EXHIBIT 10.74


THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY,  THE "LAWS"). THE
SECURITIES  MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED  OR ASSIGNED IN THE
ABSENCE OF EITHER (I) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES
UNDER THE APPLICABLE  LAWS OR (II) AN OPINION OF COUNSEL IN FORM,  SUBSTANCE AND
SCOPE REASONABLY  ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE APPLICABLE LAWS.


                          TRINITY LEARNING CORPORATION

                        WARRANT TO PURCHASE COMMON STOCK

              Warrant No. 1                   Number of Shares: 125,000

                         Date of Issuance: July 29, 2004

     Trinity Learning  Corporation,  a Utah corporation (the "Company"),  hereby
certifies  that,  for value  received,  Oceanus Value Fund,  L.P., and permitted
assigns,  the registered holder hereof ("Holder"),  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant to Purchase  Common  Stock (the  "Warrant"),  at any time after the date
hereof, but not after 5:00 P.M. New York time on the Expiration Date (as defined
herein) 125,000 fully paid and nonassessable  shares of Common Stock (as defined
herein) of the Company  (each a "Warrant  Share" and  collectively  the "Warrant
Shares") at a purchase price (the "Warrant  Exercise Price") equal to One Dollar
($1.00) per share.  The Warrant  Exercise Price shall be paid in lawful money of
the United States.  Both the number of Warrant Shares purchasable  hereunder and
the Warrant  Exercise  Price are subject to  adjustment as provided in Section 9
below.

     Section 1. Definitions.

     (a) The  following  terms used in this  Warrant  shall  have the  following
meanings:

     "Common  Stock" means (i) the  Company's no par value common stock and (ii)
any capital  stock into which such Common  Stock shall have been  changed or any
capital stock resulting from a reclassification of such Common Stock.

     "Expiration  Date"  means the date which is five (5) years from the date of
this Warrant or, if such date falls on a Saturday,  Sunday or other day on which
banks are  required  or  authorized  to be closed in the City of New York or the
State of New York (a "Holiday"), the next preceding date that is not a Holiday.


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     "Market Price" means the average of the closing stock prices for the Common
Stock for the ten (10)  trading  days  immediately  prior to the date on which a
Notice of Exercise is delivered  to the  Company,  as quoted on the OTC Bulletin
Board or such national  securities  exchange or other market on which the Common
Stock may then be listed or quoted.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities   Purchase   Agreement"  shall  mean  the  Securities  Purchase
Agreement  between the Holder (or its  predecessor  in interest) and the Company
for the  purchase of this  Warrant and the other  Securities  (as defined in the
Securities Purchase Agreement).

     (b) Other definitional provisions:

     (i) Except as otherwise  specified herein, all references herein (A) to the
Company  shall be deemed to  include  the  Company's  successors  and (B) to any
applicable law shall be deemed references to such applicable law as the same may
be amended or supplemented from time to time.

     (ii) When used in this Warrant,  unless otherwise specified in a particular
instance,  the words "herein,"  "hereof," and  "hereunder," and words of similar
import,  shall refer to this Warrant as a whole and not to any provision of this
Warrant,  and the words  "Section" and "Exhibit" shall refer to Sections of, and
Exhibits to, this Warrant unless otherwise specified.

     (iii)  Whenever the context so  requires,  the neuter  gender  includes the
masculine or feminine,  and the singular  number  includes the plural,  and vice
versa.

     (iv) When used in this Warrant, "transfer" shall include any disposition of
this Warrant or any Warrant Shares, or of any interest in either thereof,  which
would  constitute a sale  thereof  within the meaning of the  Securities  Act or
applicable state securities laws.

     Section 2. Exercise of Warrant.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the Holder,  as a whole or in part (except that this Warrant  shall
not be exercisable as to a fractional share), at any time prior to 5:00 p.m. New
York time on the Expiration  Date. The rights  represented by this Warrant shall
be  exercised  by the  Holder by (i)  delivery  of a written  notice in the form
attached  hereto (a "Notice of Exercise")  of the Holder's  election to exercise
this  Warrant,  which  notice shall  specify the number of Warrant  Shares to be
purchased,  (ii)  payment  to the  Company  of an  amount  equal to the  Warrant
Exercise  Price  multiplied  by the  number  of  Warrant  Shares as to which the
Warrant is being exercised,  plus any applicable  issuance or transfer taxes, in
immediately available funds (either by wire transfer or a certified or cashier's
check drawn on a United  States bank) and (iii) the  surrender of this  Warrant,
properly  endorsed,  at the  principal  office of the  Company (or at such other
agency or office of the Company as the Company  may  designate  by notice to the
Holder).

