EXHIBIT 10.70


                          SECURITIES PURCHASE AGREEMENT


     This Securities  Purchase  Agreement (the  "Agreement") is made and entered
into  on  July  29,  2004,  by  and  between  Trinity  Learning  Corporation,  a
corporation  organized  under the laws of the State of Utah,  with its principal
place of  business  located at 1831 Second  Street,  Berkeley,  California  (the
"Company"), and Oceanus Value Fund, L.P. (the "Buyer").

                                    Recitals

     A. The Company and the Buyer are executing and delivering this Agreement in
reliance upon the exemptions  from securities  registration  afforded by (i) the
provisions of Regulation D ("Regulation  D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "1933 Act"), and (ii) Section 4(2) under the 1933 Act.

     B. The Buyer desires to purchase from the Company,  and the Company desires
to sell to the Buyer, for the amount and upon the terms and conditions stated in
this Agreement, in a closing (the "Closing") as herein described,  the following
securities of the Company:

     (i) The Company's 12% Senior Secured  Promissory Note, the form of which is
attached as Exhibit A (the "Note"), which may be converted into the Company's no
par value common stock (the "Common Stock") and/or other securities on the terms
and conditions set forth in the Note. The principal  amount of the Note shall be
Five Hundred Thousand Dollars ($500,000).

     (ii) As additional  consideration for the Buyer's purchase of the Note, the
Company  shall also issue to the Buyer a warrant  (the  "Warrant")  to  purchase
125,000 shares of Common Stock with an exercise price of $1.00 per share,  which
Warrant  must be  exercised  (if at all) within five (5) years after the date of
issuance. The Warrant shall be in the form attached as Exhibit B.

     Any Common Stock or other securities  issuable pursuant to Section 5 of the
Note shall be referred to herein as the  "Conversion  Shares."  The Common Stock
receivable  upon  exercise  of the  Warrant  shall be  referred to herein as the
"Warrant Shares." The Note, the Conversion  Shares,  the Warrant and the Warrant
Shares may be collectively referred to herein as the "Securities."

     C. Contemporaneously with the execution and delivery of this Agreement, the
Company  is  executing  and  delivering  a  Security  Agreement  (the  "Security
Agreement") in the form of the attached Exhibit C, pursuant to which the Company
has agreed to secure its obligations  under the Note with a security interest in
substantially  all  tangible  and  intangible  assets  (including   intellectual
property) owned by the Company (the "Collateral").  Pursuant to an Intercreditor
Agreement with SBI Advisors,  LLC (the  "Agent"),  as agent for Hong Kong League

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Central Credit Union and HIT Credit Union (collectively,  the "Lenders"), in the
form  attached  as Exhibit D (the  "Intercreditor  Agreement"),  the Buyer shall
share a  first-priority  security  interest in the Collateral with the Agent and
the Lenders.

     D. Contemporaneously with the execution and delivery of this Agreement, the
parties hereto are also executing and delivering a Registration Rights Agreement
(the  "Registration  Rights  Agreement") in the form of the attached  Exhibit E,
pursuant to which the Company has, among other things, agreed to provide certain
registration  rights for the Conversion  Shares and the Warrant Shares under the
1933 Act and applicable state securities laws.

                                   Agreements

     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. Purchase and Sale of the Securities.

     (a)  Purchase.  At the Closing,  the Buyer agrees to purchase the Note from
the Company and the Company  agrees to sell the Note to the Buyer.  The purchase
price for the Note shall be $500,000 (the "Purchase Price"),  out of which shall
be paid (i)  $14,795 in pre-paid  interest  (as  provided in the Note),  (ii) an
origination  fee of $15,000  and (iii) such other  amounts as may be included in
the  Disbursement   Instructions   attached  as  Exhibit  F  (the  "Disbursement
Instructions").  The  disbursements  specified in the Disbursement  Instructions
(including  disbursement  to the Company of the remainder of the Purchase Price)
shall be made on the Closing Date (as defined below).

     (b) The Closing. The date of the Closing (the "Closing Date") shall be July
29, 2004,  or such other date as the parties may agree in writing.  On or before
the Closing Date,  (i) the Purchase Price shall be delivered to the Escrow Agent
(as defined in the Escrow  Agreement in the form of the attached  Exhibit G (the
"Escrow  Agreement"))  and (ii) the Company shall deliver to the Escrow Agent on
behalf of the Company the originals of this  Agreement,  the Note,  the Warrant,
the Security  Agreement,  the Intercreditor  Agreement,  the Registration Rights
Agreement,  the Disbursement  Instructions and the Escrow  Agreement,  each duly
authorized and executed by the Company  and/or any other parties  thereto (other
than the  Buyer),  together  with such other  items as may be  required  by this
Agreement (collectively, the "Closing Documents").

     (c)  Payment.  The Buyer shall pay the Purchase  Price by wire  transfer of
immediately  available funds in United States Dollars,  to be deposited into the
Escrow  Account (as defined in the Escrow  Agreement),  against  delivery to the
Escrow Agent of the Closing Documents by the Company. At the Closing, the Escrow
Agent shall be responsible  for  disbursement of the Purchase Price according to
the Disbursement Instructions and delivery of the Closing Documents to the Buyer
(with copies to the Company duly executed by the Buyer, where required), in each
case in accordance with the terms of the Escrow Agreement.

