EXHIBIT 10.75



                   [LETTERHEAD OF MERRIMAN CURHAN FORD & CO.]


July 19, 2004


PERSONAL & CONFIDENTIAL
-----------------------

Doug Cole
Trinity Learning, Inc.
1831 Second Street
Berkeley, CA 94710

Dear Doug:

      Merriman Curhan Ford & Co. ("MCF") is pleased to act as financial  advisor
to Trinity Learning,  Inc. (the "Company").  We will provide  investment banking
services to the Company which may include:  (i)  representing the Company in its
efforts to obtain  financing in the form of a private  investment  in either (a)
public equity,  or (b) convertible  debt or equity (a "PIPE" or "Capital Raising
Transaction"),   (ii)  assisting  the  Company  in  identifying  acquirers  (the
"Acquirer") and evaluating, prioritizing,  negotiating proposals to purchase the
Company,  in whole or part (a  "Sale  Transaction"),  and  (iii)  assisting  the
Company in acquiring various potential  acquisition targets (a "Target") (in one
or a series of  transactions),  by  purchase,  merger,  consolidation  and other
business  combination  involving  all or  substantial  amount  of the  business,
securities, assets of a Target (an "Acquisition Transaction").

      1.  Services.  In connection  with this  engagement,  MCF will perform the
following services:

      a.  Capital  Raising.  MCF will assist the Company in its capital  raising
efforts on an  exclusive  basis.  MCF will  introduce  the Company to  potential
investors  who may have an interest in financing the Company and will advise the
Company with  respect to the proposed  structure,  terms and  conditions  of the
financing.  MCF will work with the Company to prepare a Confidential  Memorandum
describing the proposed  transaction and the  anticipated  use of proceeds.  MCF
will  clear any  potential  Investors  with the  Company,  obtain  Nondisclosure
Agreements and provide them with the Confidential  Memorandum.  MCF will prepare
the Company for investor visits, management presentations, responses to requests
for data and other  activities.  MCF will  assist the  Company in  managing  the
process of  negotiating  and  closing  the  financing,  including  the review of
proposals from potential financing sources,  the formulation and presentation of
counteroffers,  the transaction documentation and other closing activities.  The
Company is free,  at its sole  discretion,  to accept or reject the terms of any
proposed financing.

      b.  Merger  and  Acquisition  Advisory  Services.  MCF will  work with the
Company on a nonexclusive basis to evaluate potential Acquisition  Transactions,
and on an  exclusive  basis to evaluate  potential  Sale  Transactions.  We will
assess  the  proposed  structures  for the Sale  Transaction(s)  or  Acquisition
Transaction(s)  and will offer the Company  guidance in negotiating the terms of
the Sale  Transaction(s)  or  Acquisition  Transaction(s).  MCF will  assist the
Company in managing the process and closing the Sale  Transaction or Acquisition
Transaction,  including  formulating and presenting responses and counteroffers,
conducting due diligence, and documenting the Sale Transaction(s) or



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Trinity Learning, Inc.
March 16, 2004
Page 2


Acquisition Transactions. The Company will not be required to compensate MCF for
any  potential   Acquisition   Transactions  listed  in  Appendix  C  ("Excluded
Companies").

      2.  Information  Provided to MCF. In connection with our  engagement,  the
Company  has  agreed  to  furnish  to  MCF,  on a  timely  basis,  all  relevant
information  needed by MCF to perform under the terms of this agreement.  During
our engagement,  it may be necessary for us: to interview the management of, the
auditors for, and the consultants and advisors to, the Company; to rely (without
independent  verification)  upon data furnished to us by them; and to review any
financial and other reports relating to the business and financial  condition of
the Company as we may determine to be relevant under the circumstances.  In this
connection,  the Company will make  available to us such  information  as we may
request,  including  information  with  respect  to  the  assets,   liabilities,
earnings,  earning power, financial condition,  historical  performance,  future
prospects and financial  projections and the assumptions used in the development
of such  projections  of the Company.  We agree that all  nonpublic  information
obtained by us in connection  with our  engagement  will be held by us in strict
confidence  and will be used by us solely  for the  purpose  of  performing  our
obligations relating to our engagement.

