EXHIBIT 10.73


                          REGISTRATION RIGHTS AGREEMENT


     This  Registration  Rights Agreement (the  "Agreement") is made and entered
into on July 29,  2004,  by and between  Trinity  Learning  Corporation,  a Utah
corporation (the "Company"), and Oceanus Value Fund, L.P. (the "Buyer").

     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,  the  Company  and the Buyer  hereby  agree as
follows:

     1.  Definitions.  Capitalized  terms used and not otherwise  defined herein
shall have the meanings  given such terms in the Securities  Purchase  Agreement
entered into between the Company and the Buyer dated concurrently  herewith (the
"Securities Purchase Agreement"). As used in this Agreement, the following terms
shall have the specified meanings:

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

     "Blackout Period" shall have the meaning set forth in Section 2(c).

     "Board" shall have the meaning set forth in Section 2(c).

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions  in the City of
New York or the State of New York are  authorized  or  required  by law or other
government actions to close.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the Company's no par value common stock.

     "Effectiveness Date" means the 120th day following the Financing Deadline.

     "Effectiveness Period" shall have the meaning set forth in Section 2(a).

     "Event" shall have the meaning set forth in Section 8(d).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Filing Date" means the 30th day following the Financing Deadline.

     "Financing Deadline" means the 90th day following the Closing Date.

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     "Holder" or "Holders" means the holder or holders, as the case may be, from
time-to-time of Registrable Securities.

     "Indemnified Party" shall have the meaning set forth in Section 6(c).

     "Indemnifying Party" shall have the meaning set forth in Section 6(c).

     "Losses" shall have the meaning set forth in Section 6(a).

     "Note" means the 12% Senior  Secured  Promissory  Note of the Company,  the
form of which is attached  as Exhibit A to the  Securities  Purchase  Agreement,
issued  or to be  issued  to  the  Buyer  pursuant  to the  Securities  Purchase
Agreement.

     "OTC Bulletin Board" shall mean the  over-the-counter  electronic  bulletin
board market.

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Proceeding"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus"  means the  prospectus  included in a  Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  Registration
Statement in reliance  upon Rule 430A under the  Securities  Act), as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of  any  portion  of  the  Registrable   Securities  covered  by  such
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference in such Prospectus.

     "Registrable  Securities"  means (i) any  shares of Common  Stock  issuable
pursuant to Section 5 of the Note (the "Conversion Shares") or upon the exercise
of the Warrant (the "Warrant  Shares"),  (ii) any shares issuable upon any stock
split,  stock  dividend,  recapitalization  or similar event with respect to the
Conversion  Shares or  Warrant  Shares  and (iii)  any other  dividend  or other
distribution  with respect to,  conversion or exchange of, or in replacement of,
the Conversion Shares and/or Warrant Shares.

     "Registration  Statement" means each registration statement contemplated by
Section  2(a),  including  (in each case) the  Prospectus,  any  amendments  and
supplements to such  registration  statement or Prospectus  (including  pre- and
post-effective amendments),  all exhibits thereto, and all material incorporated
by reference in such registration statement.

     "Rule  144" means Rule 144 under the  Securities  Act,  as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the Commission having substantially the same effect as such Rule.

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     "Rule  158" means Rule 158 under the  Securities  Act,  as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the Commission having substantially the same effect as such Rule.

     "Rule  415" means Rule 415 under the  Securities  Act,  as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the Commission having substantially the same effect as such Rule.

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

     "Special  Counsel"  means any special  counsel to a Holder,  for which such
Holder will be reimbursed by the Company pursuant to Section 5.

     2. Registration.

     (a) Required Registration.  In the event that the Company has not completed
a financing of any kind of at least $1,000,000 (excluding the financing pursuant
to the Securities Purchase Agreement) by the Financing Deadline,  on or prior to
the Filing  Date,  the  Company  shall  prepare and file with the  Commission  a
Registration Statement covering all Registrable Securities for an offering to be
made on a  continuous  basis  pursuant to Rule 415. The  Registration  Statement
shall be on Form Form SB-2 (unless the Company is not then  eligible to register
for  resale  the  Registrable  Securities  on Form  SB-2,  in  which  case  such
registration shall be on another appropriate form in accordance  herewith).  The
Company  shall use its best  efforts to cause the  Registration  Statement to be
declared  effective  under the  Securities Act as promptly as possible after the
filing thereof,  but in any event prior to the Effectiveness  Date (except where
the  Company's  audited  financial  statements  are stale,  in which case by the
earlier of 90 days after the Effectiveness Date or the date that current audited
financial  statements  have been filed by the Company as part of a Form 10-KSB),
and to  keep  such  Registration  Statement  continuously  effective  under  the
Securities  Act  until  such  date as is the  earlier  of (i) the date  when all
Registrable  Securities covered by such Registration Statement have been sold or
(ii)  the date on which  the  Registrable  Securities  may be sold  without  any
restriction  pursuant to Rule 144(k), as determined by counsel to the Company or
the Buyer  pursuant  to a written  opinion  letter  addressed  to the  Company's
transfer  agent to such  effect  (the  "Effectiveness  Period").  If at any time
during the Effectiveness  Period (i) the maximum number of Conversion Shares and
Warrant  Shares  exceeds  (A) the  number of shares  of Common  Stock  initially
registered in respect of the Conversion  Shares and the Warrant Shares minus (B)
the number of Conversion  Shares and Warrant Shares, if any, already sold by the
Holder pursuant to the Registration  Statement and (ii) such excess exists for a
period of more than ten (10)  Business  Days in any thirty (30) day period,  the
Company shall be required to file an amendment to the Registration  Statement or
an additional  Registration  Statement with respect to such excess shares within
ten (10)  Business  Days after such  conditions  have been met (except where the
Company's  audited  financial  statements  are stale,  in which case  within 100
calendar  days  after such  conditions  have been met),  and the  Company  shall
thereafter   use  its  best  efforts  to  cause  such  amendment  or  additional
Registration  Statement to be declared  effective by the  Commission  as soon as
possible, but in no event later than ninety (90) days after filing.