<PAGE>

     2. The Buyer's Representations and Warranties. With respect to its purchase
hereunder,  the Buyer  represents  and warrants to the Company,  and agrees,  as
follows:

     (a) Investment Purposes;  Compliance With 1933 Act. The Buyer is purchasing
the  Securities  for its own  account  for  investment  only and not with a view
towards, or in connection with, the public sale or distribution thereof,  except
pursuant to sales registered,  or exempt from  registration,  under the 1933 Act
and applicable state securities laws. The Buyer is not purchasing the Securities
for the purpose of covering short sale positions in the Common Stock established
on or prior to the Closing  Date.  The Buyer agrees to offer,  sell or otherwise
transfer the Securities only (i) in accordance with the terms of this Agreement,
the Note and the Warrant, as applicable, and (ii) pursuant to registration under
the 1933 Act or an exemption from registration  under the 1933 Act and any other
applicable  securities laws. The Buyer does not by its  representations  in this
Section  2(a) agree to hold the  Securities  for any  minimum or other  specific
term,  and reserves the right to dispose of the  Securities at any time pursuant
to a registration statement or in accordance with an exemption from registration
under the 1933 Act, in all cases in accordance with applicable state and federal
securities  laws.  The Buyer  understands  that it shall be a  condition  to the
issuance of the Conversion Shares and the Warrant Shares that such shares be and
are subject to the representations set forth in this Section 2(a).

     (b) Accredited Investor Status. The Buyer is a Delaware limited partnership
and is an  "accredited  investor,"  as that term is  defined  in Rule  501(a) of
Regulation  D. The Buyer has such  knowledge  and  experience  in financial  and
business  matters that it is capable of  evaluating  the merits and risks of the
investment  made pursuant to this  Agreement.  The Buyer is aware that it may be
required  to bear the  economic  risk of the  investment  made  pursuant to this
Agreement for an indefinite period of time, and is able to bear such risk.

     (c) Reliance on Exemptions.  The Buyer  understands that the Securities are
being  offered  and  sold to it in  reliance  on  specific  exemptions  from the
registration  requirements of applicable  federal and state securities laws, and
that the  Company is relying  upon the truth and  accuracy  of, and the  Buyer's
compliance with, the  representations,  warranties,  agreements and covenants of
the Buyer  set  forth  herein in order to  determine  the  availability  of such
exemptions and the eligibility of the Buyer to acquire the Securities.

     (d)  Information.  The Buyer and its advisors,  if any, have been furnished
with all  materials  relating to the  business,  finances and  operations of the
Company and materials relating to the offer and sale of the Securities that have
been  requested  by the Buyer.  The Buyer and its  advisors,  if any,  have been
afforded  the  opportunity  to ask all  questions of the Company as they have in
their discretion deemed advisable.  The Buyer understands that its investment in
the  Securities  involves  a high  degree of risk.  The Buyer  has  sought  such
accounting,  legal and tax advice as it has considered  necessary to an informed
investment  decision  with  respect  to the  investment  made  pursuant  to this
Agreement.

     (e) No  Government  Review.  The Buyer  understands  that no United  States
federal  or state  agency or any other  government  or  governmental  agency has
approved or made any

<PAGE>

recommendation  or  endorsement of the Securities or the fairness or suitability
of the investment in the Securities,  nor have such  authorities  passed upon or
endorsed the merits of the offering of the Securities.

     (f) Transfer or Resale.  The Buyer understands that: (i) except as provided
in the Registration  Rights Agreement,  the Securities have not been and are not
being registered under the 1933 Act or any state securities laws, and may not be
offered for sale, sold or otherwise  transferred  unless either (A) subsequently
registered  thereunder  or (B) the Buyer shall have  delivered to the Company an
opinion by counsel  reasonably  satisfactory to the Company,  in form, scope and
substance  reasonably  satisfactory  to the  Company,  to the  effect  that  the
securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from such  registration  and (ii)  neither  the Company nor any other
person is under any obligation to register the Securities  under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption  thereunder (in each case, except as required by this Agreement or the
Registration Rights Agreement).

     (g) Legend.  Subject to Section 5(b) below, the Buyer  understands that the
Note, the Warrant and the stock certificates  representing the Conversion Shares
and the Warrant Shares (until such time as the Conversion Shares and the Warrant
Shares have been  registered  under the 1933 Act  pursuant  to the  Registration
Rights  Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (or
any applicable rule which operates to replace said Rule)  promulgated  under the
1933 Act  ("Rule  144")),  will bear a  restrictive  legend  (the  "Legend")  in
substantially the following form:

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.

     (h) Authorization;  Enforcement.  This Agreement,  the Registration  Rights
Agreement, the Disbursement Instructions,  the Security Agreement and the Escrow
Agreement   (collectively,   the  "Agreements")   have  been  duly  and  validly
authorized,  executed and  delivered by the Buyer and are each valid and binding
agreements of the Buyer  enforceable in accordance with their terms,  subject as
to enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium and other similar laws affecting the enforcement of creditors' rights
generally.