      We do not assume any responsibility for, or with respect to, the accuracy,
completeness  or  fairness  of the  information  and data  supplied to us by the
Company or its  representatives.  In addition,  the Company acknowledges that we
will assume, without independent verification,  that all information supplied to
us with  respect  to the  Company  will be true,  correct  and  complete  in all
material respects and will not contain any untrue statements of material fact or
omit to state a material fact necessary to make the  information  supplied to us
not  misleading.  If at any time during the course of our engagement the Company
becomes  aware  of any  material  change  in any of the  information  previously
furnished to us, it will promptly advise us of the change.

      3. Scope of Engagement. The Company acknowledges that we will not make, or
arrange  for  others  to  make,  an  appraisal  of any  physical  assets  of the
acquisition  candidates,  Targets or the Company.  Nonetheless,  if we determine
after  review of the  information  furnished  to us that any such  appraisal  or
appraisals  are  necessary or  desirable,  we will so advise the Company and, if
approved by the Company in writing,  the costs incurred in connection  with such
appraisal(s) will be borne by the Company.

      MCF has been  engaged by the Company only in  connection  with the matters
described in this letter  agreement and for no other purpose.  We have not made,
and will assume no responsibility to make any  representation in connection with
our engagement as to any legal matter.  Except as specifically  provided in this
letter  agreement,  MCF shall not be required to render any advice or reports in
writing or to perform any other services.

      4. Term of  Engagement.  Our  representation,  for all matters  other than
Acquisition  Transactions,  are on an exclusive basis will continue for a period
of twelve (12) months from the date this letter  agreement is executed with MCF;
however either party may terminate the relationship at any time upon thirty days
written notice to the other party.  Notwithstanding the foregoing,  in the event
of  termination  or expiration of this  agreement,  MCF's  retainer and expenses
incurred will be payable in full and your  obligation  under  paragraph 5 to pay
any applicable Financing Completion Fee and M&A Completion Fee will continue for
the twelve (12) month period commencing with such termination or expiration, but
no Financing  Completion  Fee or M&A  Completion  Fee will be payable unless the
Company  has  provided  written  notice  under  section  1(a)  and  1(b) and the
Acquirer,  Target or  investor  (i) was  referred  to the  Company  directly  or
indirectly by MCF or (ii) engaged in discussions regarding the Sale Transaction,
Acquisition Transaction or the Capital Raising



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March 16, 2004
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Transaction  with the  Company or MCF  during  the period  that MCF acted as the
Company's exclusive financial advisor under this agreement (Tail Period).

      5. Fees and  Expenses.  Upon  execution  of this letter  agreement  by the
Company,  MCF will be paid a cash deposit of $5,000  ("Deposit")  against actual
out-of-pocket  expenses upon  execution of this letter  agreement and any unused
amounts of the Deposit will be returned to the Company  promptly  upon demand by
the  Company in writing.  Any  expenses  exceeding  the $5,000  Deposit  must be
approved in advance in writing by the Company;  any such approved  out-of-pocket
expenses in excess of the Deposit  shall be  promptly  reimbursed  to MCF by the
Company.

Performance-based compensation for our services will be as follows:

      a.    Capital Raising.

            (i)   Financing  Completion  Fee.  During the term of this Agreement
                  (and  thereafter as provided in Section 4 above),  at the time
                  the Capital  Raising  Transaction  closes,  MCF will be paid a
                  cash  Financing  Completion  Fee  equal  to 7.5% of the  total
                  amount of capital received by the Company from the sale of its
                  equity  securities  to Investors  introduced to the Company by
                  MCF or from other  investors  during the time period while MCF
                  is  acting  as the  Company's  financial  advisor  under  this
                  Agreement (the  "Investors").  No Financing  Completion Fee or
                  other  fee  shall  be  paid to MCF  with  respect  to  capital
                  received by the Company  after the end of the Tail Period (for
                  example,  with  respect to cash paid after the end of the Tail
                  Period  upon the  exercise  of  warrants  issued  in a Capital
                  Raising Transaction).

