EXHIBIT 10.68


                              TERMINATION AGREEMENT


     This  Termination  Agreement  ("Agreement")  is entered into as of July 23,
2004 by and among Trinity Learning Corporation,  a Utah corporation ("Trinity"),
ProsoftTraining,  a Nevada corporation ("Prosoft"), and MTX Acquisition Corp., a
Utah corporation and a direct wholly-owned subsidiary of Prosoft ("MTX").

     Trinity,  Prosoft  and MTX are parties to an  Agreement  and Plan of Merger
dated as of February 22, 2004 (the "Merger  Agreement")  and desire to terminate
the Merger Agreement on the terms and conditions set forth herein.

     Now, therefore, in consideration of the mutual covenants and agreements set
forth in this Agreement, the parties agree as follows:

     1.  Trinity,  Prosoft and MTX agree to  terminate  the Merger  Agreement by
mutual  agreement  pursuant  to Section 9.1 of the Merger  Agreement,  effective
immediately.

     2. In connection with and as further  consideration  for such  termination,
Trinity  agrees to pay Prosoft Fifty  Thousand  Dollars  ($50,000) in cash or by
wire  transfer  no later than the  earlier of (i) 24 hours  after the closing of
Trinity's next round of debt or equity financing, or (ii) August 6, 2004. In the
event  Trinity  does not make such  payment  when due, in addition to and not in
substitution  of any other rights  Prosoft may have with respect to  nonpayment,
then all unpaid amounts shall bear interest from the date payment was due at the
rate of  twenty-one  percent  (21%) per annum,  and all such  interest  shall be
immediately due and payable along with the unpaid amount.

     3. Release of Claims.  The parties agree that the  foregoing  consideration
represents settlement in full of all outstanding  obligations owed by Trinity to
Prosoft  and/or  MTX and by  Prosoft  and/or MTX to  Trinity.  Each of  Trinity,
Prosoft and MTX, on behalf of themselves,  and their  respective  heirs,  family
members, executors,  officers,  directors,  employees, agents,  representatives,
investors,  shareholders,  administrators,  affiliates, divisions, subsidiaries,
predecessor and successor  corporations,  and assigns,  hereby fully and forever
release each other party and their respective,  officers, directors,  employees,
agents, representatives,  investors, shareholders,  administrators,  affiliates,
divisions,  subsidiaries,  predecessor and successor corporations,  and assigns,
from, and agree not to sue concerning,  any claim, duty,  obligation or cause of
action relating to any matters of any kind,  whether presently known or unknown,
suspected or unsuspected,  that any of them may possess (other than claims for a
breach of an obligation under this Agreement) including, without limitation:

          (a) any and all  claims  relating  to or  arising  from  the  business
relationship between Prosoft and Trinity; and

          (b) any and all  claims  relating  to, or  arising  from,  the  Merger
Agreement.

<PAGE>

     4. Attached as Exhibit A is a Prosoft press release  mutually  agreed to by
the parties. Attached as Exhibit B is a Trinity press release mutually agreed to
by the  parties.  Each of Trinity,  Prosoft and MTX will  mutually  agree on the
issuance  of any other  press  release or public  statements  in respect of this
Agreement  and shall not issue any such press  release  or any public  statement
prior to such mutual agreement, except as may be required by applicable law.

     5. In the event any action in law or equity or other  proceeding is brought
for  the  enforcement  of  this  Agreement  or in  connection  with  any  of the
provisions of this Agreement,  the prevailing party or parties shall be entitled
to their attorney's fees and other costs  reasonably  incurred in such action or
proceeding.

     6. This  Agreement may be executed by telecopy  signature and in any number
of counterparts,  each of which shall be an original,  but all of which together
shall  constitute  one  instrument,  with the same  effect as if the  signatures
thereto and hereto were upon the same instrument.

     IN WITNESS  WHEREOF,  each of the parties has caused this  Agreement  to be
duly executed on its behalf as of the date first above written.

TRINITY LEARNING CORPORATION            PROSOFTTRAINING


By: ________________________________    By: _______________________________
    Douglas D. Cole,                        Robert G. Gwin,
    Chief Executive Officer                 Chief Executive Officer


                                        MTX ACQUISITION CORP.


                                        By: _______________________________
                                            Robert G. Gwin,
                                            Chief Executive Officer




                                        2
<PAGE>


                                    EXHIBIT A

                              PROSOFT PRESS RELEASE








                                       A-1
<PAGE>


                                    EXHIBIT B

                              TRINITY PRESS RELEASE








                                       B-1