     3. The Company's Representations and Warranties. The Company represents and
warrants to the Buyer, and agrees, as follows:

<PAGE>

     (a)  Organization  and  Qualification.  The Company is a  corporation  duly
organized and existing in good standing under the laws of the State of Utah, and
has the  requisite  corporate  power to own its  properties  and to carry on its
business  as now being  conducted.  The Company is duly  qualified  as a foreign
corporation  to do business  and is in good  standing in every  jurisdiction  in
which the  nature  of the  business  conducted  by it makes  such  qualification
necessary  and where the  failure  so to qualify  would have a Material  Adverse
Effect.  As used herein,  "Material  Adverse Effect" means any material  adverse
effect on the operations, properties or financial condition of the Company taken
as a whole.  The Common Stock is quoted on the OTC Bulletin  Board.  The Company
has received no notice,  either  written or oral,  with respect to the continued
eligibility of the Common Stock for such  quotation,  the Company has maintained
all requirements  for the  continuation of such quotation,  and the Company does
not  reasonably  anticipate  that the Common  Stock will be removed from the OTC
Bulletin Board in the  foreseeable  future.  The Company has complied,  and will
timely comply,  with all  requirements  of the SEC, the National  Association of
Securities  Dealers and the OTC  Bulletin  Board with respect to the issuance of
the Securities.

     (b)  Authorization;  Enforcement.  The Company has the requisite  corporate
power and authority to enter into and perform the Agreements,  to issue and sell
the  Securities  in  accordance  with the  terms  thereof,  and to  perform  its
obligations  under the Note and the Warrant in accordance with their terms.  The
Company's  execution,  delivery and performance of the Agreements,  the Note and
the Warrant, and its consummation of the transactions contemplated thereby, have
been duly  authorized by the Company's Board of Directors and no further consent
or authorization of the Company,  its Board of Directors,  its stockholders,  or
any other person or entity is required. The Agreements and, on the Closing Date,
the Note and the Warrant,  have been duly and validly  authorized,  executed and
delivered by the Company, and the Note (when issued), the Warrant (when issued),
and the Agreements  constitute the valid and binding  obligations of the Company
enforceable  in accordance  with their terms,  subject as to  enforceability  to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.

     (c) Capitalization.  As of May 7, 2004, the authorized capital stock of the
Company  consisted of 100,000,000  shares of Common Stock,  of which  27,728,466
shares were issued and outstanding, and 10,000,000 shares of preferred stock, of
which no shares were issued and outstanding. All of such outstanding shares have
been validly issued and are fully paid and  non-assessable.  No shares of Common
Stock are subject to preemptive  rights or any other similar rights or any liens
or  encumbrances.  As of the Closing  Date,  except as set forth in the attached
Schedule  3(c) or in the SEC Documents (as defined in paragraph (h) below) filed
prior to or for the quarter ended March 31, 2004,  (i) there are no  outstanding
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever  issued  or  agreed  to by the  Company  relating  to,  or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company or any of

<PAGE>

its  subsidiaries,   or  arrangements  by  which  the  Company  or  any  of  its
subsidiaries is or may become bound to issue additional  shares of capital stock
of the Company or any of its  subsidiaries,  (ii) there are no outstanding  debt
securities of the Company or any of its subsidiaries  except those issued to the
Agent and the Lenders and (iii) there are no  agreements or  arrangements  under
which the Company or any of its  subsidiaries  is obligated to register the sale
of any of its or their  securities under the 1933 Act (except as provided herein
and in the  Registration  Rights  Agreement).  If  requested  by the Buyer,  the
Company  has  furnished  to the Buyer true and correct  copies of the  Company's
Articles of  Incorporation  as in effect on the date hereof  (the  "Articles  of
Incorporation"), and the Company's Bylaws as in effect on the date hereof.

     (d) Issuance of Warrant and Conversion  Shares.  The Warrant Shares are all
duly authorized and reserved for issuance,  and in all cases upon issuance shall
be validly issued, fully paid and non-assessable, free from all taxes, liens and
charges  with  respect  to the  issuance  thereof,  and will not be  subject  to
preemptive  rights or other similar rights of stockholders of the Company.  Upon
issuance,  the  Conversion  Shares  shall  be  validly  issued,  fully  paid and
non-assessable,  free from all  taxes,  liens and  charges  with  respect to the
issuance thereof,  and will not be subject to preemptive rights or other similar
rights of stockholders of the Company

     (e)  Acknowledgment  Regarding Buyer's Purchase of the Securities.  (i) The
Buyer is not acting as a financial advisor to or fiduciary of the Company (or in
any  similar  capacity)  with  respect  to this  Agreement  or the  transactions
contemplated  hereby,  (ii) this  Agreement  and the  transactions  contemplated
hereby, and the relationship  between the Buyer and the Company, are and will be
considered "arms-length"  notwithstanding any other or prior agreements or nexus
between  the Buyer and the  Company,  whether  or not  disclosed,  and (iii) any
statements  made by the  Buyer,  or any of its  representatives  or  agents,  in
connection with this Agreement and the transactions  contemplated hereby are not
to be  construed as advice or a  recommendation,  are merely  incidental  to the
Buyer's  purchase of the  Securities and have not been relied upon in any way by
the Company,  its officers or directors.  The  Company's  decision to enter into
this Agreement and the transactions  contemplated  hereby have been based solely
upon an independent evaluation by the Company, its officers and directors.

     (f) No Integrated Offering.  Neither the Company nor any of its affiliates,
nor any person  acting on its or their behalf,  has directly or indirectly  made
any offers or sales of any security or solicited  any offers to buy any security
under circumstances which would prevent the parties hereto from consummating the
transactions  contemplated  hereby  pursuant to an exemption  from  registration
under the 1933 Act and,  specifically,  in  accordance  with the  provisions  of
Regulation  D.  The  transactions   contemplated  hereby  are  exempt  from  the
registration  requirements  of  the  1933  Act,  assuming  the  accuracy  of the
representations and warranties of the Buyer contained herein.