            (ii)  Warrants.  As part of the Financing  Completion  Fee, MCF will
                  receive  warrants to purchase  common stock in an amount equal
                  to 7.5% of the  number of shares  of common  stock (or  common
                  stock equivalents) purchased by Investors in a Capital Raising
                  Transaction  and that the Investors  obtain a right to acquire
                  through  purchase,  conversion,  or  exercise  of  convertible
                  securities   issued  by  the  Company  in  a  Capital  Raising
                  Transaction that closes during the term of this Agreement (and
                  thereafter as provided in Section 4 above).  The warrants will
                  be  immediately  exercisable  at the  higher  of the price per
                  share at which the  Investor  can acquire the common  stock or
                  the closing price of the Company's common stock as reported by
                  the appropriate  exchange on the date the transaction  closes,
                  adjusted  for  conversion,  stock  splits  or  other  dilutive
                  events. The warrants will also include piggyback  registration
                  rights, a net exercise provision, and will have a term of five
                  years  from  the   closing   date  of  the   Capital   Raising
                  Transaction.

      b.    Merger and Acquisition Advisory Services.

            (i)   If  an  Acquisition   Transaction   is  consummated   from  an
                  introduction  by MCF,  the  Company  will  pay MCF a cash  M&A
                  Completion Fee at the closing of the Transaction  equal to the
                  greater of $100,000 or the sum of:

                  a.    5.0% of the  total  Transaction  Value  (as  defined  in
                        Appendix A) up to $10 million; plus

                  b.    3.0% of the  total  Transaction  Value  (as  defined  in
                        Appendix A)  including  and in excess of $10 million but
                        less than $15 million; plus



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Trinity Learning, Inc.
March 16, 2004
Page 4


                  c.    2.0% of the  total  Transaction  Value  (as  defined  in
                        Appendix A) including and in excess of $15 million.

            (ii)  If a Sale Transaction is consummated, the Company will pay MCF
                  a  cash  M&A  Completion  Fee  at  the  closing  of  the  Sale
                  Transaction or Acquisition Transaction equal to the greater of
                  $250,000 or the sum of:

                  a.    5.0% of the  total  Transaction  Value  (as  defined  in
                        Appendix A) up to $10 million; plus

                  b.    3.0% of the  total  Transaction  Value  (as  defined  in
                        Appendix A)  including  and in excess of $10 million but
                        less than $15 million; plus

                  c.    2.0% of the  total  Transaction  Value  (as  defined  in
                        Appendix A) including and in excess of $15 million.

            (iii) If either a Sale  Transaction  or  Acquisition  Transaction is
                  consummated whereby,  directly or indirectly,  less than a 50%
                  interest in the Company or the Target,  as the case may be, or
                  any of its  securities,  business or assets is transferred for
                  consideration  or if a  Transaction  consisting  of a minority
                  investment;  the formation of a joint venture,  partnership or
                  other business entity,  entry into a strategic alliance,  such
                  as an agreement, relationship or arrangement involving supply,
                  distribution or sales  representation of products or services,
                  research and development,  technology or product  licensing or
                  similar  arrangement,  a fee shall be payable in cash upon the
                  occurrence  of such  event  equal  to 7.0% of the  Transaction
                  Value (as defined in Appendix A).

            (iv)  If a  Transaction  is  not  consummated  and  the  Company  is
                  entitled  to  receive a  "termination  fee,"  "break-up  fee,"
                  "topping fee," or other form of  compensation  payable in cash
                  or other assets,  including,  but not limited to, an option to
                  purchase   securities   from  another   company   (such  cash,
                  securities,  including  in the case of  options,  the right to
                  exercise such options or other assets hereinafter  referred to
                  as the  "Break-up  Fee) then the  Company  shall pay to MCF in
                  cash,  promptly  upon the  Company's  receipt of such Break-up
                  Fee, an amount equal to thirty  percent (30%) of such Break-up
                  Fee  received.  In the event that the  Break-up Fee is paid to
                  the Company in whole or in part in the form of  securities  or
                  other  assets,  the value of such  securities or other assets,
                  for purposes of calculating  our fee, shall be the fair market
                  value  thereof,  as the parties hereto shall mutually agree on
                  the day such  Break-up  Fee is paid to the  Company;  provided
                  that,  if  such  Break-up  Fee  includes  securities  with  an
                  existing  public  trading  market,  the value thereof shall be
                  determined by the last sales price for such  securities on the
                  last trading day thereof prior to such payment.




