EXHIBIT 10.71


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.


                               DATE: JULY 29, 2004

     $500,000.00

                          TRINITY LEARNING CORPORATION

                       12% SENIOR SECURED PROMISSORY NOTE
                              DUE OCTOBER 27, 2004

     This 12% Senior Secured  Promissory  Note (the "Note") is issued by Trinity
Learning  Corporation,  a corporation  duly organized and validly existing under
the  laws of the  State  of  Utah  (the  "Company"),  pursuant  to that  certain
Securities  Purchase  Agreement  (the  "Agreement")  entered  into  concurrently
herewith by and between the Company and Oceanus Value Fund, L.P.

     1. Payment Obligation.  For value received,  the Company promises to pay to
Oceanus Value Fund, L.P. or its permitted successors and assigns  (collectively,
the  "Holder"),  (i) the  principal  amount  of Five  Hundred  Thousand  Dollars
($500,000) (to which may be added any liquidated damages that accrue pursuant to
the terms of the  Agreement  or the  Registration  Rights  Agreement  referenced
below) and (ii)  interest on the  principal  amount  outstanding  at the rate of
twelve percent (12%) per annum,  compounded  annually.  The principal  amount of
this Note,  together  with all  accrued  and unpaid  interest,  shall be due and
payable in full on October 27, 2004 (the "Maturity  Date");  provided,  however,
that  interest on this Note in the amount of  Fourteen  Thousand  Seven  Hundred
Ninety-Five  Dollars  ($14,795)  shall be pre-paid by the Company upon execution
hereof (which pre-payment shall be  non-refundable).  Accrual of interest on the
ou 1  tstanding  principal  amount  shall  commence on the date hereof and shall
continue until full payment of the outstanding principal amount has been made or
duly provided for. Payments on this Note are payable to the Holder in whose name
this Note (or one or more  successor  Notes) is registered on the records of the
Company regarding  registration and transfer of this Note (the "Note Register");
provided,  however,  that the Company's  obligation to a transferee of this Note
arises only if such  transfer,  sale or other  disposition is made in accordance
with the terms and  conditions  of the  Agreement.  The  Company  may prepay the
principal amount

<PAGE>

of this Note at any time, without premium or penalty.

     2.  Provisions  as to  Payment.  Payments  on  this  Note  are  payable  in
immediately  available  funds in currency of the United States of America at the
address last  appearing  on the Note  Register of the Company as  designated  in
writing  by the  Holder  hereof  from time to time.  The  Company  shall pay the
outstanding  principal  amount and all accrued and unpaid interest due upon this
Note on the Maturity  Date,  less any amounts  required by law to be deducted or
withheld,  to the  Holder  of this  Note  appearing  of  record  as of the fifth
business  day (as  defined  in the  Agreement)  prior to the  Maturity  Date and
addressed to such Holder at the last address appearing on the Note Register. The
forwarding  of such funds  shall  constitute  full  payment  of all  outstanding
principal  and accrued  interest  hereunder  and shall satisfy and discharge the
liability  for  principal  and  interest  on this Note to the  extent of the sum
represented  by such  payment  plus any  amounts so deducted  or  withheld.  All
payments under this Note shall be credited first to reimburse the Holder for any
cost or expense reimbursable hereunder, then to the payment of accrued interest,
and third to the payment of principal.

     3. Withholding. The Company shall be entitled to withhold from all payments
of  principal  or  interest  pursuant  to this Note any  amounts  required to be
withheld  under  applicable  provisions of the United States income tax or other
applicable laws at the time of such payments.

     4. Transfer of Note; Opinion of Counsel; Legend.

     (a) This Note has been issued subject to investment  representations of the
original  Holder and may be transferred or exchanged only in compliance with the
Securities  Act of 1933,  as  amended  (the  "1933  Act") and  applicable  state
securities laws. Prior to presentment of this Note for transfer, the Company and
any agent of the  Company  may treat the  person in whose name this Note is duly
registered  on the  Note  Register  as the  Holder  hereof  for the  purpose  of
receiving payments as herein provided and for all other purposes, whether or not
this Note be  overdue,  and  neither  the  Company  nor any such agent  shall be
affected or bound by notice to the contrary.