     (g) No  Conflicts.  Except  as set  forth in the  attached  Schedule  3(g),
neither the Company nor any of its  subsidiaries is in violation of its Articles
of Incorporation or other organizational  documents, and neither the Company nor
any of its  subsidiaries  is in default (and no event has occurred  which,  with
notice  or  lapse  of  time  or  both,  would  put  the  Company  or  any of its
subsidiaries in default)  under,  nor has there occurred any event giving others
(with  notice or lapse of time or both) any  rights of  termination,  amendment,
acceleration or cancellation, of

<PAGE>

any agreement,  indenture or other instrument to which the Company or any of its
subsidiaries is a party, except for possible defaults or rights as would not, in
the aggregate or individually,  have a Material Adverse Effect.  The business of
the  Company and its  subsidiaries  is not being  conducted  and, so long as the
Buyer owns any of the  Securities,  shall not be conducted,  in violation of any
law,  ordinance or regulation of any  governmental  entity,  except for possible
violations  which  neither  singly or in the  aggregate  would  have a  Material
Adverse  Effect.  Except as  specifically  contemplated  by this Agreement or as
required  under  the 1933 Act and any  applicable  state  securities  laws,  the
Company is not  required to obtain any  consent,  authorization  or order of, or
make any filing or registration with, any court, governmental agency, individual
or entity in order for it to execute, deliver and perform any of its obligations
under the  Agreements,  the Note or the  Warrant  in  accordance  with the terms
thereof.

     (h) SEC Documents;  Financial  Statements.  Except as disclosed on Schedule
3(h)  hereof,  since at least March 31,  2004,  the Company has timely filed all
reports,  schedules,  forms, statements and other documents required to be filed
by it with the SEC  pursuant to the  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended (the "1934  Act"),  with all of the  foregoing
that were filed prior to the date hereof and all exhibits  included  therein and
all financial  statements  and schedules  thereto and all documents  (other than
exhibits) incorporated by reference therein being hereinafter referred to as the
"SEC Documents." The Company has delivered to the Buyer (to the extent requested
by the  Buyer)  true  and  complete  copies  of the SEC  Documents.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements of the 1934 Act and the applicable rules and regulations of the SEC
promulgated  thereunder,  and none of the SEC  Documents,  at the time they were
filed with the SEC, contained any untrue statement of a material fact or omitted
to state a  material  fact  required  to be stated  therein in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  As of their respective  dates, the financial  statements of the
Company  included  in the SEC  Documents  complied  as to  form in all  material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the SEC with respect thereto.  Such financial statements (i) have
been prepared in  accordance  with  generally  accepted  accounting  principles,
consistently applied, during the periods involved except (A) as may be otherwise
indicated in such  financial  statements or the notes thereto or (B) in the case
of unaudited interim statements, to the extent they may exclude footnotes or may
be  condensed  or summary  statements  and (ii) fairly  present in all  material
respects the  financial  position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited  statements,  to normal  year-end audit  adjustments).  No
information  provided by or on behalf of the Company to the Buyer  contains  any
untrue statement of a material fact or omits to state any material fact required
to be stated  therein in order to make the statements  therein,  in the light of
the circumstances  under which they are or were made, not misleading.  Except as
set  forth  in the  financial  statements  of the  Company  included  in the SEC
Documents, the Company has no liabilities,  contingent or otherwise,  other than
(i) liabilities  incurred in the ordinary  course of business  subsequent to the
date of such  financial  statements  and (ii)  obligations  under  contracts and
commitments  incurred in the ordinary  course of business and not required under
generally  accepted  accounting  principles  to be reflected  in such  financial
statements, in each case of

<PAGE>

clauses (i) and (ii) above,  which,  individually  or in the aggregate,  are not
material to the financial condition, business, operations, properties, operating
results or prospects of the Company.  The SEC  Documents  contain a complete and
accurate  description of all written and oral contracts,  agreements,  leases or
other  instruments to which the Company or any subsidiary is a party or by which
the  Company or any  subsidiary  is bound  which are  required  by the rules and
regulations promulgated by the SEC to be disclosed (each a "Contract").  None of
the Company, its subsidiaries or, to the best of the Company's knowledge, any of
the other  parties  thereto,  is in breach or violation of any  Contract,  which
breach or violation  would, or with the lapse of time, the giving of notice,  or
both, have a Material Adverse Effect.

     (i) Absence of Certain Changes; Bankruptcy.  Except as disclosed in the SEC
Documents,  since at least March 31,  2004,  there has been no material  adverse
change  or  development  in  the  business,  properties,   operation,  financial
condition,  results of operations  or prospects of the Company.  The Company has
not taken any steps,  and does not currently have any reasonable  expectation of
taking any steps,  to seek  protection  pursuant to any bankruptcy law, nor does
the Company have any knowledge that its creditors intend to initiate involuntary
bankruptcy proceedings.

     (j) Absence of  Litigation.  Except as set forth in the  attached  Schedule
3(j) or in the SEC  Documents  filed prior to or for the quarter ended March 31,
2004, there is no action, suit,  proceeding,  inquiry or investigation before or
by any court,  public board or governmental body pending or, to the knowledge of
the Company, threatened against or affecting the Company, wherein an unfavorable
decision,  ruling or finding would have a Material Adverse Effect or which would
adversely affect the validity or enforceability  of, or the authority or ability
of the Company to perform its  obligations  under,  this Agreement or any of the
documents contemplated herein.

