EXHIBIT 10.72


                               SECURITY AGREEMENT


     This Security  Agreement (the "Agreement") is made and entered into on July
29, 2004, by and between Trinity Learning  Corporation,  a Utah corporation (the
"Debtor"), and Oceanus Value Fund, L.P. (the "Secured Party").

     A. Debtor and the Secured  Party have entered  into a  Securities  Purchase
Agreement dated concurrently herewith (the "Securities Purchase Agreement").

     B. Pursuant to the Securities Purchase  Agreement,  Debtor has, among other
things, delivered to Secured Party a $500,000 12% Senior Secured Promissory Note
(the "Note").

     C. The  parties now enter into this  Agreement  as  security  for  Debtor's
obligations under the Note.

     NOW,  THEREFORE,  in consideration of their respective  promises  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged  by the  parties,  the  parties  hereby  agree as
follows:

     1.  Definitions.  Capitalized  terms used in this Agreement and not defined
elsewhere herein or in the Securities Purchase Agreement shall have the meanings
set forth below:

          "Accounts" means and includes all of Debtor's  presently  existing and
hereafter arising  accounts,  contract rights,  rights of payment,  instruments,
notes,  drafts,  documents,  chattel  paper,  and all other forms of obligations
owing to Debtor  arising out of the sale or lease of goods or the  rendition  of
services  by  Debtor,  whether  or not  earned by  performance,  and any and all
letters of credit,  credit insurance,  guaranties,  and other security therefor,
and all  merchandise  returned to or reclaimed  by Debtor,  and all proceeds and
products of any of the  foregoing,  and all of Debtor's Books (as defined below)
relating to any of the foregoing.

          "Collateral"  means  and  includes  all  of  the  following:  (i)  the
Accounts, Equipment, General Intangibles,  Inventory, Negotiable Collateral, and
such other assets of Debtor as to which Secured Party may from  time-to-time  be
granted a  security  interest  and (ii) the  proceeds  of any of the  foregoing,
including,  but not limited to, proceeds of insurance  covering the foregoing or
any portion thereof,  and any and all money,  deposit accounts or other tangible
and intangible  property of Debtor resulting from a sale or other disposition of
the foregoing or any portion thereof;  provided,  however,  that notwithstanding
anything to the contrary contained in this Agreement,  the Collateral  hereunder
does not  include  any  "infectious  waste,"  "restricted  hazardous  waste," or
"hazardous waste" as those terms are defined under 42 U.S.C. Section 6903(5), as
such  section  may be from  time to  time  amended,  or  under  any  regulations
thereunder.

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          "Debtor's Books" means and includes all of Debtor's books and records,
including,  but not limited to, all records, ledgers and computer programs, disk
or tape files,  printouts and other  computer-prepared  information  indicating,
summarizing or evidencing the Collateral.

          "Equipment"  means and includes all of Debtor's  present and hereafter
acquired equipment wherever located, including but not limited to, machinery and
machine tools with motors, controls,  attachments,  parts, tools and accessories
incidental thereto, all present and future furniture,  furnishings, fixtures and
motor vehicles, tools, drawings, blueprints, catalogs and computer programs; and
all attachments, accessories, accessions, replacements, substitutions, additions
and improvements  thereto,  wherever located, as well as Debtor's Books relating
to any of the foregoing.

          "Event of Default"  means the  occurrence of any one of the events set
forth in Section 7 of this Agreement.

          "General  Intangibles"  means and includes  all of Debtor's  presently
existing  and  hereafter  acquired  or  arising  general  intangibles  and other
personal property (including,  without limitation, any and all choses in action,
licenses,  leasehold interests,  equity interests (including equity interests in
subsidiaries,  partnerships and joint ventures), goodwill, intellectual property
of any kind (including patents, copyrights,  trademarks, trade names and service
marks),  blueprints,  drawings,  purchase orders,  customer lists, monies due or
recoverable from pension funds,  monies due or recoverable  from factors,  route
lists,  infringement claims, software source codes, computer programs and disks,
literature,  reports,  catalogs,  deposit  accounts,  tax refunds and tax refund
claims, together with the proceeds and products of any of the foregoing, as well
as Debtor's Books relating to any of the foregoing.