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     (b) Shelf  Registration.  No later than  thirty  (30) days  after  becoming
eligible to file a registration  statement for a secondary or resale offering of
the Registrable  Securities on Form S-3, the Company shall prepare and file with
the Commission a post-effective amendment to the Registration Statement filed in
accordance  with Section 2(a) above so as to continue  the  registration  of all
Registrable  Securities pursuant to a "shelf" Registration Statement on Form S-3
allowing all Registrable Securities to be sold on a continuous basis pursuant to
Rule 415.  Notwithstanding anything to the contrary contained herein, at no time
during the  Effectiveness  Period shall any of the Registrable  Securities cease
being registered.

     (c) Delay in Filing or  Effectiveness.  Anything in this  Agreement  to the
contrary  notwithstanding,  if (i)  there  is  material  non-public  information
regarding  the Company  which the  Company's  Board of Directors  (the  "Board")
reasonably  determines  not to be in the Company's best interest to disclose and
which the  Company is not  otherwise  required  to  disclose  or (ii) there is a
significant business opportunity (including, but not limited to, the acquisition
or disposition of assets (other than in the ordinary  course of business) or any
merger, consolidation,  tender offer or other similar transaction,  available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best interest to disclose and which the Company would be required to disclose in
the  Registration  Statement,  then,  upon written  notice to each  Holder,  the
Company may postpone or suspend the filing or  effectiveness  of a  Registration
Statement for a period not to exceed 20  consecutive  days;  provided,  however,
that the Company may not postpone or suspend its obligations  under Section 2(a)
for more than 45 days in the  aggregate  during  any 12 month  period  (each,  a
"Blackout  Period") and no such  postponement  or suspension  arising out of the
same  set of  facts,  circumstances  or  transactions  shall  be  permitted  for
consecutive 20 day periods.

     3. Registration  Procedures.  In connection with the Company's registration
obligations hereunder, the Company shall:

     (a) Initial Filing. Prepare and file with the Commission on or prior to the
Filing  Date, a  Registration  Statement on Form SB-2 (or, if the Company is not
then  eligible to register for resale the  Registrable  Securities on that Form,
such registration shall be on another  appropriate form in accordance  herewith)
in accordance  with the method or methods of distribution  thereof  specified by
the Holder in writing (unless otherwise directed by the Holder in writing),  and
cause the  Registration  Statement to become  effective and remain  effective as
provided herein;  provided,  however,  that not less than five (5) Business Days
prior to the filing of the Registration  Statement or any related  Prospectus or
any  amendment or  supplement  thereto  (including  any  document  that would be
incorporated therein by reference), the Company shall (i) furnish to each Holder
and any  Special  Counsel,  copies of all such  documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the review of each Holder and such Special  Counsel and (ii) at the request of a
Holder,  cause  the  Company's  officers,  directors,  counsel  and  independent
certified public accountants to respond to such inquiries as shall be necessary,
in the  reasonable  opinion of counsel to such  Holder,  to conduct a reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file a  Registration  Statement  or any such  Prospectus  or any  amendments  or
supplements  thereto to which a Holder or any Special  Counsel shall  reasonably
object in writing within three (3) Business Days of their receipt thereof.

<PAGE>

     (b) Amendments.  (i) Prepare and file with the Commission such  amendments,
including  post-effective  amendments,  to a  Registration  Statement  as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the  Commission  such  amendments to a Registration  Statement  and/or
additional  Registration  Statements  in order to register  for resale under the
Securities  Act  all of the  Registrable  Securities,  (ii)  cause  the  related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended,  to be filed  pursuant to Rule 424 (or any
similar  provisions  then in force) under the  Securities  Act, (iii) respond as
promptly as possible to any comments  received from the Commission  with respect
to a Registration Statement or any amendment thereto and as promptly as possible
provide to each Holder true and complete copies of all  correspondence  from and
to the Commission  relating to any Registration  Statement or amendment and (iv)
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange Act with respect to the disposition of all  Registrable  Securities
covered by a Registration  Statement during the applicable  period in accordance
with the intended  methods of  disposition  by each Holder  thereof set forth in
such  Registration  Statement  as  so  amended  or  in  such  Prospectus  as  so
supplemented.