     (k)  Foreign  Corrupt  Practices.  Neither  the  Company  nor  any  of  its
subsidiaries,  nor any officer, director or other person acting on behalf of the
Company or any  subsidiary  has, in the course of his, her or its actions for or
on  behalf  of the  Company,  (i)  used any  corporate  funds  for any  unlawful
contribution,   gift,  entertainment  or  other  unlawful  expense  relating  to
political  activity,  (ii) made any direct or indirect  unlawful  payment to any
foreign or domestic  government official or employee from corporate funds, (iii)
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices  Act of 1977,  as  amended,  or (iv) made any bribe,  rebate,  payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

     (l) Brokers; No General Solicitation.  The Company has taken no action that
would give rise to any claim by any person for brokerage  commissions,  finder's
fees or  similar  payments  relating  to  this  Agreement  and the  transactions
contemplated  hereby,  other than as set forth in the attached  Schedule 3(l) or
the Disbursement Instructions. The Company acknowledges that no broker or finder
was involved with respect to the transactions contemplated hereby, other than as
set  forth  in the  attached  Schedule  3(l) or the  Disbursement  Instructions.
Neither  the  Company  nor any  other  person  or  entity  participating  on the
Company's

<PAGE>

behalf in the transactions  contemplated hereby, nor any person or entity acting
for the Company or any such other person or entity,  has  conducted any "general
solicitation,"  as described in Rule 502(c) under  Regulation D, with respect to
the Securities.

     (m) Status of Assets.  Except as described  on Schedule  3(m) or in the SEC
Documents  filed prior to or for the quarter  ended March 31, 2004,  the Company
has good and  marketable  title to each of the assets  that is  material  to its
business,  free  and  clear  of  all  liens,  claims,   restrictions  and  other
encumbrances.

     (n) Eligibility to File  Registration  Statement.  The Company is currently
eligible  to file  registration  statements  with the SEC on Form SB-2 under the
1933 Act.

     4. Covenants of the Parties.

     (a) Best Efforts.  Each party shall use its best efforts to timely  satisfy
each of the  conditions to be satisfied by it as provided in Sections 6 and 7 of
this Agreement.

     (b) Securities  Laws. The Company shall timely file a Form D (and any other
equivalent form or notice required by applicable  state law) with respect to the
Securities if and as required under Regulation D and applicable state securities
laws and  provide  copies  thereof to the Buyer upon the  Buyer's  request.  The
Company shall, on or before the Closing Date, take all action necessary in order
to sell the  Securities to the Buyer in compliance  with federal and  applicable
state  securities laws, and shall provide written evidence of such action to the
Buyer upon the Buyer's request.

     (c) Reporting  Status.  So long as the Buyer  beneficially  owns any of the
Securities, the Company shall (i) file all reports required to be filed with the
SEC pursuant to the 1934 Act and (ii) maintain its status as an issuer  required
to file  reports  under  the 1934  Act,  even if the 1934 Act or the  rules  and
regulations thereunder would permit termination of such status.

     (d)  Information.  So  long  as  the  Buyer  beneficially  owns  any of the
Securities,  the Company shall send the following items to the Buyer: (i) within
three  (3)  days  after  filing  with the  SEC,  a copy of each of its  proxy or
information statements,  annual reports, quarterly reports and any reports filed
on Form 8-K and (ii) as soon as practicable after release thereof, copies of all
press releases issued by the Company or any of its subsidiaries.

     (e)  Reservation of Shares.  The Company shall at all times have authorized
and reserved  for the purpose of issuance  that number of shares of Common Stock
which is  sufficient  to provide for the issuance of all of the Warrant  Shares.
Prior to complete  exercise  of the  Warrant,  the Company  shall not reduce the
number of shares of Common Stock  reserved for  issuance  hereunder  without the
written consent of the Buyer, except for a reduction  proportionate to a reverse
stock split which affects all shares of Common Stock equally.

<PAGE>

     (f) Listing or Quotation.  The Company shall promptly secure the listing of
the  Warrant  Shares and the  Conversion  Shares upon each  national  securities
exchange or  automated  quotation  system,  if any,  upon which shares of Common
Stock are then  listed  (subject  to  official  notice of  issuance),  and shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing of the Warrant Shares and the  Conversion  Shares as may exist from time
to time  under  the  terms of this  Agreement  and/or  the  Registration  Rights
Agreement.  The  Company  shall at all  times  comply in all  respects  with the
Company's reporting,  filing and other obligations under the by-laws or rules of
the National  Association  of Securities  Dealers and the OTC Bulletin  Board or
such national  securities exchange or other market on which the Common Stock may
then be quoted or listed, as applicable.

     (g) Prospectus  Delivery  Requirement.  The Buyer understands that the 1933
Act requires delivery of a prospectus  relating to the Conversion Shares and the
Warrant  Shares in connection  with any sale thereof  pursuant to a registration
statement  under the 1933 Act,  and the Buyer shall  comply with any  applicable
prospectus  delivery  requirements  of the 1933 Act in connection  with any such
sale.  The  Company  shall  have the  right to rely upon the  Buyer's  agreement
contained in this  Section  4(g);  therefore,  with respect to any resale of the
Conversion Shares and the Warrant Shares by the Buyer pursuant to a registration
statement,  any certificate evidencing such Conversion Shares and Warrant Shares
shall not contain a restrictive legend of any kind.

