on the part of
     any party shall be effective for any purpose whatsoever unless such waiver
     is in writing and signed by such party.

9.   Notices. Any notice or other communication under this Agreement shall be in
     writing and shall be deemed to have been duly given: (a) upon facsimile
     transmission (with written transmission confirmation report) at the number
     designated below; (b) when delivered personally against receipt therefore;
     (c) one day after being sent by Federal Express or similar overnight
     delivery; or (d) five (5) business days after being mailed registered or
     certified mail, postage prepaid. The addresses for such communications
     shall be as set forth below or to such other address as a party shall give
     by notice hereunder to the other party to this Agreement.


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          If to Client:  Trinity Learning Corporation
                         1831 Second Street
                         Berkeley, CA 94710
                         Attention: Douglas D. Cole, CEO

          If to RW:      The Research Works, Inc.
                         623 Ocean Avenue, Sea Girt, NJ 08750
                         Telecopy: 732-927-0176
                         Attention: William J. Ritger, President

10.  Governing Law/Arbitration. The terms of this Agreement will be governed by
     and interpreted in accordance with the internal laws of the State of New
     Jersey, without regard to the principles of conflict of laws. Any
     controversy, dispute or claim between the parties relating to this
     Agreement shall be resolved by binding arbitration in Monmouth County, New
     Jersey, in accordance with the rules of the American Arbitration
     Association. Prior to the selection of the arbitrators of the binding
     arbitration, the parties shall first attempt non-binding mediation before a
     mediator selected by said Association. Each party shall bear its own costs
     relating to such mediation, including attorney's fees and expenses. The
     parties agree that in the event that any controversy, dispute or claim
     between the parties relating to this Agreement is resolved by binding
     arbitration, the prevailing party, if any, as determined by the
     arbitrator's award, shall be entitled to reimbursement of all expenses
     incurred in the arbitration including reasonable attorneys' fees, provided
     that in no event shall the arbitrator have the authority to award punitive
     damages. Judgment on the award may be entered in any court having
     jurisdiction over the award.

11.  Integration. This Agreement sets forth the entire agreement between the
     parties with regard to the subject matter hereof. All prior agreements,
     covenants, representations, and warranties, expressed or implied, oral or
     written, with respect to the subject matter hereof, are contained herein.
     All prior or contemporaneous conversations, possible and alleged
     agreements, representations, covenants, and warranties, with respect to the
     subject matter hereof, are waived, merged, and superseded hereby. This is
     an integrated agreement.

12.  Entire agreement. This Agreement sets forth the entire understanding of the
     parties hereto with respect to the subject matter hereof and shall not be
     modified, except by a written document signed by the parties.

13.  Paragraph headings. The paragraph headings used in this Agreement are
     included solely for convenience and shall not affect or be used in
     connection with the interpretation of this Agreement.

14.  Counterparts. This Agreement may be executed in counterpart signatures,
     each of which shall be deemed an original, but all of which, when taken
     together, shall constitute one and the same instrument, it being understood
     that both parties need not


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     sign the same counterpart. In the event that any signature is delivered by
     facsimile transmission, such signature shall create a valid and binding
     obligation of the party executing (or on whose behalf such signature is
     executed) the same with the same force and effect as if such facsimile
     signature page were an original thereof.

Please confirm your agreement with the foregoing by signing and returning one
copy of this letter to the undersigned whereupon this letter shall become a
binding Agreement as of the day and year first written above. The offer to enter
into this Agreement shall expire 21 days from the date of this letter.


Very truly yours,

THE RESEARCH WORKS, INC.

By: /s/ William J. Ritger
    ---------------------------
    William J. Ritger
    President


ACCEPTED AND AGREED:

TRINITY LEARNING CORPORATION

By: /s/ Edward Mooney
    ---------------------------
    Edward Mooney
    President


Reminder: Please remember to initial each page.



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