     (c) Related  Matters.  Notify each Holder of  Registrable  Securities to be
sold and any Special Counsel as promptly as possible (and, in the case of clause
(i)(A) below,  not less than five (5) Business Days prior to such filing) (i)(A)
when a Prospectus or any Prospectus supplement or post-effective  amendment to a
Registration Statement is proposed to be filed, (B) when the Commission notifies
the Company whether there will be a "review" of such Registration  Statement and
whenever the Commission  comments in writing on such Registration  Statement and
(C) with respect to a Registration  Statement or any  post-effective  amendment,
when the same has become effective, (ii) of any request by the Commission or any
other federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order  suspending the  effectiveness of a
Registration  Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings  for that purpose,  (iv) if at any time any of the
representations  and  warranties  of the  Company  contained  in  any  agreement
contemplated hereby ceases to be true and correct in all material respects,  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding  for such purpose and (vi) of the  occurrence of any event that makes
any  statement  made in a  Registration  Statement or Prospectus or any document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material  respect or that  requires any revisions to a  Registration  Statement,
Prospectus  or  other  documents  so  that,  in the  case of  such  Registration
Statement or the Prospectus,  as the case may be, it will not contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading.

     (d) Withdrawal and  Suspension.  Use its best efforts to avoid the issuance
of, or, if issued,  at the earliest  practicable  time obtain the withdrawal of,
(i) any order suspending the

<PAGE>

effectiveness  of a  Registration  Statement  or  (ii)  any  suspension  of  the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities for sale in any jurisdiction.

     (e)  Incorporation  of Certain  Matters.  If  requested by the Holders of a
majority in interest of the Registrable Securities,  (i) promptly incorporate in
a Prospectus supplement or post-effective  amendment to a Registration Statement
such information as the Company reasonably agrees should be included therein and
(ii)  make  all  required   filings  of  such  Prospectus   supplement  or  such
post-effective  amendment as soon as practicable  after the Company has received
notification of the matters to be incorporated therein.

     (f) Copies.  To the extent requested by any Holder,  provide to each Holder
and any Special  Counsel,  without  charge,  at least one conformed copy of each
Registration   Statement  and  each  amendment  thereto   (including   financial
statements and schedules,  documents  incorporated  or deemed to be incorporated
therein by reference, and all exhibits),  such documents to be provided promptly
after their filing with the Commission.

     (g)  Delivery.  Promptly  deliver to each Holder and any  Special  Counsel,
without  charge,  as many  copies of the  Prospectus  or  Prospectuses  and each
amendment or supplement thereto as they may reasonably request;  and the Company
hereby  consents  to the use of each  such  Prospectus  and  each  amendment  or
supplement  thereto by each of the selling  Holders in connection with the offer
and  sale of the  Registrable  Securities  covered  by such  Prospectus  and any
amendment or supplement thereto.

     (h) Blue Sky  Matters.  (A) Prior to any  public  offering  of  Registrable
Securities,  use its best efforts to register or qualify or  cooperate  with the
selling Holders and any Special  Counsel in connection with the  registration or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Holder reasonably requests
in writing and (B) keep each such  registration or  qualification  (or exemption
therefrom)  effective during the Effectiveness  Period and perform or do any and
all other acts or things  necessary or advisable  to enable the  disposition  in
such  jurisdictions of those  Registrable  Securities  covered by a Registration
Statement;  provided, however, that the Company shall not be required to qualify
generally to do business in any  jurisdiction  where it is not then so qualified
or to take any action that would subject it to general service of process in any
such jurisdiction  where it is not then so subject or subject the Company to any
material tax in any such jurisdiction where it is not then so subject.

     (i) Preparation of  Certificates.  Cooperate with each Holder to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be sold pursuant to a Registration  Statement,  which certificates
shall be free of all restrictive  legends,  and cause such certificates to be in
such  denominations  and  registered in such names as each Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

     (j)  Misrepresentation.  Upon the occurrence of any event  contemplated  by
Section  3(c)(vi),  as promptly as possible,  prepare a supplement or amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement to the related Prospectus or any

<PAGE>

document  incorporated  or deemed to be incorporated  therein by reference,  and
file any other required document so that, as thereafter delivered,  neither such
Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading.

     (k) Listing and  Quotation.  Use its best efforts to cause all  Registrable
Securities relating to a Registration Statement to be quoted on the OTC Bulletin
Board and any  securities  exchange,  quotation  system or other market on which
similar  securities  issued by the Company are then listed or quoted as and when
required pursuant to the Securities Purchase Agreement.

     (l) Rule 158. Comply in all material respects with all applicable rules and
regulations  of the  Commission  and make  generally  available  to its security
holders an earnings statement  satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement.

     4. Additional Matters.

     (a) Holder Information. In connection with the Registration Statement, each
selling Holder shall be required to furnish to the Company information regarding
such Holder and the distribution of such  Registrable  Securities as is required
by law to be  disclosed  in the  Registration  Statement,  and the  Company  may
exclude from such registration the Registrable Securities of any such Holder who
fails to furnish such  information  within a reasonable time prior to the filing
of such  Registration  Statement or any supplemented  Prospectus  and/or amended
Registration  Statement.