     (h)  Intentional  Acts or  Omissions.  Neither  party  shall  intentionally
perform  or  fail to  perform  any act  that,  if  performed  or  omitted  to be
performed,  would prevent or excuse the  performance of this Agreement or any of
the transactions contemplated hereby.

     (i)  Expenses.  At the  Closing,  the  Company  agrees to pay to, or at the
direction  of,  the  Buyer an  amount  equal to the  attorney's  fees and  other
expenses  incurred  by  Buyer  in  connection  with the  Buyer's  due  diligence
investigation (including airfare, hotel accommodations and car rental), document
preparation and escrow for the transactions contemplated by this Agreement (with
attorney's fees and related costs not to exceed $10,000).

     (j) Corporate Status; Taxes. The Company shall, at least until the Buyer no
longer holds any of the  Securities,  maintain its  corporate  existence in good
standing  and shall  pay all  taxes  when due  except  for  taxes it  reasonably
disputes.

     5. Legend; Transfer Instructions; Related Matters.

     (a)  Transfer  Agent  Instructions.  Promptly  after  receiving  notice  of
exercise of the  Warrant,  and in any event no more than three (3) trading  days
after the  Company's  receipt of such  notice of  exercise,  the  Company  shall
instruct its transfer agent to issue certificates, registered in the name of the
Buyer or its  permitted  nominee,  for  Warrant  Shares in such  amounts  as are
specified  in such  notice.  All such  certificates  shall bear the  restrictive
legend  specified in Section 2(g) of this Agreement only to the extent  required
by applicable law and as specified in this Agreement or any documents referenced
herein.  The Company  represents and warrants that (i) no  instructions  will be
given by it to its transfer agent other than (A) the

<PAGE>

instructions   referred  to  in  this  Section  5  and  (B)  any  stop  transfer
instructions  required to give effect to Section  2(f) hereof in the case of the
Warrant  Shares  prior to  their  registration  under  the 1933 Act and (ii) the
Warrant Shares shall  otherwise be freely  transferable on the books and records
of the Company as and to the extent  permitted by applicable law and provided by
this Agreement,  the Warrant and the Registration  Rights Agreement.  Nothing in
this Section  shall affect in any way the Buyer's  obligations  and agreement to
comply with all applicable securities laws upon resale of the Warrant Shares. If
the Buyer (i)  provides  the  Company  with an  opinion  of  counsel  reasonably
satisfactory to Company that  registration by the Buyer of the Securities is not
required  under  the  1933  Act,  (ii)  transfers  any of the  Securities  to an
affiliate which is an accredited  investor (in accordance with the provisions of
this Agreement) or (iii) transfers any of the Securities in compliance with Rule
144,  then,  in each  instance,  the Company  shall permit such transfer and, if
applicable,  promptly (and in all events within three (3) trading days) instruct
its transfer  agent to issue one or more  certificates  in such name and in such
denominations as specified by the Buyer.

     (b) Removal of Legend. The Legend shall be removed from any certificate for
a Security,  and a certificate for a Security shall be originally issued without
the Legend, if, unless otherwise required by state securities laws, (i) the sale
of such  Security  is  registered  under the 1933 Act,  (ii) the  holder of such
Security provides the Company with an opinion by counsel reasonably satisfactory
to the Company, that is in form, substance and scope reasonably  satisfactory to
the Company,  to the effect that a public sale or transfer of such  Security may
be made without  registration  under the 1933 Act or (iii) such holder  provides
the  Company  with  assurances  reasonably  satisfactory  to the Company and its
counsel that such  Security  can be sold  pursuant to Rule 144. The Buyer agrees
that its sale of all Securities,  including  those  represented by a certificate
from which the Legend has been removed,  or which were originally issued without
the Legend, shall be made only pursuant to an effective  registration  statement
(with  delivery of a prospectus in  connection  with such sale) or in compliance
with an exemption  from the  registration  requirements  of the 1933 Act. In the
event  the  Legend is  removed  from the  certificate  for any  Security  or any
certificate  for a Security  is issued  without  the Legend and  thereafter  the
effectiveness of a registration  statement covering the sale of such Security is
suspended or the Company  determines  that a supplement or amendment  thereto is
required by applicable  securities laws, then upon reasonable  advance notice to
the holder of such  Security,  the Company shall be entitled to require that the
Legend be placed upon such  Security,  which  Legend  shall be removed when such
Security may again be sold  pursuant to an effective  registration  statement or
Rule 144 or such holder provides the opinion with respect  thereto  described in
clause (ii) above.

     (c)  Exercise  of Warrant.  The Buyer shall have the right to exercise  the
Warrant by delivering a Notice of Exercise as provided in the Warrant. Each date
on which a Notice of Exercise is delivered to the Company in accordance with the
provisions  hereof shall be deemed an "Exercise Date." The Company will transmit
the certificates  representing the shares of Common Stock issuable upon exercise
of the Warrant (along with a replacement Warrant representing the amount of said
Warrant  not so  exercised,  if  applicable)  to the Buyer or its  designee  via
overnight  courier  within three (3) business  days after the relevant  Exercise
Date

<PAGE>

(with respect to each  exercise,  the  "Deadline").  Time is of the essence with
respect to the requirements of the immediately preceding sentence.