          "Inventory"  means and includes all of Debtor's  present and hereafter
acquired  inventory in which Debtor has any interest,  including  goods held for
sale or lease or to be furnished under a service  contract,  and all of Debtor's
present and future goods, parts, raw materials,  work in process, finished goods
and  supplies  that  are or might be used in  connection  with the  manufacture,
packing,  shipping  advertising,  selling or finishing of such goods, as well as
Debtor's Books relating to any of the foregoing.

          "Negotiable  Collateral" means and includes all of Debtor's  presently
existing and hereafter acquired or arising letters of credit, advices of credit,
notes, drafts, instruments,  documents, leases of personal property, and chattel
paper, as well as Debtor's Books relating to any of the foregoing

          "Obligations"   means  and  includes  any  and  all   liabilities  and
indebtedness  owing by Debtor to Secured Party pursuant to the Note,  including,
without limitation, all interest and other payments required thereunder that are
not paid  when  due,  and all of the  Secured  Party  Expenses  which  Debtor is
required to pay or reimburse by this Agreement, by law, or otherwise.

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          "Secured Party  Expenses" means and includes (i) all costs or expenses
required to be paid by Debtor  under this  Agreement  that are  instead  paid or
advanced by Secured Party; (ii) all costs and expenses incurred by Secured Party
to correct any default or enforce any provision of this Agreement, or in gaining
possession of, maintaining,  handling,  preserving,  storing, shipping, selling,
preparing for sale and/or  advertising to sell the  Collateral,  irrespective of
whether a sale is  consummated;  and (iii)  all  costs and  expenses  (including
reasonable  attorney's fees) incurred by Secured Party in enforcing or defending
this Agreement, irrespective of whether suit is brought.

     2.  Construction.  Unless the context of this  Agreement  clearly  requires
otherwise,  references to the plural include the singular and vice versa, to the
part include the whole,  "including" is not limiting, and "or" has the inclusive
meaning  represented by the phrase  "and/or."  References in this Agreement to a
"determination"  by Secured Party include  reasonable,  good faith  estimates by
Secured Party (in the case of quantitative  determinations) and reasonable, good
faith beliefs by Secured Party (in the case of qualitative determinations).  The
words  "hereof,"  "herein,"  "hereby,"  "hereunder,"  and similar  terms in this
Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement.  Section,  subsection,  clause, and exhibit references are to
this Agreement, unless otherwise specified.

     3. Creation of Security Interest.

          3.1 Grant of Security Interest.  Debtor hereby grants to Secured Party
a continuing  security interest in all presently existing and hereafter acquired
or  arising  Collateral  in order  to  secure  Debtor's  timely  payment  of the
Obligations and Debtor's timely performance of each and all of its covenants and
obligations under this Agreement and any other document, instrument or agreement
executed and/or delivered to Secured Party or any other party in connection with
the Obligations.  Except for existing liens on shares of certain subsidiaries of
the Debtor (as  described in the SEC  Documents,  as that term is defined in the
Securities Purchase  Agreement),  such security interest in the Collateral shall
be a  first-priority  security  interest  shared on a pari passu  basis with the
Agent and the Lenders pursuant to the Intercreditor  Agreement, and shall attach
to all Collateral without further act on the part of Secured Party or Debtor.

          3.2  Rights  as to  Inventory.  Until  the  occurrence  of an Event of
Default under this Agreement,  Debtor may, subject to the provisions  hereof and
consistent  herewith,  sell the  Inventory,  but only in the ordinary  course of
Debtor's  business.  A sale of Inventory in Debtor's ordinary course of business
does not include an exchange or a transfer in partial or total satisfaction of a
debt owing by Debtor,  nor does it include an exchange for less than fair market
value.