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Trinity Learning, Inc.
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Page 5


      6.  Indemnity  and  Contribution.  The parties agree to the terms of MCF's
standard indemnification  agreement,  which is attached hereto as Appendix B and
incorporated  herein by  reference.  The  provisions  of this  paragraph 6 shall
survive any termination of this Agreement.

      7. Other Business. If the Company is considering an offer of securities to
the public,  the Company  agrees to offer MCF the  opportunity to act as co-lead
underwriter/book  runner  with no less than 50%  economic  participation  in the
transaction. As compensation for any of the foregoing services, MCF will be paid
customary fees to be mutually agreed upon at the appropriate  time. The specific
terms of any such  additional  engagements  will be set forth in separate letter
agreements containing terms and conditions to be mutually agreed upon, including
without limitation appropriate indemnification provisions.

The Company further  understands  that if MCF is asked to act for the Company in
any  other  formal  additional  capacity  relating  to this  engagement  but not
specifically  addressed  in this  letter,  such as acting as an  underwriter  in
connection with the issuance of securities by the Company,  then such activities
shall constitute  separate  engagements and the terms and conditions of any such
additional  engagements  will  be  embodied  in one  or  more  separate  written
agreements,  containing  provisions  and  terms  to  be  mutually  agreed  upon,
including  without  limitation  appropriate   indemnification   provisions.  The
indemnity   provisions  in  Appendix  B  shall  apply  to  any  such  additional
engagements, unless superseded by an indemnity provision set forth in a separate
agreement  applicable to any such  additional  engagements,  and shall remain in
full force and effect regardless of any completion,  modification or termination
of MCF's engagement(s).

      8. Other MCF Activities.  MCF is a full service securities firm engaged in
securities  trading and brokerage  activities as well as investment  banking and
financial advisory services. In the ordinary course of our trading and brokerage
activities, MCF or its affiliates may hold positions, for its own account or the
accounts of customers, in equity, debt or other securities of the Company or any
other  company  that  may be  involved  in a  Sale  Transaction  or  Acquisition
Transaction.

      9. Compliance with Applicable Law. In connection with this engagement, the
Company and MCF will comply with all applicable federal,  provincial,  state and
foreign securities laws and other applicable laws.

      10. Independent Contractor. MCF is and at all times during the term hereof
will remain an  independent  contractor,  and nothing  contained  in this letter
agreement will create the relationship of employer and employee or principal and
agent as between the Company and MCF or any of its employees.  Without  limiting
the  generality of the  foregoing,  all final  decisions with respect to matters
about which MCF has  provided  services  hereunder  shall be solely those of the
Company,  and MCF shall have no liability relating thereto or arising therefrom.
MCF shall have no authority to bind or act for the Company in any respect. It is
understood  that MCF  responsibility  to the  Company is solely  contractual  in
nature and that MCF does not owe the Company,  or any other party, any fiduciary
duty as a result of its engagement.

      11.  Best  Efforts  Engagement  for  Capital  Raising.   It  is  expressly
understood and  acknowledged  that MCF's engagement for Capital Raising does not
constitute any commitment,  express or implied,  on the part of MCF or of any of
its  affiliates to purchase or place the Company's  securities or to provide any
type of financing and that any Capital  Raising  engagement will be conducted by
MCF on a "best  efforts"  basis.  It is further  understood  that MCF's services
hereunder  shall be subject to, among other things,  satisfactory  completion of
due diligence by MCF, market  conditions,  the absence of adverse changes to the
Company's business or



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financial  condition,  approval of MCF's internal  commitment  committee and any
other conditions that MCF may deem appropriate for placements of such nature.

      12. Successors and Assigns.  This letter agreement and all obligations and
benefits of the parties  hereto shall bind and shall inure to their  benefit and
that of their respective  successors and assigns. The indemnity and contribution
provisions  incorporated  into this letter agreement are for the express benefit
of the  officers,  directors,  employees,  consultants,  agents and  controlling
persons of MCF and their respective successors and assigns.

      13. Announcements.  The Company grants to MCF the right to place customary
announcement(s)   of  this   engagement  in  certain   newspapers  and  to  mail
announcement(s)  to persons and firms  selected by MCF, the whole subject to the
Company's prior approval and all costs of such  announcement(s) will be borne by
MCF.