     (d) Injunctive Relief for Breach. The Company acknowledges that a breach of
its  obligations  under  Sections  5(a),  5(b)  and/or  5(c)  above  will  cause
irreparable  harm to the  Buyer by  vitiating  the  intent  and  purpose  of the
transactions  contemplated  hereby.  Accordingly,  the  Company  agrees that the
remedy at law for a breach  of its  obligations  under  such  Sections  would be
inadequate and agrees that, in the event of a breach or threatened breach by the
Company,  the Buyer shall be entitled,  in addition to all other remedies at law
or in equity,  to an injunction  restraining any breach and requiring  immediate
issuance  and/or  transfer,  without the necessity of showing  economic loss and
without any bond or other security being required.

     (e) Liquidated Damages for Non-Delivery of Certificates. In addition to the
provisions of Section 5(d) above,  the Company  understands  and agrees that any
delay in the issuance of the  certificates  beyond the  Deadline  will result in
substantial   economic  loss  and  other  damages  to  the  Buyer.   As  partial
compensation  to the Buyer for such loss,  the Company  agrees to pay liquidated
damages  (which the  Company  acknowledges  is not a  penalty)  to the Buyer for
issuance and delivery of the certificates after the Deadline, in accordance with
the  following  schedule  (where "No.  of Business  Days Late" is defined as the
number of business days beyond three (3) business days from the date of delivery
by the Buyer to the Company of a Notice of Exercise or, if later,  from the date
on which all other  necessary  documentation  duly  executed  and in proper form
required for exercise of the Warrant has been delivered to the Company:

   No. of Business Days        Late Liquidated Damages (in US$)
   --------------------        --------------------------------

            1                              $300
            2                              $400
            3                              $500
            4                              $600
            5                              $700
            6                              $800
            7                              $900
            8                              $1,000
            9                              $1,250
            10                             $1,500
            11+                            $1,750 + $1,000 for
                                           each Business Day Late
                                           beyond 11 days

     Subject  to the  Buyer's  right,  in its sole  discretion,  to add  accrued
liquidated  damages on to the  principal  amount of the Note (as provided in the
Note),  the Company shall pay the Buyer any  liquidated  damages  incurred under
this Section  5(e) by  certified or cashier's  check upon the earlier of (i) the
issuance  to the Buyer of the  certificates  with  respect to which the  damages
accrued or (ii) each  monthly  anniversary  of the receipt by the Company of the
Buyer's  Notice of Exercise,  as the case may be. Nothing herein shall limit the
Buyer's right to pursue actual

<PAGE>

damages for the Company's failure to issue and deliver certificates to the Buyer
in accordance  with the terms of this  Agreement or for breach by the Company of
this Agreement.

     6.  Conditions to the Company's  Obligation to Sell.  The obligation of the
Company  hereunder to sell the Note and the Warrant at the Closing is subject to
the  satisfaction,  on or before  the  Closing  Date,  of each of the  following
conditions;  provided, however, that these conditions are for the Company's sole
benefit and may be waived by the Company at any time in its sole discretion:

     (a) The  Buyer  shall  have (i)  executed  the  Agreements  (to the  extent
required  thereby) and (ii) delivered such documents or signature  pages thereof
(via facsimile or as otherwise provided in the Escrow Agreement),  together with
such other items as may be required by this Agreement, to the Escrow Agent.

     (b) The Buyer  shall have  delivered  to the Escrow  Agent on behalf of the
Company the  Purchase  Price by wire  transfer of  immediately  available  funds
pursuant to the wiring instructions provided by the Escrow Agent.

     (c) The representations and warranties of the Buyer in this Agreement shall
be true and correct in all  material  respects as of the date made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date),  and  the  Buyer  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Buyer at or prior to the Closing Date.

     (d) No  statute,  rule,  regulation,  executive  order,  decree,  ruling or
injunction  shall  have  been  enacted,  entered  or  issued  by  any  court  or
governmental  authority  of  competent  jurisdiction  or  any  self-  regulatory
organization  having  authority  over  the  matters  contemplated  hereby  which
restricts or prohibits the consummation of any of the transactions  contemplated
herein.

     7. Conditions to the Buyer's Obligation to Purchase.  The obligation of the
Buyer to  purchase  the Note and Warrant is subject to the  satisfaction,  on or
before the Closing Date, of each of the following conditions; provided, however,
that these conditions are for the sole benefit of the Buyer and may be waived by
the Buyer at any time in its sole discretion:

     (a) The Company shall have (i) executed the  Agreements  and (ii) delivered
such documents and the  Intercreditor  Agreement or signature pages thereof (via
overnight delivery or as otherwise  provided in the Escrow Agreement),  together
with such other items as may be required by this Agreement, to the Escrow Agent.

     (b) The Company shall have issued and have duly executed by the  authorized
officers of the  Company,  and  delivered  to the Escrow  Agent on behalf of the
Buyer,  the original  Note and Warrant (via  overnight  delivery or as otherwise
provided by the Escrow Agreement).

<PAGE>

     (c) The  representations  and  warranties of the Company in this  Agreement
shall be true and correct in all material respects as of the date made and as of
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak as of a  specific  date),  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing  Date.  The Buyer may
require a certificate,  executed by the Chief  Executive  Officer of the Company
and dated as of the Closing Date,  to the foregoing  effect and as to such other
matters as may be reasonably requested by the Buyer.

     (d) The Common Stock shall be authorized  for quotation on the OTC Bulletin
Board (or listing on a national securities exchange or other market) and trading
in the Common Stock on such market  shall not have been  suspended by the SEC or
other relevant regulatory agency.