     (b) The Holder  understands and acknowledges by its acceptance  hereof that
(i) this Note has not been, and is not being,  registered  under the 1933 Act or
any state securities  laws, and may not be offered for sale,  sold,  assigned or
transferred  unless (A)  subsequently  registered  thereunder  or (B) the Holder
shall  have  delivered  to  the  Company  an  opinion  of  counsel,   reasonably
satisfactory  in form,  substance  and scope to the Company,  to the effect that
this Note may be sold,  assigned or  transferred  pursuant to an exemption  from
such registration and (ii) neither the Company nor any other person is under any
obligation to register this Note under the 1933 Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder.

     5. Participation in Subsequent Financings. If, at any time while any amount
remains due and payable under this Note, the Company  decides to proceed with an
equity


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<PAGE>

financing of any kind (a "Financing"),  it shall not proceed with such Financing
until  it has  provided  the  Holder  with  all  documentation  describing  such
Financing and an opportunity to participate as provided  herein.  If, within ten
(10)  business  days after the  Holder's  receipt of the last of such  Financing
documentation and such other  information  regarding the Financing as the Holder
may  request,  the Holder  gives  written  notice to the Company that the Holder
desires to participate in such Financing,  the Company shall thereafter take all
actions as are necessary to allow the Holder's participation in the Financing on
the same  terms as the other  participants,  except  that the price paid for the
Holder's  participation  shall  the  lesser  of $1.00 per share or the price per
share paid by the other participants in the Financing. In lieu of all or part of
any cash payment that would  otherwise be made to the Company in connection with
such Financing, the Holder shall be entitled to participate in such Financing by
instead contributing $1.00 of debt forgiveness under this Note for each $1.00 of
participation.

     6.  Obligations  of the Company  Herein Are  Unconditional.  The  Company's
obligations  to repay  this Note at the time,  place,  interest  rate and in the
currency  hereinabove stated are absolute and  unconditional.  This Note and all
other Notes now or hereafter  issued in  replacement of this Note on the same or
similar terms are direct  obligations  of the Company.  This Note ranks at least
equally with all other Notes now or  hereafter  issued under the terms set forth
herein.

     7. Waiver of Demand, Presentment,  Etc. The Company hereby expressly waives
demand and presentment  for payment,  notice of nonpayment,  protest,  notice of
protest,  notice of dishonor,  notice of  acceleration  or intent to accelerate,
bringing of suit and  diligence in taking any action to collect  amounts  called
for hereunder and shall be directly and primarily  liable for the payment of all
sums owing and to be owing  hereunder,  regardless  of and  without  any notice,
diligence,  act or omission as or with respect to the  collection  of any amount
called for herein.  No delay or omission of any Holder hereof in exercising  any
right or remedy hereunder shall constitute a waiver of any such right or remedy.
A waiver on one  occasion  shall not operate as a bar to, or waiver of, any such
right or remedy on any future occasions.

     8. Attorney's Fees;  Reimbursable  Expenses.  The Company agrees to pay all
costs and expenses, including, without limitation, attorney's fees, which may be
incurred  by the  Holder in  collecting  any  amount  due under  this Note or in
enforcing any of the Holder's  rights as described  herein or under the Security
Agreement (as defined below).

     9. Default.  If one or more of the following  described "Events of Default"
shall occur:

     (a) The Company  shall fail to make  timely  payment of any amount then due
and owing under this Note;


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<PAGE>

     (b) Any of the representations or warranties made by the Company herein, in
the Agreement,  the Security  Agreement,  or in any certificate or other written
statement  heretofore  or hereafter  furnished by or on behalf of the Company in
connection  with the execution  and delivery of this Note,  the Agreement or the
Security  Agreement shall be false or misleading in any material  respect at the
time made and the Holder shall have  provided  written  notice to the Company of
the alleged  misrepresentation or breach of warranty and the same shall continue
uncured  for a period of seven  (7) days  after  such  written  notice  from the
Holder;