      14.   Arbitration.   Any  dispute  between  the  parties   concerning  the
interpretation,  validity or performance of this letter  agreement or any of its
terms and provisions  shall be submitted to binding  arbitration in the Province
of  Quebec  before  an  arbitrator  selected  by the  parties  hereto,  and  the
prevailing party in such arbitration shall have the right to have any award made
by the arbitrators confirmed by a court of competent jurisdiction.

      15. General Provisions.  No purported waiver or modification of any of the
terms of this letter  agreement  will be valid unless made in writing and signed
by the parties hereto.  Section  headings used in this letter  agreement are for
convenience  only, are not a part of this letter  agreement and will not be used
in construing any of the terms hereof.  This letter  agreement  constitutes  and
embodies the entire  understanding  and agreement of the parties hereto relating
to  the  subject   matter  hereof,   and  there  are  no  other   agreements  or
understandings,  written or oral, in effect between the parties  relating to the
subject matter hereof. No  representation,  promise,  inducement or statement of
intention has been made by either of the parties  hereto which is to be embodied
in this letter  agreement,  and none of the parties  hereto shall be bound by or
liable for any alleged  representation,  promise,  inducement  or  statement  of
intention,  not so set forth herein. No provision of this letter agreement shall
be  construed in favor of or against  either of the parties  hereto by reason of
the extent to which  either of the  parties or its counsel  participated  in the
drafting hereof. If any provision of this letter agreement is held by a court of
competent  jurisdiction to be invalid,  illegal or unenforceable,  the remaining
provisions hereof shall in no way be affected and shall remain in full force and
effect. In case of any litigation or arbitration between the parties hereto, the
prevailing  party shall be entitled to its  reasonable  legal fees.  This letter
agreement  is made and entered in the  Province of Quebec,  and the laws of that
province  relating to contracts  made in, and to be  performed  entirely in, the
province shall govern the validity and the  interpretation  hereof.  This letter
agreement  may be  executed  in any  number  of  counterparts  and by  facsimile
signature.




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Page 7


      If the foregoing correctly sets forth your understanding of our agreement,
please sign the enclosed copy of this letter and return it to MCF,  whereupon it
shall constitute a binding agreement between us.

                                   Very truly yours,

                                   MERRIMAN CURHAN FORD & CO.


                                   By: ____________________________
                                       Gregory S. Curhan
                                       President


      The  undersigned  hereby  accepts,  agrees  to and  becomes  party  to the
foregoing letter agreement, effective as of the date first written above.

Trinity Learning, INC.


By: _______________________________
    Doug Cole
    President & CEO





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                  APPENDIX A--DEFINITION OF TRANSACTION VALUE

In the context of this Agreement,  "Transaction Value" means the aggregate value
of all  cash,  cash  equivalents,  securities,  and any other  forms of  payment
received  or to be  received,  directly  or  indirectly,  by the  Company or the
Target,  as the case may be, and its share,  option,  warrant  and debt  holders
including, without limitation payments for stock or assets sold, funds loaned to
the Company or the Target, prepaid royalties,  advances against sales, licensing
agreements,  reimbursed NRE  (non-recurring  engineering)  and any and all other
payments that may be construed as advanced  payments for products or services to
be delivered in the future. In addition, the Transaction Value shall include (A)
the aggregate amount of any dividends or other distributions to the shareholders
of the Company or the Target  following the date of this  Agreement,  other than
normal recurring cash dividends in amounts not materially greater than currently
paid; (B) the net value of any current assets of the Company or the Target (such
as accounts  receivable) not sold by the Company or the Target; and (C) the fair
market  value at the time of payment of the fees of (i) any of the  Company's or
the  Target's  consolidated  debt  (both  long-term  and  short-term,  including
capitalized  leases)  outstanding,  assumed or  refinanced  at the closing or in
anticipation of a Sale Transaction or Acquisition  Transaction,  as the case may
be; (ii) all options,  warrants,  stock  purchase  rights or stock  appreciation
rights, whether or not vested, purchased or assumed by an Acquirer in connection
with  a  Transaction;   (iii)  all  employment  contracts,   service  contracts,
non-competition  agreements and pension  liabilities  or other employee  benefit
plan  liabilities  assumed  or  entered  into  by or  with  an  Acquirer  or its
affiliates or the Target or its affiliates in connection with a Sale Transaction
or Acquisition Transaction, as the case may be.

