EXHIBIT 10.77



                         Bridgewater Capital Corporation
                            610 Newport Center Drive
                                    Suite 830
                             Newport Beach, CA 92660


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


July 23, 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 Bridgewater
Capital Corporation ("Bridgewater") to act as a non-exclusive finder 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  Bridgewater
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 Bridgewater's  services  hereunder,  the Company hereby
     agrees  to pay  Bridgewater  (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).  The Warrants shall
          have a term of five years from the Closing Date, shall provide


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          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 Bridgewater (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  Bridgewater  for  reasonable  out-of-pocket
          expenses  pre-approved  by  the  Company  and  supported  by  invoices
          incurred by  Bridgewater  in connection  with the  performance  of the
          Services.

2.   The term of Bridgewater's  engagement as a finder 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  Bridgewater 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  Bridgewater,  nor the
     right of  Bridgewater  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  Bridgewater 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 Bridgewater and its directors,  officers,  employees, agents
          and  controlling  persons  (Bridgewater  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  against any action,  claim,  suit or
          proceeding commenced or threatened,


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          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,  Bridgewater  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 Bridgewater to an Introduced Investor, and (ii)
          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 Bridgewater or the Company
          is a party), as and when incurred, directly or indirectly,  caused by,
          relating  to,  based upon or  arising  out of  Bridgewater's  actions.
          Notwithstanding the foregoing, Bridgewater 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. Bridgewater 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 Bridgewater, 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  Bridgewater  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  Bridgewater  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 by Bridgewater  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


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     disclose or  otherwise  refer to such advice or  information  in any manner
     without Bridgewater's written consent.

6.   Bridgewater  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  California  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  Bridgewater  and (d) shall be
     binding and inure to the  benefit of the  Company,  Bridgewater,  and other
     Indemnified  Parties  and their  respective  successors  and  assigns.  The
     Company  acknowledges  that  Bridgewater 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:



Bridgewater Capital Corporation               Trinity Learning Corporation



By:___________________________                By:___________________________

Name:_________________________                Doug Cole

Title:________________________                Chief Executive Officer





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