     (b) In addition, and notwithstanding  anything to the contrary contained in
this  Warrant,  at such time as (i) there is a Market  Price and (ii) the Market
Price per share of the Common Stock  exceeds the Warrant  Exercise  Price,  this
Warrant may be exercised by presentation and surrender of


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<PAGE>

this  Warrant  to the  Company  in a  cashless  exercise,  including  a  written
calculation  of the number of Warrant  Shares to be issued upon such exercise in
accordance  with the terms  hereof (a  "Cashless  Exercise").  In the event of a
Cashless  Exercise,  in lieu of paying the Warrant  Exercise  Price,  the Holder
shall  surrender  this  Warrant  for,  and the  Company  shall  issue in respect
thereof,  the number of Warrant Shares  determined by multiplying  the number of
Warrant  Shares to which the Holder  would  otherwise be entitled by a fraction,
the numerator of which shall be determined by subtracting  the Warrant  Exercise
Price from the then  current  Market  Price per share of Common  Stock,  and the
denominator  of which shall be the then current Market Price per share of Common
Stock.

     (c) Any  Warrant  Shares  shall be deemed  to be  issued  to the  Holder or
Holder's designee, as the record owner of such Warrant Shares, as of the date on
which this Warrant shall have been surrendered, the completed Notice of Exercise
shall have been  delivered,  and  payment  (or notice of an election to effect a
Cashless  Exercise)  shall have been made for such  Warrant  Shares as set forth
above,  irrespective of the date of delivery of such share  certificate,  except
that,  if the date of such  surrender  and  payment  is a date  when  the  stock
transfer books of the Company are properly  closed,  such person shall be deemed
to have become the holder of such  Warrant  Shares at the opening of business on
the next  succeeding  date on which the stock  transfer books are open. For each
exercise  of the rights  represented  by this  Warrant in  compliance  with this
Section 2, a certificate  or  certificates  for the Warrant Shares so purchased,
registered in the name of, or as directed by, the Holder, shall be delivered to,
or as directed by, the Holder  within three (3) business  days after such rights
shall have been so exercised.

     (d)  Unless  this  Warrant  shall  have  expired  or shall  have been fully
exercised,  the Company  shall issue a new Warrant  identical in all respects to
the Warrant  exercised  except that it shall  represent  rights to purchase  the
number of Warrant Shares  purchasable  immediately  prior to such exercise under
the Warrant  exercised,  less the number of Warrant Shares with respect to which
such Warrant is exercised (or, in the case of a Cashless Exercise, the number of
shares to which the Holder would otherwise have been entitled).

     (e) In the case of any dispute  with  respect to an  exercise,  the Company
shall  promptly  issue such  number of  Warrant  Shares as are not  disputed  in
accordance  with this  Section.  If such  dispute  only  involves  the number of
Warrant Shares receivable by the Holder under a Cashless  Exercise,  the Company
shall submit the disputed  calculations  to an  independent  accounting  firm of
national  standing via facsimile  within two (2) business days of receipt of the
Notice of Exercise.  The accountant shall review the calculations and notify the
Company and the Holder of the results no later than two (2)  business  days from
the date it receives the disputed  calculations.  The  accountant's  calculation
shall be deemed  conclusive  absent manifest error. The Company shall then issue
the  appropriate  number  of  shares of  Common  Stock in  accordance  with this
Section.

     Section 3. Covenants as to Common Stock.  The Company  covenants and agrees
that all  Warrant  Shares  which may be issued  upon the  exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and  nonassessable.  The Company  further  covenants  and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have  authorized  and reserved a sufficient  number of
shares  of  Common  Stock  to  provide  for  the  exercise  of the  rights  then
represented by this Warrant


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<PAGE>

and that the par value of said shares will at all times be less than or equal to
the applicable Warrant Exercise Price.

     Section 4. Taxes. The Company shall not be required to pay any tax or taxes
attributable  to the  initial  issuance of the  Warrant  Shares or any  transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Holder or any permitted transferee of this Warrant.