If part or all of the  Transaction  Value in a Sale  Transaction  or Acquisition
Transaction is  represented by securities,  the value thereof for the purpose of
computing the fees shall be determined as follows:

      (i) For securities  which are publicly traded prior to the consummation of
such  transaction,  the average last sale price for such  securities for the ten
trading days prior to the consummation of such transaction;

      (ii) For newly-issued,  publicly-traded  securities, the average last sale
price for such securities for ten trading days subsequent to the consummation of
such  transaction,  with such  portion of the fees being  payable  the  eleventh
trading day subsequent to the consummation of such transaction; and

      (iii) For securities for which no market exists,  the mutual  agreement of
the Company and MCF as determined prior to the closing of such transaction.

If part or all of the  Transaction  Value is contingent  upon the  occurrence of
some future  event (e.g.  the  realization  of earnings  projections),  then for
purpose of the  calculation  of the fees, the future event will be estimated and
discounted to its present value using the Bank of America  reference rate as the
discount rate and the base case projections presented to the Acquirer for a Sale
Transaction or the Company for an Acquisition Transaction.

If part or all of the  Transaction  Value  is  fixed  amounts  of cash or  other
consideration   payable   in  the   future,   including   any   non-competition,
consultation,  or similar  payments,  then the  calculation  of the fees will be
based on the present value of those payments  discounted using Bank of America's
reference rate as the discount rate.



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                     APPENDIX B--INDEMNIFICATION AGREEMENT

The  Company  agrees  to  indemnify  and  hold  harmless  MCF and its  officers,
directors,  employees,  consultants,  attorneys,  agents and controlling persons
(within the meaning of Section 15 of the Securities Act of 1933, as amended,  or
Section 20 of the  Securities  Exchange Act of 1934,  as amended)  (MCF and each
such other persons are  collectively  and  individually  referred to below as an
"Indemnified Party") from and against any and all loss, claim, damage, liability
and expense whatsoever, as incurred,  including, without limitation,  reasonable
costs of any  investigation,  legal  and other  fees and  expenses  incurred  in
connection  with,  and any amounts paid in  settlement  of, any action,  suit or
proceeding  or any claim  asserted,  to which the  Indemnified  Party may become
subject under any applicable federal or state law (whether in tort,  contract or
on any  other  basis)  or  otherwise,  and  related  to the  performance  by the
Indemnified Party of the services contemplated by this letter agreement and will
reimburse  the  Indemnified  Party for all  expenses  (including  legal fees and
expenses)  as they  are  incurred  in  connection  with  the  investigation  of,
preparation  for or defense of any pending or threatened  claim or any action or
proceeding  arising  therefrom,  whether or not the Indemnified Party is a party
and whether or not such claim,  action or  proceeding is initiated or brought by
the Company. The Company will not be liable under the foregoing  indemnification
provision to the extent that any loss,  claim,  damage,  liability or expense is
found in a final  judgment  by a court or  arbitrator,  not subject to appeal or
further appeal, to have resulted from the Indemnified Party's bad faith, willful
misconduct  or gross  negligence.  The Company also agrees that the  Indemnified
Party shall have no liability (whether direct or indirect, in contract,  tort or
otherwise) to the Company  related to, or arising out of, the  engagement of the
Indemnified  Party pursuant to, or the performance by the  Indemnified  Party of
the services  contemplated  by, this letter  agreement except to the extent that
any loss, claim, damage,  liability or expense is found in a final judgment by a
court or arbitrator,  not subject to appeal or further appeal,  to have resulted
from the Indemnified party's bad faith, willful misconduct or gross negligence.