     (c) If (i) the Company  shall fail to perform or observe,  in any  material
respect, any covenant,  term, provision,  condition,  agreement or obligation of
the  Company  under  this Note not  covered by clause (a) or (b) above or (ii) a
default  occurs under the Security  Agreement or the  Agreement,  or any addenda
thereto,  and such  failure or default  shall  continue  uncured for a period of
seven (7) days after written notice from the Holder;

     (d) The Company shall either:  (i) become insolvent;  (ii) admit in writing
its  inability to pay its debts  generally or as they become due,  (iii) make an
assignment  for  the  benefit  of  creditors  or  commence  proceedings  for its
dissolution  or (iv) apply for,  or  consent to the  appointment  of, a trustee,
liquidator,  or  receiver  for  all or a  substantial  part of its  property  or
business;

     (e) A trustee, liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without the Company's consent
and such  appointment  is not  discharged  within  sixty  (60) days  after  such
appointment;

     (f) Any governmental agency, or any court of competent  jurisdiction at the
instance of any  governmental  agency,  shall  assume  custody or control of the
whole or any substantial  portion of the properties or assets of the Company and
such custody or control shall not be released within sixty (60) days thereafter;

     (g) Any money judgment,  writ or note of attachment,  or similar process in
excess of $25,000 in the aggregate shall be entered or filed against the Company
or any of its properties or assets and shall remain unpaid, unvacated,  unbonded
or unstayed for a period of fifteen  (15) days,  or in any event later than five
(5) days prior to the date of any proposed sale thereunder;

     (h) Bankruptcy,  reorganization,  insolvency or liquidation  proceedings or
other  proceedings for relief under any bankruptcy law or any law for the relief
of debtors  shall be  instituted  by or against the Company  and, if  instituted
against the Company,  shall not be  dismissed  within sixty (60) days after such
institution,  or the Company shall by any action or answer  approve of,  consent
to, or acquiesce in any such proceedings or admit the material


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<PAGE>

allegations  of,  or  default  in  answering  a  petition  filed  in,  any  such
proceeding;

     (i) The Company  shall have  received a notice of default on the payment of
any debt(s) aggregating in excess of $25,000 beyond any applicable grace period;

     (j) If (i) Douglas D. Cole shall cease to be the Company's  Chief Executive
Officer,  (ii) the  persons  who are  directors  on the date of this  Note  (the
"Current  Directors")  shall  cease to  constitute  at least a  majority  of the
Company's  Board of  Directors  or (iii) there is a change in  ownership  of the
Company's equity  securities which could result in the Current Directors ceasing
to constitute at least a majority of the Company's Board of Directors;

     (k) The  Company  shall be in default as to any  obligation  to the "Agent"
and/or the  "Lenders" (as those terms are defined in the  Agreement)  beyond any
applicable grace period; or

     (l) The Company's common stock shall have been voluntarily or involuntarily
removed from future quotation on the OTC Bulletin Board;

then,  or at any time  thereafter,  and in any and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
in one  instance  shall not be deemed to be a waiver in another  instance or for
any other prior or subsequent Event of Default), at the option of the Holder and
in the Holder's  sole  discretion,  the Holder may  immediately  accelerate  the
maturity  hereof,  whereupon all principal and accrued  interest and  liquidated
damages  (if  any)  hereunder  shall be  immediately  due and  payable,  without
presentment,  demand,  protest  or notice of any kind,  all of which are  hereby
expressly  waived by the Company,  anything herein or in any other instrument to
the  contrary  notwithstanding,  and the  Holder may  immediately,  and upon the
expiration  of any period of grace,  enforce any and all of the Holder's  rights
and remedies  provided herein or any other rights or remedies afforded by law or
equity. In the event of a default in payment under this Note, from and after the
date of  default  the  Company  agrees to pay,  as  liquidated  damages  (and in
addition to the interest  specified in Section 1 above), an amount equal to five
percent (5%) of the amount then owing on this Note for every thirty (30) days or
portion thereof that passes from the date of default until the date full payment
is received by the Holder.

     10. Security. Pursuant to a Security Agreement attached to the Agreement as
Exhibit  "C"  (the  "Security  Agreement"),  this  Note is  secured  by a shared
first-priority  security interest in substantially all of the Company's tangible
and intangible  assets  (including  intellectual  property)  (collectively,  the
"Collateral").  A default  under the terms of this Note shall also  constitute a
default under the Security Agreement.