     Section  5.  Warrant  Holder Not  Deemed a  Stockholder.  No Holder of this
Warrant,  as such,  shall be entitled to vote or receive  dividends or be deemed
the  holder  of shares  of the  Company  for any  purpose,  nor  shall  anything
contained in this Warrant be construed to confer upon the Holder,  as such,  any
of the rights of a  stockholder  of the  Company  or any right to vote,  give or
withhold consent to any corporate action (whether any  reorganization,  issuance
of  stock,  reclassification  of stock,  consolidation,  merger,  conveyance  or
otherwise),  receive  notice of  meetings,  receive  dividends  or  subscription
rights, or otherwise,  prior to the issuance to the Holder of the Warrant Shares
which the Holder is then  entitled  to  receive  upon the due  exercise  of this
Warrant. Notwithstanding the foregoing, the Company will provide the Holder with
copies of the same notices and other  information  given to the  stockholders of
the  Company  generally,  contemporaneously  with the  delivery  thereof  to the
stockholders.

     Section 6. No Limitation on Corporate Action. No provisions of this Warrant
and no right or option  granted or conferred  hereunder  shall in any way limit,
affect or abridge the exercise by the Company of any of its corporate  rights or
powers to  recapitalize,  amend its  Certificate of  Incorporation,  reorganize,
consolidate or merge with or into another corporation, or to transfer all or any
part of its property or assets,  or the  exercise of any other of its  corporate
rights and powers.

     Section 7.  Representations of Holder. By the acceptance hereof, the Holder
represents  that the Holder is acquiring this Warrant and the Warrant Shares for
the Holder's own account for  investment  and not with a view to, or for sale in
connection with, any distribution hereof or of any of the shares of Common Stock
or other securities  issuable upon the exercise hereof, and not with any present
intention of  distributing  any of the same. The Holder further  represents,  by
acceptance hereof, that, as of this date, the Holder is an "accredited investor"
as such term is  defined  in Rule  501(a) of  Regulation  D  promulgated  by the
Securities and Exchange  Commission  under the Securities  Act. Upon exercise of
this  Warrant,  the Holder  shall,  if  requested  by the  Company,  confirm the
foregoing  representations in writing, in a form satisfactory to the Company. If
the Holder  cannot make such  representations  because  they would be  factually
incorrect,  it shall be a condition to the Holder's exercise of the Warrant that
the  Company  receive  such  other  representations  as  the  Company  considers
reasonably  necessary to assure the Company that the issuance of its  securities
upon exercise of the Warrant  shall not violate any federal or state  securities
laws.

     Section 8. Restrictions on Transfer.  The Holder  understands that (i) this
Warrant and the Warrant Shares have not been and are not being  registered under
the Securities Act or any state  securities laws (other than as described in the
Securities Purchase Agreement),  and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently  registered thereunder or (B) pursuant to
an exemption from such registration,  and (ii) neither the Company nor any other
person


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is under any obligation to register such securities  (other than as described in
the  Securities  Purchase  Agreement)  under  the  Securities  Act or any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder.

     Section 9. Adjustments.

     (a) Reclassification and Reorganization.  In case of any  reclassification,
capital  reorganization  or other  change of  outstanding  shares of the  Common
Stock,  or in case of any  consolidation  or merger of the Company  with or into
another  corporation  (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification,
capital  reorganization or other change of outstanding  shares of Common Stock),
the Company shall cause effective  provision to be made so that the Holder shall
have the right thereafter,  by exercising this Warrant, to purchase the kind and
number of shares  of stock or other  securities  or  property  (including  cash)
receivable upon such  reclassification,  capital reorganization or other change,
consolidation or merger by a holder of the number of shares of Common Stock that
could have been purchased upon exercise of the Warrant immediately prior to such
reclassification,  capital  reorganization  or other  change,  consolidation  or
merger. Any such provision shall include provision for adjustments that shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Section 9. The foregoing  provisions  shall  similarly  apply to successive
reclassifications,  capital  reorganizations  and other  changes of  outstanding
shares of Common  Stock and to  successive  consolidations  or  mergers.  If the
consideration  received by the holders of Common  Stock is other than cash,  the
value shall be as determined by the Board of Directors of the Company  acting in
good faith.

     (b) Dividends and Stock Splits.  If and whenever the Company shall effect a
stock dividend, a stock split, a stock combination,  or a reverse stock split of
the Common Stock,  the number of Warrant  Shares  purchasable  hereunder and the
Warrant  Exercise  Price  shall  be  proportionately   adjusted  in  the  manner
determined by the Company's Board of Directors  acting in good faith. The number
of shares, as so adjusted, shall be rounded down to the nearest whole number and
the Warrant Exercise Price shall be rounded to the nearest cent.