If the indemnity  provided above shall be  unenforceable  or unavailable for any
reason whatsoever,  the Company, its successors and assigns, and the Indemnified
Party shall  contribute to all such losses,  claims,  damages,  liabilities  and
expenses (including,  without limitation, all costs of any investigation,  legal
or other fees and expenses  incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted) (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company  and MCF  under  the  terms  of  this  letter  agreement  or (ii) if the
allocation  provided  for by clause (i) of this  sentence  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits referred to in clause (i), but also the relative fault of the
Company and MCF in connection with the matter(s) as to which  contribution is to
be made. The relative  benefits  received by the Company and MCF shall be deemed
to be in the same  proportion as the fee the Company  actually pays to MCF bears
to the total value of the consideration paid or to be paid to the Company and/or
the  Company's   shareholders  in  the  Capital  Raising   Transaction  or  Sale
Transaction,  as the case may be, or the Target in an  Acquisition  Transaction.
The relative  fault of the Company and MCF shall be  determined by reference to,
among other things,  whether any untrue or alleged untrue  statement of material
fact or  omission  or  alleged  omission  to state a  material  fact  relates to
information  supplied  by the  Company  or by MCF and the  Company's  and  MCF's
relative  intent,  knowledge,  access to information and opportunity to correct.
The Company and MCF agree that it would not be just or equitable if contribution
pursuant to this  paragraph  were  determined  by pro rata  allocation or by any
other  method of  allocation  which does not take into account  these  equitable
considerations.  Notwithstanding the foregoing,  to the extent permitted by law,
in no event shall the Indemnified Party's share of such losses, claims, damages,
liabilities and expenses exceed, in the aggregate,  the fee actually paid to the
Indemnified Party by the Company.

The  Indemnified  Party will give  prompt  written  notice to the Company of any
claim for  which it seeks  indemnification  hereunder,  but the  omission  to so
notify the Company will not relieve the Company from any



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          601 MONTGOMERY STREET, SUITE 1800 -- SAN FRANCISCO, CA 94111
                    (415) 248-5600 MAIN -- (415) 248-5692 FAX

<PAGE>

Trinity Learning, Inc.
March 16, 2004
Page 10


liability  which it may otherwise have  hereunder  except to the extent that the
Company is damaged or  prejudiced  by such omission or from any liability it may
have  other  than under this  Appendix  B. The  Company  shall have the right to
assume the defense of any claim,  lawsuit or action  (collectively  an "action")
for which the Indemnified Party seeks indemnification hereunder,  subject to the
provisions stated herein with counsel reasonably satisfactory to the Indemnified
Party. After notice from the Company to the Indemnified Party of its election so
to  assume  the  defense  thereof,  and so  long  as the  Company  performs  its
obligations  pursuant to such  election,  the Company  will not be liable to the
Indemnified Party for any legal or other expenses  subsequently  incurred by the
Indemnified  Party in connection  with the defense thereof other than reasonable
costs of  investigation.  The  Indemnified  Party shall have the right to employ
separate counsel in any such action and to participate in the defense thereof at
its own expense;  provided,  however,  that the reasonable  fees and expenses of
such counsel  shall be at the expense of the Company if the named parties to any
such action (including any impleaded parties) include both the Indemnified Party
and the Company and the Indemnified Party shall have reasonably concluded, based
on  advice  of  counsel,  that  there  may be legal  defenses  available  to the
Indemnified  Party which are  different  from,  or in conflict  with,  any legal
defenses which may be available to the Company (in which event the Company shall
not have the  right to  assume  the  defense  of such  action  on  behalf of the
Indemnified Party, it being understood,  however,  that the Company shall not be
liable for the  reasonable  fees and expenses of more than one separate  firm of
attorneys for all Indemnified  Parties in each  jurisdiction in which counsel is
needed). Despite the foregoing, the Indemnified Party shall not settle any claim
without the prior written  approval of the Company,  which approval shall not be
unreasonably  withheld, so long as the Company is not in material breach of this
Appendix  B. Also,  each  Indemnified  Party  shall make  reasonable  efforts to
mitigate  its  losses  and  liabilities.  In  addition  to the  Company's  other
obligations hereunder and without limitation, the Company agrees to pay monthly,
upon receipt of itemized statements  therefor,  all reasonable fees and expenses
of counsel  incurred by an Indemnified  Party in defending any claim of the type
set forth in the preceding  paragraphs or in producing  documents,  assisting in
answering  any  interrogatories,  giving any  deposition  testimony or otherwise
becoming  involved  in any  action  or  response  to any claim  relating  to the
engagement referred to herein, or any of the matters enumerated in the preceding
paragraphs,  whether or not any claim is made against an Indemnified Party or an
Indemnified Party is named as a party to any such action.




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          601 MONTGOMERY STREET, SUITE 1800 -- SAN FRANCISCO, CA 94111
                    (415) 248-5600 MAIN -- (415) 248-5692 FAX