<PAGE>

     4. Insurance. Debtor, at its expense, shall keep and maintain the Inventory
and  Equipment  insured  against  loss or  damage  by  fire,  theft,  explosion,
sprinklers and all other hazards and risks and in such amounts as are ordinarily
insured against by other owners of such properties in similar businesses. Debtor
shall also keep and maintain  public  liability  and property  damage  insurance
relating to Debtor's  ownership  and use of the  Inventory and Equipment and its
other assets.  At the request of Secured  Party,  all such policies of insurance
(except  those of  public  liability  and  property  damage)  shall  contain  an
endorsement,  in a form satisfactory to Secured Party,  showing Secured Party as
the sole loss  payee  thereof,  and all  proceeds  payable  thereunder  shall be
payable  to Secured  Party.  To secure the  payment of the  Obligations,  Debtor
grants  Secured  Party a security  interest in all such  policies  of  insurance
(except those of public liability and property damage) and the proceeds thereof.
Debtor will not cancel,  without suitable and similar replacements,  any of such
policies  without  Secured  Party's  prior  written  consent.  At the request of
Secured Party,  each such insurer shall agree (by endorsement upon the policy or
policies of insurance issued by it to Debtor or by independent instruments) that
it will give Secured  Party at least thirty (30) days written  notice before any
such policy or policies of insurance  will be altered or cancelled,  and that no
act or default of Debtor, or any other person, shall affect the right of Secured
Party to recover  under  such  policy or  policies  of  insurance  or to pay any
premium in whole or in part relating thereto.

     5. Further Assurances.

          5.1 General.  Following  the Closing,  Secured  Party is authorized to
file a UCC-1  Financing  Statement with the Department of Commerce,  Division of
Corporations  and  Commercial  Code,  of the  State of Utah  evidencing  Secured
Party's security  interest in the Collateral.  Debtor also authorizes the filing
by Secured Party of such other UCC financing statements,  continuation financing
statements, fixture filings, security agreements, chattel mortgages, assignments
and other documents as Secured Party may reasonably require in order to perfect,
maintain and/or levy on the Secured Party's security interests in the Collateral
and in order to fully consummate all of the transactions contemplated under this
Agreement. If so requested by Secured Party at any time hereafter,  Debtor shall
promptly  execute and deliver to Secured  Party such UCC  financing  statements,
continuation financing statements, fixture filings, security agreements, chattel
mortgages,  assignments  and other  documents  that Secured Party may reasonably
require from Debtor.  Debtor hereby irrevocably makes,  constitutes and appoints
Secured  Party (and any of Secured  Party's  employees or agents  designated  by
Secured Party ) as Debtor's true and lawful  attorney with power,  upon Debtor's
failure or refusal to promptly  comply with its obligations in this Section 5.1,
to sign the name of Debtor  on any of the  above-described  documents  or on any
other  similar  documents  which need to be executed,  recorded  and/or filed in
order to perfect, maintain and/or levy on the Secured Party's security interests
in the Collateral.

          5.2  Additional  Matters.  Without  limiting  the  generality  of  the
foregoing Section 5.1, Debtor will (i) at the reasonable  request of the Secured
Party,  appear in and defend any action or proceeding  which may affect Debtor's
title to, or the security interests of Secured Party in, the Collateral and (ii)
promptly furnish to Secured Party, from time to time, such reports

<PAGE>

in connection with the Collateral as Secured Party may reasonably  request,  all
in reasonable detail,  including reports describing the Equipment and Inventory,
specifying  the  locations  at which the  Equipment  and  Inventory is based and
setting  forth the then current  location of Debtor's  Books  pertaining  to the
Collateral.

          5.3 Accounts and Negotiable Collateral.  In the event that any portion
of the Collateral,  including proceeds,  is evidenced by or consists of Accounts
and/or Negotiable  Collateral,  Debtor shall,  immediately upon request therefor
from Secured Party, endorse, where appropriate,  and assign such Accounts and/or
Negotiable  Collateral  over to  Secured  Party,  and  deliver  actual  physical
possession  of the Accounts  and/or  Negotiable  Collateral  to Secured Party in
order to perfect fully the security interest therein.

     6. Warranties,  Representations and Covenants. Debtor warrants, represents,
covenants and agrees as follows:

          6.1 No Prior Encumbrances. Debtor has good and marketable title to the
Collateral,  free and clear of any liens, claims, encumbrances and rights of any
kind except  those  granted to the Agent and the Lenders  pursuant to a Security
Agreement dated as of February 5, 2004.