     11. Due on Sale Clause. If the Company shall sell, convey, transfer, assign
or further encumber the Collateral or any part thereof or any interest  therein,
whether legal or equitable, in any manner (whether voluntarily or involuntarily)
not permitted under the Security Agreement, without the prior written consent of
the Holder,  which  consent the Holder  shall have no  obligation  to give,  the
Holder shall have the right, at its option, to declare this Note immediately


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<PAGE>

due and payable  irrespective of the Maturity Date specified herein. Any consent
by the Holder to such a transfer may be predicated  upon such terms,  conditions
and covenants as may be deemed  advisable or necessary in the sole discretion of
the  Holder,  including,  but not  limited  to,  the  right to (i)  require  the
transferee's  assumption  of  personal  liability  on the debt  hereunder,  (ii)
approve the form and substance of all transfer and assumption  documents,  (iii)
change the  interest  rate,  date of  maturity  and amount  and/or  schedule  of
payments  hereunder  and (iv) charge a fee based on a percentage of the original
principal  amount of this Note.  The granting of permission  for a transferee of
the  Collateral  to assume this Note shall not in any manner be deemed a consent
to any subsequent transfer,  and the Holder shall retain the right to consent to
such subsequent  transfer or transfers on the terms and conditions stated above.
Consent to one such transfer  shall not be deemed to be a waiver of the right of
such consent to further or successive transfers. No assumption or consent to any
subsequent  transfer  shall be deemed to  constitute a release of the  Company's
obligations hereunder.

     12. Enforceability; Maximum Interest Rate.

     (a) In case any  provision  of this  Note is held by a court  of  competent
jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
such provision shall be adjusted rather than voided, if possible,  so that it is
enforceable to the maximum extent possible,  and the validity and enforceability
of the  remaining  provisions  of this Note shall not in any way be  affected or
impaired thereby.

     (b)  Notwithstanding  anything to the contrary  contained in this Note, the
Company  shall not be  obligated to pay, and the Holder shall not be entitled to
charge,  collect,  receive,  reserve or take interest ("interest" being defined,
for purposes of this paragraph, as the aggregate of all charges which constitute
interest  under  applicable  law that are  contracted  for,  charged,  reserved,
received  or paid  under  this Note) in excess of the  maximum  rate  allowed by
applicable  law.  During any period of time in which the interest rate specified
herein  exceeds such maximum rate,  interest shall accrue and be payable at such
maximum rate.  For purposes of this Note, the term  "applicable  law" shall mean
that law in effect from  time-to-time and applicable to the transaction  between
the Company and the Holder which lawfully permits the charging and collection of
the highest  permissible  rate of interest  on such  transaction  and this Note,
including the laws of the State of Kansas and, to the extent  controlling,  laws
of the United States of America.

     13.  Entire  Agreement.  This Note,  together  with the  Agreement  and the
Security  Agreement  and any exhibits or  schedules  attached  thereto,  and any
addenda to any of the foregoing,  constitute  the full and entire  understanding
between the Company and the Holder with respect to the subject matter hereof and
thereof and supersede all prior  negotiations,  agreements  and  understandings,
written or oral, with respect to such subject matter.  No provision of this Note
shall be  amended,  waived,  discharged  or  terminated  other than by a written
instrument signed by the Company and the Holder.

     14.  Governing  Law.  This  Note  shall be  governed  by and  construed  in
accordance


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<PAGE>

with the  laws of the  State of  Kansas  without  giving  effect  to  applicable
principles  of conflict of law.  The Company  hereby  agrees that the  exclusive
venue for resolution of any case or controversy  arising out of or in connection
with this Note shall be the State of Kansas.

     15. Headings. The headings in this Note are for convenience only, and shall
not be used in the construction of this Note.






     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by
its duly authorized officers on the date first written above.

                                     "Company"

                                     TRINITY LEARNING CORPORATION


                                     By:______________________________
                                                President

                                     By:______________________________
                                                Secretary




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