     (b) Reference to Holder. If the Registration Statement refers to any Holder
by name as the holder of any  securities of the Company,  then such Holder shall
have the right to require the  deletion of the  reference  to such Holder in any
amendment or supplement to the  Registration  Statement that is filed subsequent
to the time that such  reference  ceases to be required by the Securities Act or
any similar federal statute then in force.

     (c) Holder Covenants. Each Holder covenants and agrees that (i) it will not
sell any  Registrable  Securities  under a Registration  Statement  until it has
received   copies  of  the  Prospectus  as  then  amended  or   supplemented  as
contemplated in Section 3(g) and notice from the Company that such  Registration
Statement and any  post-effective  amendments  thereto have become  effective as
contemplated  by  Section  3(c)  and  (ii) it and its  officers,  directors  and
Affiliates, if any, will comply with the prospectus delivery requirements of the
Securities Act as applicable to them in connection  with the sale of Registrable
Securities pursuant to such Registration Statement.

     (d)  Discontinuance.  Each Holder agrees by its  acquisition of Registrable
Securities  that, upon receipt of a notice from the Company of the occurrence of
any event of the kind  described in clauses  (ii) through (vi) of Section  3(c),
such  Holder  will  immediately  discontinue  disposition  of  such  Registrable
Securities under the Registration Statement until such Holder's

<PAGE>

receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement contemplated by Section 3(j), or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case,  has received  copies of any additional or  supplemental  filings that are
incorporated  or deemed to be  incorporated  by reference in such  Prospectus or
Registration Statement.

     5. Registration  Expenses All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company,  whether or not a Registration  Statement is filed or becomes effective
and  whether  or  not  any  Registrable   Securities  are  sold  pursuant  to  a
Registration   Statement.   Such  fees  and  expenses  shall  include,   without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made by or with the
OTC  Bulletin  Board and each  securities  exchange,  quotation  system or other
market  on which  Registrable  Securities  are  required  hereby to be listed or
quoted,  (B) with respect to filings required to be made with the Commission and
(C) in compliance  with state  securities or Blue Sky laws  (including,  without
limitation, fees and disbursements of counsel for each Holder in connection with
Blue Sky  qualifications of the Registrable  Securities and any determination of
the eligibility of the Registrable  Securities for investment  under the laws of
such  jurisdictions  as the Holders of a majority of Registrable  Securities may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing   certificates   for  the   Registrable   Securities  and  of  printing
Prospectuses,  if the printing of  Prospectuses is requested by the Holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and Special Counsel for the Holders,  in the case of the
Special Counsel, to a maximum amount of $10,000.00, (v) Securities Act liability
insurance,  if the Company so desires such  insurance and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of  the  transactions  contemplated  by  this  Agreement,   including,   without
limitation,  the Company's  independent public accountants  (including any costs
associated  with the delivery by  independent  public  accountants  of a comfort
letter or comfort  letters).  In addition,  the Company shall be responsible for
all of its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the expense of any annual audit, and the fees and expenses
incurred in connection with the listing or quoting of the Registrable Securities
on the OTC Bulletin Board or any securities exchange,  quotation system or other
market on which Registrable Securities are required to be listed or quoted.

     6. Indemnification.

     (a) Indemnification by the Company. The Company shall,  notwithstanding any
termination of this Agreement,  defend, indemnify and hold harmless each Holder,
each officer,  director,  manager,  owner,  agent, broker (including brokers who
offer and sell  Registrable  Securities as principals as a result of a pledge or
any failure to perform under a margin call),  investment advisor and employee of
each Holder,  each Person who controls any Holder (within the meaning of Section
15 of the  Securities  Act or Section 20 of the Exchange  Act) and each officer,
director, manager, owner, agent and employee of each such controlling Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses, claims, damages,

<PAGE>

liabilities,   reasonable  costs  (including,   without  limitation,   costs  of
investigation,  preparation  and  attorneys'  fees) and expenses  (collectively,
"Losses"),  as  incurred,  arising  out of or  relating to any untrue or alleged
untrue statement of a material fact contained in a Registration Statement or any
Prospectus or any amendment or supplement thereto, or arising out of or relating
to any  omission or alleged  omission of a material  fact  required to be stated
therein  or  necessary  to make  the  statements  therein  (in  the  case of any
Prospectus or supplement  thereto, in the light of the circumstances under which
they were made) not  misleading,  except to the extent,  but only to the extent,
that (i) such untrue  statements or omissions are based solely upon  information
regarding  such  Holder  which was  furnished  in writing to the Company by such
Holder expressly for use therein,  which information was reasonably relied on by
the Company for use therein or (ii) such  information  relates to such Holder or
such Holder's proposed method of distribution of Registrable  Securities and was
reviewed  and  expressly  approved  in  writing  by such  Holder  for use in the
Registration  Statement or such  Prospectus  or in any  amendment or  supplement
thereto. The Company shall notify the Holder promptly of the institution, threat
or assertion of any Proceeding of which the Company is aware in connection  with
the transactions  contemplated by this Agreement. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of an
Indemnified  Party and shall survive the transfer of the Registrable  Securities
by the Holder.