          6.2 Merchantable Inventory. Except for defects arising in the ordinary
and usual course of business,  all  Inventory is now and at all times  hereafter
shall be of good and merchantable quality.

          6.3 Storage of  Inventory.  The  Inventory is not now and shall not at
any time  hereafter  be stored  with a bailee,  warehouseman  or similar  party,
unless Debtor has given fifteen (15) days prior written  notice to Secured Party
specifying  the name and address of such  entity,  and,  in such  event,  Debtor
shall,  concurrently therewith,  cause any such bailee,  warehouseman or similar
party to issue and deliver to Secured  Party,  in a form  acceptable  to Secured
Party,  warehouse receipts in Secured Party's name evidencing the storage of the
Inventory.

          6.4  Inventory  Records.  Debtor now keeps and at all times  hereafter
shall keep correct and accurate records itemizing and describing the kind, type,
quality and quantity of the Inventory and Debtor's  cost  therefor.  All of such
records  shall be  available  upon demand to any of Secured  Party's  agents and
employees for inspection and copying.

          6.5 Right to Inspect Inventory and Equipment. Secured Party shall have
the right,  during  Debtor's  usual business  hours,  to inspect and examine the
Inventory  and the  Equipment  and to check  and  test  the same as to  quality,
quantity  value  and  condition.  Debtor  agrees  that any  reasonable  expenses
incurred by Secured Party in connection  with this Section 6.5 shall  constitute
Secured Party Expenses.

<PAGE>

          6.6 Title to Equipment.  Upon Secured  Party's  request,  Debtor shall
immediately deliver to Secured Party,  properly endorsed,  any and all evidences
of ownership of or title to any items of Debtor's Equipment.

          6.7  Maintenance  of  Equipment.  Debtor  shall keep and  maintain the
Equipment in good operating  condition and repair,  and shall make all necessary
replacements thereto so that the value and operating efficiency thereof shall at
all times be maintained and preserved.

          6.8 Negative Covenants. Debtor shall not (i) sell, lease, or otherwise
dispose of, relocate or transfer,  whether by sale or otherwise, any of Debtor's
assets other than sales of Inventory in the ordinary course of Debtor's business
or (ii) change  Debtor's name or business  structure,  or add any new fictitious
name without  providing  Secured Party with  forty-five (45) calendar days prior
written notice.

          6.9 Relocation of Principal Place of Business.  The principal place of
business of Debtor is at the address  indicated in Section 10 below,  and Debtor
shall not, during the term of this Agreement, without prior written notification
to Secured Party, relocate such principal place of business.

          6.10 Further  Information.  Debtor shall promptly supply Secured Party
with such information  concerning Debtor's business as Secured Party may request
from time to time  hereafter,  and shall  promptly  notify  Secured Party of any
material  adverse  change in  Debtor's  financial  condition  or any event which
constitutes an Event of Default.

          6.11  Solvency.  Debtor  is now and  shall be at all  times  hereafter
solvent and able to pay its debts (including trade debts) as they mature.

          6.12 Secured Party  Expenses.  Debtor shall  immediately,  and without
demand,  reimburse  Secured  Party for all sums  expended by Secured Party which
constitute  Secured Party  Expenses,  and, in the event that Debtor does not pay
such Secured  Party  Expenses  within ten (10) days after notice  thereof,  then
Secured  Party may  immediately  and without  further  notice incur such Secured
Party Expenses on Debtor's behalf, and Debtor hereby authorizes and approves all
advances and payments by Secured Party for items constituting such Secured Party
Expenses.

          6.13  Reliance  by Secured  Party;  Representations  Cumulative.  Each
warranty,  representation  and agreement  contained in this  Agreement  shall be
conclusively  presumed to have been relied on by Secured Party regardless of any
investigation  made or information  possessed by Secured Party.  The warranties,
representations  and  agreements  set forth  herein shall be  cumulative  and in
addition to any and all other warranties,  representations  and agreements which
Debtor shall now or hereafter give, or cause to be given, to Secured Party.