     Section 10. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is  lost,   stolen  or  destroyed,   the  Company   shall,   on  receipt  of  an
indemnification  undertaking reasonably satisfactory to the Company, issue a new
Warrant  of like  denomination  and  tenor as the  Warrant  so lost,  stolen  or
destroyed.  In the event the Holder  asserts such loss,  theft or destruction of
this  Warrant,  the  Company  may  require the Holder to post a bond issued by a
surety  reasonably  satisfactory  to the Company with respect to the issuance of
such new Warrant.

     Section 11. Notice. Any notices required or permitted to be given under the
terms  of this  Warrant  shall  be sent by mail or  delivered  personally  or by
courier or facsimile, and shall be effective five days after being placed in the
mail, if mailed,  certified or  registered,  return receipt  requested,  or upon
receipt,  if delivered  personally or by courier or by  facsimile,  in each case
properly  addressed  to the party to receive the same.  The  addresses  for such
communications shall


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be as provided in Section 8(f) of the Securities Purchase Agreement (with Holder
being defined  therein as the "Buyer").  Each party shall provide  notice to the
other party of any change in address.

     Section 12. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party or Holder against which enforcement of such change,  waiver,  discharge or
termination is sought.  This Warrant shall be governed by and interpreted  under
the laws of the State of Kansas, without regard to the principles of conflict of
laws.  Headings  are for  convenience  only and shall not affect the  meaning or
construction of any of the provisions hereof. This Warrant shall be binding upon
the Company and its successors and assigns and shall inure to the benefit of the
Holder and its permitted  successors and assigns. The Holder may not assign this
Warrant except in accordance with applicable federal and state securities laws.

     Section  13.  Attorney's  Fees.  If Holder or the  Company  shall bring any
action for relief  against the other arising out of or in  connection  with this
Warrant,  in addition to all other remedies to which the prevailing party may be
entitled,  the losing party shall be required to pay to the  prevailing  party a
reasonable  sum for  attorney's  fees and costs incurred in bringing such action
and/or enforcing any judgment  granted therein,  all of which shall be deemed to
have accrued upon the  commencement  of such action and shall be paid whether or
not such action is prosecuted to judgment. Any judgment or order entered in such
action  shall  contain  a  specific  provision  providing  for the  recovery  of
attorney's fees and costs incurred in enforcing such judgment.  For the purposes
of this  Section,  attorney's  fees  shall  include,  without  limitation,  fees
incurred with respect to the following: (i) post-judgment motions, (ii) contempt
proceedings, (iii) garnishment, levy and debtor and third party debtor and third
party examinations, (iv) discovery and (v) bankruptcy litigation.

     Section 14. Effect of Expiration Date. This Warrant,  in all events,  shall
be wholly void and of no effect  after the close of  business on the  Expiration
Date, except that notwithstanding any other provisions hereof, the provisions of
Sections 8 and 12 shall  continue in full force and effect after such date as to
any Warrant Shares or other securities issued upon the exercise of this Warrant.

                                       TRINITY LEARNING CORPORATION


                                       By:____________________________
                                                  President

                                       By:____________________________
                                                  Secretary



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                             NOTICE OF EXERCISE FORM

     TRINITY LEARNING CORPORATION

     The  undersigned  hereby  exercises  the right to  purchase  the  number of
Warrant  Shares  covered  by the  Warrant  attached  hereto as  specified  below
according  to  the  conditions  thereof  and  herewith  makes  payment  of  U.S.
$_________________  (unless  effected by a Cashless  Exercise in accordance with
the terms of the Warrant),  which  constitutes  the aggregate  Warrant  Exercise
Price of such  Warrant  Shares  pursuant  to the  terms  and  conditions  of the
Warrant.

     (i) The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained upon exercise of the Warrant  except under
circumstances  that will not result in a violation of the 1933 Act or applicable
state securities laws.

     (ii) The undersigned  requests that the stock  certificates for the Warrant
Shares be issued, and a Warrant  representing any unexercised  portion hereof be
issued,  pursuant to the terms of the Warrant in the name of the Holder (or such
other  person(s)   indicated   below)  and  delivered  to  the  undersigned  (or
designee(s)) at the address or addresses set forth below.


Dated:_____________, _____.


HOLDER:__________________________

By:______________________________

Title:___________________________

Address:_________________________

_________________________________

_________________________________


        Number of Warrant Shares being purchased:________________________