     (b)  Indemnification  by  Holder.  Each  Holder  shall,  severally  and not
jointly,  defend,  indemnify  and  hold  harmless  the  Company,  the  Company's
directors,  officers, agents and employees, each Person who controls the Company
(within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Exchange  Act),  and  the  directors,  officers,  agents  or  employees  of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against all Losses, as incurred,  arising solely out of or based solely upon any
untrue statement of a material fact contained in a Registration  Statement,  any
Prospectus or any amendment or supplement  thereto,  or arising solely out of or
based solely upon any omission of a material fact required to be stated  therein
or necessary to make the  statements  therein (in the case of any  Prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not  misleading,  to the  extent,  but only to the  extent,  that (i) such
untrue  statement or omission is contained in or omitted from any information so
furnished in writing by such Holder to the Company specifically for inclusion in
such  Registration  Statement or such  Prospectus and that such  information was
reasonably relied upon by the Company for use in such Registration  Statement or
such Prospectus or (ii) such information relates to such Holder or such Holder's
proposed method of  distribution of Registrable  Securities and was reviewed and
expressly  approved  in  writing  by  such  Holder  expressly  for  use in  such
Registration  Statement  or  such  Prospectus  or any  amendment  or  supplement
thereto.  Notwithstanding  anything to the contrary  contained  herein, a Holder
shall be liable  under this  Section  6(b) for only that  amount  which does not
exceed the net  proceeds to such  Holder as a result of the sale of  Registrable
Securities pursuant to such Registration Statement.

     (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any Indemnified Party to give such notice shall not

<PAGE>

relieve the  Indemnifying  Party of its  obligations or liabilities  pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party. An Indemnified Party
shall have the right to employ  separate  counsel in any such  Proceeding and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of such  Indemnified  Party or Parties  unless:  (i) the
Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the
Indemnifying  Party  shall have  failed  promptly  to assume the defense of such
Proceeding and to employ counsel  reasonably  satisfactory  to such  Indemnified
Party in any such  Proceeding or (iii) the named parties to any such  Proceeding
(including any impleaded  parties)  include both the  Indemnified  Party and the
Indemnifying Party, and the Indemnified Party shall have been advised by counsel
that a  conflict  of  interest  is likely to exist if the same  counsel  were to
represent both the Indemnified Party and the Indemnifying  Party (in which case,
if the  Indemnified  Party  notifies the  Indemnifying  Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying  Party, the
Indemnifying  Party shall not have the right to assume the  defense  thereof and
such  counsel  shall  be  at  the  expense  of  the  Indemnifying   Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject  matter of such  Proceeding.  All fees and  expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection  with  investigating  or preparing to defend such  Proceeding in a
manner not  inconsistent  with this  Section)  shall be paid to the  Indemnified
Party,  as incurred,  within ten (10) Business Days of written notice thereof to
the Indemnifying  Party (regardless of whether it is ultimately  determined that
the Indemnified Party is not entitled to  indemnification  hereunder;  provided,
that the  Indemnifying  Party may require the Indemnified  Party to undertake to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  the  Indemnified  Party  is not  entitled  to  indemnification
hereunder).

     (d) Contribution. If a claim for indemnification under Section 6(a) or 6(b)
is  unavailable  to an  Indemnified  Party  because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses, as well as any other relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such Indemnifying,  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable as a result of any Losses  shall be deemed
to include, subject to the limitations set forth in Section 6(c), any reasonable

<PAGE>

attorneys' or other reasonable fees or expenses  incurred in connection with any
Proceeding to the extent there would have been  indemnification for such fees or
expenses if the  indemnification  provided  in this  Section  was  available  in
accordance with its terms.  Notwithstanding  anything to the contrary  contained
herein,  a Holder shall be liable or required to  contribute  under this Section
6(d) for only such amount as does not exceed the net  proceeds to such Holder as
a result of the sale of  Registrable  Securities  pursuant  to the  Registration
Statement.  The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable  considerations referred to in this paragraph. No Person guilty of
fraudulent misrepresentation (within the meaning provided in the Securities Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent   misrepresentation.   The  indemnity  and  contribution   agreements
contained in this Section are in addition to any liability that an  Indemnifying
Party may have to an Indemnified Party.

     7.  Rule  144.  As  long as any  Holder  owns a  Note,  Additional  Shares,
Conversion  Shares, a Warrant or Warrant Shares, the Company covenants to timely
file (or obtain  extensions  in respect  thereof and file within the  applicable
extension  period) all reports  required to be filed by the Company  pursuant to
Section 13 or 15(d) of the Exchange Act and to promptly furnish each Holder with
true and complete copies of all such filings. As long as any Holder owns a Note,
Additional  Shares,  Conversion  Shares,  a Warrant  or Warrant  Shares,  if the
Company is not required to file  reports  pursuant to Section 13 or 15(d) of the
Exchange  Act, it will  prepare  and  furnish to each  Holder and make  publicly
available in a timely fashion the information  specified in Rule 144(c)(2).  The
Company  further  covenants  that it will take such further action as any Holder
may reasonably  request to the extent  required from time to time to enable each
Holder to sell Additional  Shares,  Conversion Shares and Warrant Shares without
registration  under the  Securities  Act within the  limitation of the exemption
provided by Rule 144,  including  providing any legal opinions of counsel to the
Company referred to in the Securities  Purchase  Agreement.  Upon the request of
any Holder, the Company shall deliver to such Holder a written  certification of
a duly  authorized  officer  as to whether it has  complied  with the  foregoing
requirements.