<PAGE>

     7.  Events  of  Default.  Any  one or more of the  following  events  shall
constitute an Event of Default by Debtor under this Agreement:

          (a) If, after  expiration of any applicable cure period,  Debtor fails
to pay when due all or any portion of the Obligations; or

          (b) If, after  expiration of any  applicable  cure period,  Debtor (i)
fails or neglects to perform,  keep or observe any term,  provision,  condition,
covenant or agreement or (ii) is found to be in material  breach of any warranty
or representation when made, that is contained in this Agreement, the Securities
Purchase  Agreement or the Note, or in any other  present or future  document or
agreement between Debtor and Secured Party with respect to the Obligations.

     8. Rights and Remedies

          8.1 Secured Party's Rights and Remedies.

          (a) Upon the  occurrence  of an Event of  Default,  without  notice of
election  and  without  demand,  Secured  Party may cause any one or more of the
following to occur, all of which are authorized by Debtor:

          (i)  Secured  Party  may make  such  payments  and do such  acts as it
considers  necessary  or  reasonable  to protect its  security  interests in the
Collateral.  Debtor  agrees to assemble and make  available  the  Collateral  if
Secured Party so requires. Debtor authorizes Secured Party to enter the premises
where the Collateral is located, take and maintain possession of the Collateral,
or any part thereof,  and pay, purchase,  contest or compromise any encumbrance,
claim,  right or lien which,  in the opinion of Secured  Party or its  assignee,
appears to be prior or superior to Secured Party's  security  interests,  and to
pay all expenses incurred in connection therewith;

          (ii) Secured Party shall be  automatically  deemed to be (A) granted a
license  or other  right  to use,  without  charge,  Debtor's  labels,  patents,
copyrights,  rights of use of any name, trade secrets,  trade names,  trademarks
and  advertising  matter,  and any other  property  of a similar  nature,  as it
pertains to the Collateral,  in completing  production of,  advertising for sale
and selling any Collateral  and (B) assigned,  without  charge,  all of Debtor's
rights and obligations under any licenses and/or franchise agreements;

          (iii)  Secured  Party  may  ship,  reclaim,  recover,  store,  finish,
maintain,  repair,  prepare for sale, advertise for sale and sell (in the manner
provided for herein) the Collateral;

          (iv)  Secured  Party  may sell the  Collateral  at  either a public or
private sale, or both, by way of one or more contracts or transactions, for cash
or on terms, in such manner and at such places (including  Debtor's premises) as
is commercially  reasonable.  It is not necessary that the Collateral be present
at any such sale;

<PAGE>

          (v) Secured Party shall be entitled to give notice of the  disposition
of the  Collateral  as follows:  (i) Secured Party shall give Debtor a notice in
writing of the time and place of public sale,  or, if the sale is a private sale
or  some  other  disposition  other  than a  public  sale  is to be  made of the
Collateral,  the time on or after which the private sale or other disposition is
to be made,  (ii) the notice shall be  personally  delivered or mailed,  postage
prepaid, to Debtor at least ten (10) calendar days before the date fixed for the
sale,  or at least five (5) calendar  days before the date on or after which the
private  sale or other  disposition  is to be made,  unless  the  Collateral  is
perishable or threatens to decline speedily in value and (iii) if the sale is to
be a public sale,  Secured Party shall also give notice of the time and place by
publishing a notice one time at least five (5) calendar  days before the date of
the sale in a newspaper of general circulation,  if one exists, in the county in
which the sale is to be held;

          (vi)  Secured  Party may credit bid and purchase all or any portion of
the Collateral at any public sale; and

          (vii) Secured Party may collect on the Accounts  and/or the Negotiable
Collateral and apply the proceeds thereof to payment of any and all amounts owed
to Secured Party under the Obligations or this Agreement.

          (b) Upon  demand,  Debtor  shall pay all the  Secured  Party  Expenses
incurred in connection  with the  enforcement  and exercise of any of the rights
and remedies of Secured Party provided for herein,  irrespective of whether suit
is commenced. Any deficiency which exists after disposition of the Collateral as
provided herein will be paid  immediately by Debtor,  and any excess that exists
will be returned,  without  interest and subject to the rights of third parties,
to Debtor by Secured Party.

