EXHIBIT 10.76


                            TN Capital Equities, Ltd.
                                 A subsidiary of
                        TerraNova Capital Partners, Inc.
                         14 East 60th Street, Suite 701
                               New York, NY 10022
                                  212-355-6755
                                Fax 212-355-6727


CONFIDENTIAL
------------


July 8, 2004


Mr. Doug Cole
Chief Executive Officer
Trinity Learning Corporation
1831 Second Street
Berkeley, CA94710


Dear Mr. Cole:

The purpose of this Letter  Agreement is to confirm the engagement of TN Capital
Equities,  Ltd. ("TN  Capital") to act as a  non-exclusive  placement  agent for
Trinity Learning Corporation (together with its affiliates and subsidiaries, the
"Company") in  connection  with a potential  Transaction  with the Oceanus Value
Fund ("the Introduced  Investor").  For purposes hereof, the "Transaction" shall
mean a private  placement  of the  Company's  debt  securities  which TN Capital
places with the Introduced Investor pursuant to the terms of this Agreement. The
terms of such  offering  shall be as  agreed  to  between  the  Company  and the
Introduced Investor.

1.   As compensation  for TN Capital's  services  hereunder,  the Company hereby
     agrees  to  pay TN  Capital  (or to its  designees  as it  pertains  to the
     warrants) the following fee:

     a.   A cash fee equal to four  percent  (4.0%) of the gross amount of funds
          committed to the Company by the Introduced Investor,  also referred to
          as the  Investment  Amount in the Introduced  Investor's  proposal and
          final  documentation,  payable  immediately  upon  consummation of the
          Transaction  through the escrow account established for the purpose of
          the Transaction.

     b.   A number of warrants  exercisable  for shares of the Company's  Common
          Stock (the  "Warrant  Shares"),  whose  dollar value shall be equal to
          five  percent  (5.0%) of the gross  amount of funds  committed  to the
          Company by the Introduced Investor, also referred to as the Investment
          Amount in the Introduced  Investor's proposal and final documentation,
          at an exercise price equal to one dollar ($1.00).


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          The  Warrants  shall have a term of five years from the Closing  Date,
          shall provide for "piggyback"  registration  rights for the underlying
          shares of common stock (whose  registration shall remain in effect for
          a period of five years from the date of  exercise),  shall provide for
          cashless exercise, and shall provide for antidilution  protections for
          stock  splits,  reclassifications  and  stock  combinations  that will
          ensure  uniform  dilution to all  securityholders.  The Warrant Shares
          shall be delivered to TN Capital (or to its  designees)  within thirty
          (30) days after the Closing and shall have registration  rights on the
          same  terms  and  conditions  as  those  provided  to  the  Introduced
          Investor, if any.

     c.   In the event that the Company  issues and sells any new or  additional
          debt  securities  to the  Introduced  Investor  at any time  within 18
          months after the  expiration or  termination  of this  Agreement,  the
          Company shall pay the above-defined fees with respect to such issuance
          and sale immediately upon consummation of any such sale.

     d.   The  Company  agrees to pay TN Capital  for  reasonable  out-of-pocket
          expenses  pre-approved  by  the  Company  and  supported  by  invoices
          incurred  by TN  Capital in  connection  with the  performance  of the
          Services.

2.   The term of TN  Capital's  engagement  as  placement  agent to the Company,
     relative to the investor named above, shall commence on the date hereof and
     shall  continue for thirty (30) days after the date hereof.  The Term shall
     automatically  renew for two (2) additional thirty (30) day periods,  for a
     maximum  total term of ninety  (90) days,  unless TN Capital is notified in
     writing by the Company  prior to the  expiration  of any  thirty-day  term;
     provided however that no such termination shall affect the  indemnification
     and  confidentiality  obligations  of the Company  and TN Capital,  nor the
     right of TN Capital  to receive  any fees  payable  hereunder  or fees that
     accrued prior to such expiration or termination.

3.   This Agreement may be terminated prior to the expiration of the term hereof
     by (i) notice by the  Company to TN Capital as  provided in Section 2 above
     or (ii) by a written  agreement signed by both parties hereto. In addition,
     either party may  terminate  this  Agreement at any time if the other party
     breaches any term or defaults in the  performance of any of its obligations
     under this  Agreement  and the breach or default  continues for a period of
     fifteen days after  written  notice from the other party.  Sections 4 and 5
     shall survive the expiration or prior termination of this Agreement.

4.   Indemnification:

     a.   To the  fullest  extent  permitted  by  law,  the  Company  agrees  to
          indemnify TN Capital and its directors,  officers,  employees,  agents
          and  controlling  persons  (TN  Capital  and such  other  persons  and
          entities  each  being an  "Indemnified  Party"  for  purposes  of this
          section)  from  and  against  any and  all  losses,  claims,  damages,
          liabilities, costs and expenses (collectively,  "damages") as the same
          are incurred  (including,  without  limitation,  any actual,  legal or
          other expenses  reasonably  incurred in connection with investigation,
          preparing to defend or defending


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          against any action, claim, suit or proceeding commenced or threatened,
          or in appearing or preparing for pretrial proceedings) which arise out
          of the sale of securities to the  Introduced  Investor,  provided that
          the  Company  shall not be liable for any  damages to the extent  they
          arise  from  the  bad  faith,  willful  misconduct,   negligence,   or
          recklessness of the Indemnified  Party, and provided further that such
          Indemnified Party agrees to refund such reimbursed  expenses if and to
          the extent it is finally  judicially  determined that such Indemnified
          Party is not entitled to  indemnification.  The Company shall not have
          any  indemnification  obligations  for,  from,  or with respect to any
          settlement of any claim effected  without its written  consent,  which
          consent shall not be unreasonably withheld or delayed.