     8. Miscellaneous.

     (a)  Remedies.  In the event of a breach by a party  hereto of any of their
obligations under this Agreement, each non-breaching party, in addition to being
entitled  to  exercise  all  rights  granted  by law  or  under  this  Agreement
(including recovery of damages) will be entitled to specific  performance of its
rights under this  Agreement.  The Company and each Holder  agree that  monetary
damages  would not  provide  adequate  compensation  for any losses  incurred by
reason of a breach by it of any of the  provisions of this  Agreement and hereby
further  agree  that,  in the event of any action for  specific  performance  in
respect of such breach, it shall waive the defense that a remedy at law would be
adequate.  The Company and the Buyer also acknowledge and agree that irreparable
damage would occur in the event that any of the  provisions of this Agreement or
the Securities  Purchase  Agreement were not performed in accordance  with their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be entitled to an injunction  or  injunctions  to prevent or cure
breaches  of  the  provisions  of  this  Agreement  or the  Securities  Purchase
Agreement and to enforce specifically

<PAGE>

the terms and provisions hereof or thereof,  this being in addition to any other
remedy to which any of them may be entitled by law or equity.

     (b)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of its
Affiliates has, as of the date hereof, entered into and currently in effect, nor
shall  the  Company  or any of its  Affiliates  on or  after  the  date  of this
Agreement  enter into,  any  agreement  with respect to its  securities  that is
inconsistent  with the  rights  granted  to each  Holder  in this  Agreement  or
otherwise  conflicts with the provisions hereof,  except for registration rights
provisions  disclosed in a Schedule to the Securities  Purchase  Agreement or in
the SEC Documents (as defined in the Securities Purchase Agreement).  Except for
registration  rights  provisions  disclosed  in a  Schedule  to  the  Securities
Purchase  Agreement or in the SEC Documents,  neither the Company nor any of its
Affiliates  has  previously  entered  into any  agreement  currently  in  effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register  any  securities  of the Company  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of each Holder and are not  otherwise in conflict  with the  provisions  of
this  Agreement.  The  foregoing  notwithstanding,  this  Section 8(b) shall not
prohibit  the  Company  from  entering  into  any   agreements   concerning  the
registration of securities on Form S-8 or Form S-4.

     (c) Piggy-Back Registrations. If at any time when there is not an effective
Registration  Statement covering the Registrable  Securities,  the Company shall
decide to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others of any of its equity
securities,  other  than on Form  S-4 or Form  S-8 (or  their  then  equivalents
relating  to equity  securities  to be  issued  solely  in  connection  with the
acquisition  of  an  entity  or  business,  or  equity  securities  issuable  in
connection with stock option or other employee benefit plans), the Company shall
send to each Holder  written  notice of such decision and if, within thirty (30)
days after receipt of such notice, any Holder shall so request in writing (which
request shall specify the Registrable  Securities  intended to be disposed of by
such Holder),  the Company shall cause the registration under the Securities Act
of all  Registrable  Securities  which  the  Company  has been so  requested  to
register by such Holder,  to the extent  necessary to permit the  disposition of
such Registrable Securities; provided, however, that if at any time after giving
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to each Holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its obligation to pay expenses in accordance with Section 5 hereof) and
(ii) in the case of a determination to delay registering,  shall be permitted to
delay registering any Registrable  Securities being registered  pursuant to this
Section  8(c)  for the  same  period  as the  delay in  registering  such  other
securities.  The Company shall include in such registration statement all or any
part of such Registrable Securities which each Holder requests to be registered;
provided,  however,  that the Company  shall not be  required  to  register  any
Registrable  Securities pursuant to this Section 8(c) that are eligible for sale
pursuant to Rule 144(k). In the case of an

<PAGE>

underwritten public offering,  if the managing  underwriter(s) should reasonably
object to the  inclusion  of the  Registrable  Securities  in such  registration
statement,   then  if  the  Company,   after   consultation  with  the  managing
underwriter(s),   should   reasonably   determine  that  the  inclusion  of  the
Registrable   Securities   would   materially   adversely  affect  the  offering
contemplated in such  registration  statement,  and based on such  determination
recommends  inclusion  in such  registration  statement  of fewer or none of the
Registrable  Securities of a Holder,  then (A) if the Company after consultation
with  the   underwriter(s)   recommends  the  inclusion  of  fewer   Registrable
Securities, the number of Registrable Securities of the Holders included in such
registration  statement shall be reduced pro-rata among such Holders (based upon
the  number  of  Registrable   Securities   requested  to  be  included  in  the
registration), or (B) none of the Registrable Securities of the Holders shall be
included in such registration  statement, if the Company after consultation with
the  underwriter(s)  recommends  the  inclusion  of  none  of  such  Registrable
Securities;  provided,  however,  that if  securities  are being offered for the
account  of other  Persons  as well as the  Company,  such  reduction  shall not
represent a greater fraction of the number of Registrable Securities intended to
be offered by the Holders  than the  fraction of similar  reductions  imposed on
such other Persons (other than the Company).