          8.2 Rights and Remedies Cumulative. The rights and remedies of Secured
Party under this  Agreement and any other  agreements  and  documents  delivered
and/or executed in connection with the Obligations shall be cumulative.  Secured
Party shall also have all other rights and remedies not inconsistent herewith as
are provided under applicable law, or in equity. No exercise by Secured Party of
one right or remedy shall be deemed an election,  and no waiver by Secured Party
of any default on Debtor's part shall be deemed a continuing waiver. No delay by
Secured Party shall constitute a waiver, election or acquiescence.

     9.  Waivers.  Secured  Party  shall  not in any way or  manner be liable or
responsible for (i) the  safekeeping of the Collateral,  (ii) any loss or damage
thereto occurring or arising in any manner or fashion from any cause,  (iii) any
diminution  in the value  thereof  or (iv) any act or  default  of any  carrier,
warehouseman, bailee, forwarding agency or other person whomsoever.

     10. Notices. All notices or demands by any party relating to this Agreement
shall be made in writing as provided in Section 8(f) of the Securities  Purchase
Agreement.

     11.  Choice  of  Law  and  Venue.  The  validity  of  this  Agreement,  its
construction,  interpretation  and  enforcement,  and the rights of the  parties
hereunder and concerning the

<PAGE>

Collateral,  shall be determined under, governed by, and construed in accordance
with the laws of the State of Kansas.  The  parties  agree  that all  actions or
proceedings  arising in connection with this Agreement shall be litigated in the
state and federal courts located in the State of Kansas,  or, at the sole option
of Secured Party, in any other court in which Secured Party shall initiate legal
or equitable proceedings that has subject matter jurisdiction over the amount in
controversy. Debtor waives any right it may have to assert the doctrine of forum
non conveniens,  lack of personal jurisdiction,  or to object to such venue, and
hereby consents to any court ordered relief.

     12. Waiver of Jury Trial.  Debtor and Secured Party each waive any right to
trial by jury in any action or proceeding relating to this Agreement.

     13. General Provisions.

          13.1  Effectiveness.  This  Agreement  shall  be  binding  and  deemed
effective when executed by Debtor and Secured Party.

          13.2  Successors and Assigns.  This Agreement  shall bind and inure to
the benefit of the respective  successors  and assigns of Secured Party.  Debtor
shall not assign this Agreement or any rights hereunder, and any such assignment
shall be absolutely void.

          13.3 Section Headings. Section headings are for convenience only.

          13.4  Interpretation.  Neither this  Agreement nor any  uncertainty or
ambiguity herein shall be construed or resolved against Secured Party or Debtor,
whether  under any rule of  construction  or otherwise.  On the  contrary,  this
Agreement  has  been  reviewed  by  all  parties  and  shall  be  construed  and
interpreted  according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of the parties.

          13.5  Severability  of  Provisions.  Each  provision of this Agreement
shall be severable from every other  provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.

          13.6 Entire  Agreement;  Amendments.  This Agreement and the documents
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and supercede all prior  agreements,  negotiations
and  understandings,  written or oral, with respect to such subject  matter.  No
provision  of this  Agreement  shall  be  waived  or  amended  other  than by an
instrument in writing signed by the party to be charged with enforcement.

          13.7 Good Faith.  The parties  intend and agree that their  respective
rights,  duties,  powers,  liabilities,  obligations  and  discretions  shall be
performed, carried out, discharged and exercised reasonably and in good faith.

<PAGE>

          13.8  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and
the same agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  by their  respective  authorized  persons  as of the date  first
written above.


                                   "Debtor"

                                   TRINITY LEARNING CORPORATION

                                   By:______________________________
                                               President

                                   By:______________________________
                                               Secretary


                                   "Secured Party"

                                   OCEANUS VALUE FUND, L.P.

                                   By: Oceanus Asset Management, L.L.C.,
                                       General Partner

                                   By:______________________________
                                   Title:___________________________