     b.   To the fullest extent permitted by law, TN Capital agrees to indemnify
          and hold harmless the Company, and its respective partners, employees,
          agents,  representatives,   directors,  stockholders  and  controlling
          persons  from  and  against  any  and  all  losses,  claims,  damages,
          liabilities,  costs and  expenses,  arising  out of or based  upon any
          claims (i) relating to any untrue  statement of a material fact or the
          omission to state a material  fact  necessary to make a statement  not
          misleading made by TN Capital to an Introduced Investor, (ii) relating
          to any violation or alleged  violation by TN Capital of the provisions
          of Rule  502(c) of  Regulation  D of the  Securities  Act of 1933,  as
          amended,  (iii) relating to any violation or alleged  violation by the
          TN Capital of Section 15(a) of the Securities Exchange Act of 1934, as
          amended,  (iv) for services in the nature of a finder's or origination
          fee with  respect to the sale of the  securities  contemplated  hereby
          (and all actions, suits, proceedings or claims in respect thereof) and
          any  legal  or  other  expenses  in  giving  testimony  or  furnishing
          documents in response to a subpoena or otherwise  (including,  without
          limitation, the cost of investigating, preparing or defending any such
          action,  suit,  proceeding or claim, whether or not in connection with
          any  action,  suit,  proceeding  or claim in which TN  Capital  or the
          Company is a party),  as and when  incurred,  directly or  indirectly,
          caused by,  relating  to,  based upon or arising  out of TN  Capital's
          actions. Notwithstanding the foregoing, TN Capital shall not be liable
          for any damages to the extent  they arise from the bad faith,  willful
          misconduct,  negligence,  or  recklessness  of the  Company,  and  the
          Company agrees to refund such reimbursed expenses if and to the extent
          it is finally  judicially  determined that the Company is not entitled
          to indemnification.  TN Capital shall not be liable for any settlement
          of any claim effected without its written consent, which consent shall
          not be unreasonably withheld or delayed.

5.   The Company recognizes and confirms that TN Capital,  in acting pursuant to
     this engagement, will be using information in reports and other information
     provided by others, including, without limitation,  information provided by
     or on  behalf  of  the  Company,  and  that  TN  Capital  does  not  assume
     responsibility for and may rely, without independent  verification,  on the
     accuracy and completeness of any such reports and information.  The Company
     hereby  warrants  that any  information  relating  to the  Company  that is
     furnished  to TN  Capital  by or on  behalf  of the  Company  will be fair,
     accurate  and  complete in all  material  respects and will not contain any
     material  omissions or  misstatements  of fact. The Company agrees that any
     information or advice rendered


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     by TN Capital or its  representatives in connection with this engagement is
     for  the  confidential  use of the  Company  only  in its  evaluation  of a
     Transaction and, except as otherwise  required by law, the Company will not
     and will not permit any third party to disclose or otherwise  refer to such
     advice or information in any manner without TN Capital's written consent.

6.   TN Capital  agrees that it and its  affiliates  and  personnel (i) have not
     made  and  shall  not  make  any  general  solicitation,  announcement,  or
     advertisement in connection with its services hereunder; (ii) have not made
     and shall not make any  recommendation  in  regard  to the  Company  or the
     purchase  or sale of the  Company's  securities,  whether to an  Introduced
     Investor or any other  person;  (iii) have not taken and shall not take any
     other action,  or permitted or will permit any  inaction,  that would cause
     the Company's issuance and sale of securities to the Introduced Investor or
     any other  person to fail to  qualify  for the  exemption  from  securities
     registration  afforded by the provisions of Regulation D promulgated  under
     the Securities Act of 1933, as amended;  or (iv) provided to the Introduced
     Investor or any other person any non-public  information  about the Company
     or its securities.

7.   This Agreement (a) shall be governed by and construed in,  accordance  with
     the laws of the  State  of New  York  regardless  of the  laws  that  might
     otherwise govern under  applicable  principles of conflicts of law thereof,
     (b)  incorporates  the entire  understanding of the parties with respect to
     the subject  matter hereto and supersedes  all previous  agreements  should
     they exist with respect thereto,  (c) may not be amended or modified except
     in a  writing  executed  by the  Company  and TN  Capital  and (d) shall be
     binding and inure to the  benefit of the  Company,  TN  Capital,  and other
     Indemnified  Parties  and their  respective  successors  and  assigns.  The
     Company  acknowledges  that TN Capital in  connection  with its  engagement
     hereunder is acting as  independent  contractor  with duties  solely to the
     Company and that  nothing in this  agreement is intended to confer upon any
     other person any rights or remedies hereunder or by reason hereof.



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This Agreement may be executed in two or more counterparts,  each of which shall
be deemed to be an original,  but all of which shall constitute one and the same
agreement.  Please  confirm  that  the  foregoing  is in  accordance  with  your
understanding or our agreement by signing and returning to a copy of this Letter
Agreement.



Sincerely,

Accepted and agreed to as of the date set forth above:



TN Capital Equities, Ltd.                 Trinity Learning Corporation


By:_____________________________          By:_______________________________
   John Steinmetz                            Doug Cole
   President                                 Chief Executive Officer




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