     (d) Failure to File  Registration  Statement and Other Events.  The Company
and the Buyer  agree that the  Holders  will  suffer  damages if a  Registration
Statement  required by Section 2(a) above is not filed on or prior to the Filing
Date  and  not  declared  effective  by  the  Commission  on  or  prior  to  the
Effectiveness Date and maintained in the manner  contemplated  herein during the
Effectiveness  Period,  or if certain  other events  occur.  The Company and the
Buyer  further  agree that it would not be feasible to  ascertain  the extent of
such  damages  with  precision.  Accordingly,  if  (i) a  required  Registration
Statement  is not  filed on or  prior to the  Filing  Date,  or is not  declared
effective by the  Commission  on or prior to the  Effectiveness  Date (or in the
event an additional Registration Statement is filed because the actual number of
Conversion  Shares and/or  Warrant Shares exceeds the number of shares of Common
Stock initially  registered is not filed and declared  effective within the time
periods  set forth in Section  2(a)),  (ii) the  Company  fails to file with the
Commission a request for acceleration in accordance with Rules promulgated under
the Exchange  Act within five (5) Business  Days of the date that the Company is
notified  (orally or in writing,  whichever is earlier) by the Commission that a
required  Registration  Statement  will not be  "reviewed," or is not subject to
further  review,  (iii) a  required  Registration  Statement  is filed  with and
declared effective by the Commission but thereafter ceases to be effective as to
all  Registrable  Securities  at  any  time  prior  to  the  expiration  of  the
Effectiveness  Period,  without  being  succeeded  immediately  by a  subsequent
Registration Statement filed with and declared effective by the Commission, (iv)
trading in the Common  Stock shall be suspended or if the Common Stock ceases to
be quoted on the OTC  Bulletin  Board for any reason for more than  thirty  (30)
days in the  aggregate,  (v) the  conversion or exercise  rights of a Holder are
suspended for any reason,  including by the Company or (vi) the Company breaches
in a material  respect any covenant or other  material term or condition to this
Agreement,  the Note, the Securities  Purchase Agreement or any other agreement,
document,  certificate  or other  instrument  delivered in  connection  with the
transactions  contemplated  hereby and thereby,  and such breach continues for a
period of thirty (30) days after written notice thereof to the Company (any such
circumstance,  failure or breach being  referred to as an "Event"),  the Company
shall pay in cash as liquidated damages for such failure and not as a penalty to
each  Holder  an  amount  equal to 2% of such  Holder's  pro  rata  share of the
principal

<PAGE>

amount of the Note then  outstanding  for each thirty (30) day period  until the
applicable  Event has been  cured,  which shall be pro rated for periods of less
than thirty (30) days (the  "Periodic  Amount").  Subject to a Holder's right to
add such accrued  liquidated  damages on to the principal amount of the Note (as
provided in the Note),  payments to be made  pursuant to this Section 8(d) shall
be due and payable  immediately upon demand in immediately  available funds. The
parties agree that the Periodic Amount  represents a reasonable  estimate on the
part of the parties, as of the date of this Agreement,  of the amount of damages
that may be incurred by a Holder if a Registration  Statement is not filed on or
prior to the Filing Date or has not been declared effective by the Commission on
or prior to the  Effectiveness  Date and  maintained in the manner  contemplated
herein during the Effectiveness Period or if any other Event as described herein
has occurred.

     (e) Specific Enforcement;  Consent to Jurisdiction. Each of the Company and
the Buyer hereby (i) irrevocably  submits to the  jurisdiction of any federal or
state court sitting in the State of Kansas for the purposes of any suit,  action
or  proceeding  arising out of or relating to this  Agreement or the  Securities
Purchase  Agreement and (ii) waives,  and agrees not to assert in any such suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient  forum or that the  venue of the  suit,  action  or  proceeding  is
improper.  Each of the Company and the Buyer consents to process being served in
any such suit,  action or  proceeding by mailing a copy thereof to such party at
the  address in effect for  notices to it under this  Agreement  and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing in this  Section 8(e) shall affect or limit any right to serve
process in any other manner permitted by law.

     (f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, shall not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof shall not be given,
unless the same shall be in writing and signed by the Company and the applicable
Holder.  Notwithstanding  the foregoing,  a waiver or consent to depart from the
provisions  hereof with respect to a matter that relates generally to the rights
of the Holders may be given by Holders of at least a majority of the Registrable
Securities to which such waiver or consent relates; provided,  however, that the
provisions  of  this  sentence  may  not  be  amended,   waived,   modified,  or
supplemented  except  in  accordance  with  the  provisions  of the  immediately
preceding sentence.

     (g)  Notices.  Any and  all  communications  required  or  permitted  to be
provided  hereunder  shall be in writing and shall be deemed given and effective
as provided in Section 8(f) of the Securities Purchase Agreement.  The addresses
for such  communications  shall be as provided in Section 8(f) of the Securities
Purchase  Agreement  or such other  address or  addresses  as any party may most
recently have designated in writing to the other parties hereto.

     (h) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties and their  respective  successors  and  permitted
assigns.  The  Company  may not assign  this  Agreement  or any of its rights or
obligations  hereunder  without the prior written consent of the Holder(s).  The
Buyer may  assign  its rights  hereunder  in the  manner  and to the  Persons as
permitted herein or in the Securities Purchase Agreement.

<PAGE>

     (i) Assignment of Registration Rights. The rights of each Holder hereunder,
including  the  right  to have  the  Company  register  for  resale  Registrable
Securities  in  accordance   with  the  terms  of  this   Agreement,   shall  be
automatically  assignable by each Holder to any transferee of such Holder of all
or a portion of the Note, the Warrant or the Registrable  Securities if: (i) the
Holder  agrees in writing with the  transferee or assignee to assign such rights
and a copy of such  agreement is  furnished  to the Company  within a reasonable
time after such assignment,  (ii) the Company is, within a reasonable time after
such transfer or  assignment,  furnished with written notice of (A) the name and
address of such  transferee or assignee and (B) the  securities  with respect to
which  such  registration  rights  are  being  transferred  or  assigned,  (iii)
following such transfer or assignment the further disposition of such securities
by the  transferee  or  assignees is  restricted  under the  Securities  Act and
applicable  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written  notice  contemplated  by clause (ii) of this Section,  the
transferee or assignee  agrees in writing with the Company to be bound by all of
the  provisions of this  Agreement and (v) such transfer shall have been made in
accordance  with  the  applicable   requirements  of  the  Securities   Purchase
Agreement.  In  addition,  each Holder shall have the right to assign its rights
hereunder  to any other  Person with the prior  written  consent of the Company,
which consent shall not be unreasonably withheld. The rights to assignment shall
apply to the Holders and to their subsequent successors and assigns.

     (j)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such  signature is executed)  such document with the same force and
effect as if such facsimile signature were the original thereof.

     (k) Governing Law. This Agreement  shall be governed by and  interpreted in
accordance with the laws of the State of Kansas without regard to the principles
of  conflict  of laws.  The parties  hereto  agree that a final,  non-appealable
judgment  in any suit or  proceeding  with  respect to this  Agreement  shall be
conclusive and may be enforced in other  jurisdictions  by suit on such judgment
or in any other lawful manner.

     (l) Cumulative  Remedies.  No provision of this Agreement providing for any
specific  remedy  to a party  shall  be  construed  to limit  such  party to the
specific  remedy  described,  and that any other remedy that would  otherwise be
available to such party at law or in equity shall also be available. The parties
also  intend  that the rights and  remedies  hereunder  be  cumulative,  so that
exercise of any one or more of such rights or remedies  shall not  preclude  the
later or concurrent exercise of any other rights or remedies.

     (m)  Severability.  If any provision of this Agreement  shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

     (n)  Headings;  Interpretation.  The  headings  of this  Agreement  are for
convenience  of  reference  and  shall  not  form  a  part  of,  or  affect  the
interpretation of, this

<PAGE>

Agreement.  As used herein,  (i) the neuter  gender  includes  the  masculine or
feminine and the singular  number  includes the plural,  and vice versa,  as the
context may require and (ii) unless the context clearly requires otherwise,  the
words "herein,"  "hereunder" and "hereby," shall refer to this entire  Agreement
and not only to the Section or paragraph in which such word appears. If any date
specified herein falls upon a Saturday,  Sunday or public or legal holidays, the
date shall be construed to mean the next Business Day following  such  Saturday,
Sunday or public or legal  holiday.  Each party  intends that this  Agreement be
deemed and construed to have been jointly prepared by the parties.  As a result,
the parties agree that any uncertainty or ambiguity existing herein shall not be
interpreted against either of them.

     (o) Shares Held by the Company and its Affiliates.  Whenever the consent or
approval of Holders of a  specified  percentage  of  Registrable  Securities  is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other than any Holder or transferees  or successors or assigns  thereof if such
Holder is deemed to be an  Affiliate  solely by reason of its  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required  percentage  and shall not
be counted as outstanding.

     (p)  Notice  of  Effectiveness.  Within  two  (2)  business  days  after  a
Registration  Statement  which  includes the  Registrable  Securities is ordered
effective by the  Commission,  the Company shall  deliver,  or shall cause legal
counsel for the Company to deliver,  to the transfer agent for such  Registrable
Securities  and to the Buyer  (with  copies  to the  Holders  whose  Registrable
Securities are included in such Registration Statement, if other than the Buyer)
confirmation that the Registration  Statement has been declared effective by the
Commission.

     (q) Attorney's  Fees. If any party to this Agreement shall bring any action
for  relief  against  the  other  arising  out  of or in  connection  with  this
Agreement,  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.

     (r) No Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

<PAGE>

     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.


                                    TRINITY LEARNING CORPORATION


                                    By:_______________________________
                                                President

                                    By:_______________________________
                                                Secretary


                                    OCEANUS VALUE FUND, L.P.


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

                                    By:_______________________________
                                    Title:____________________________