     (e) No  statute,  rule,  regulation,  executive  order,  decree,  ruling or
injunction  shall  have  been  enacted,  entered  or  issued  by  any  court  or
governmental  authority  of  competent  jurisdiction  or  any  self-  regulatory
organization  having  authority  over  the  matters  contemplated  hereby  which
restricts or prohibits the consummation of any of the transactions  contemplated
herein.

     8. Governing Law; Miscellaneous.

     (a) 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. In the event of any litigation regarding the interpretation
or  performance  of this  Agreement or any agreement  entered into in connection
herewith  or the  transactions  contemplated  herein,  the  parties  irrevocably
consent to  jurisdiction  in any of the state or federal  courts  located in the
State of Kansas  and waive  their  rights to object to venue in any such  court,
regardless of the convenience or inconvenience  thereof to any party. Service of
process  in any  civil  action  relating  to or  arising  out of this  Agreement
(including all Exhibits or Schedules or any addenda hereto) or the  transactions
contemplated  herein may be  accomplished  in any manner  provided  by law.  The
parties hereto agree that a final,  non-appealable  judgment in any such suit or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.

     (b)  Counterparts.  This Agreement may be executed in two or more identical
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
signature pages from such counterparts have been delivered to the Escrow Agent.

     (c)  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 Agreement.  As used herein,  the masculine shall refer to
the feminine  and neuter,  and vice versa,  as the context may require.  As used
herein,  unless the context  clearly  requires  otherwise,  the words  "herein,"

<PAGE>

"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 on a Saturday, Sunday or public or legal holiday, the date shall be
construed  to mean the next  business day  following  such  Saturday,  Sunday or
public or legal holiday. For purposes of this Agreement, a "business day" is any
day other than a 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.

     (d)  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.

     (e)  Entire  Agreement;   Amendments.  This  Agreement  and  the  documents
referenced  herein  (which are  incorporated  herein by  reference)  contain the
entire  understanding  of the parties with respect to the matters covered herein
and supercede all prior agreements, negotiations and understandings,  written or
oral,  with respect to such subject  matter.  Except as  specifically  set forth
herein,  neither the Company nor the Buyer makes any  representation,  warranty,
covenant or  undertaking  with  respect to such  matters.  No  provision of this
Agreement  shall be waived or  amended  other than by an  instrument  in writing
signed by the party to be charged  with  enforcement.  No delay or  omission  of
either party hereto in exercising any right or remedy hereunder shall constitute
a waiver of such  right or  remedy,  and no waiver  as to any  obligation  shall
operate as a continuing waiver or as a waiver of any subsequent breach.

     (f) Notices.  Any notices required or permitted to be given under the terms
of this  Agreement  shall  be in  writing  and sent by U. S.  Mail or  delivered
personally or by overnight  courier or via facsimile  (if via  facsimile,  to be
followed  within one (1) business day by an original of the notice  document via
overnight  courier) and shall be effective  (i) five (5) days after being placed
in the mail, if mailed, certified or registered,  return receipt requested, (ii)
upon  receipt,  if  delivered  personally  or (iii) one (1) day after  facsimile
transmission  or delivery to a courier service for overnight  delivery,  in each
case properly addressed to the party to receive the same. The addresses for such
communications shall be as follows:

If to the Company:    Trinity Learning Corporation
                      1831 Second Street
                      Berkeley, California
                      Telephone: (510) 540-9300
                      Facsimile: (510) 540-9313
                      Attention: Douglas Cole

<PAGE>

If to the Buyer:      Oceanus Value Fund, L.P.
                      225 North Market Street, Suite 220
                      Wichita, Kansas 67202
                      Telephone: (316) 262-8874
                      Facsimile: (316) 267-0204
                      Attention: John C. Tausche

     Each party shall provide written notice to the other party of any change in
address.

     (g) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties and their  respective  successors  and  permitted
assigns.  Neither the Company nor the Buyer shall  assign this  Agreement or any
rights or obligations  hereunder  without the prior written consent of the other
(which  consent  shall not be  unreasonably  withheld)  and,  in any event,  any
assignee of the Buyer shall be an accredited  investor (as defined in Regulation
D), in the written  opinion of counsel  who is  reasonably  satisfactory  to the
Company and in form, substance and scope reasonably satisfactory to the Company.
Notwithstanding  the foregoing,  if applicable,  the Buyer may assign its rights
hereunder to any of its "affiliates," as that term is defined in Rule 405 of the
1933 Act, without the consent of the Company;  provided,  however,  that (i) any
such  assignment  shall not  release  the Buyer from its  obligations  hereunder
unless  such  obligations  are  assumed  by  such  affiliate  and  (ii)  no such
assignment  shall be made unless it is made in  accordance  with any  applicable
securities  laws. Any request for consent to an assignment made hereunder by the
Buyer  shall be  accompanied  by a legal  opinion in form,  substance  and scope
reasonably  satisfactory  to the Company  that such  assignment  is proper under
applicable law.  Notwithstanding  anything herein to the contrary, the Buyer may
pledge  all or any part of the  Securities  as  collateral  for a bona fide loan
pursuant  to a security  agreement  with a third party  lender,  and such pledge
shall not be considered an assignment in violation of this  Agreement so long as
it is made in compliance with all applicable laws.

     (h) 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.

     (i) Survival. Unless this Agreement is terminated under Section 8(l) below,
the  representations  and  warranties  of the  Company  and the Buyer  contained
herein,  and the  agreements  and covenants set forth herein,  shall survive the
Closing.

     (j)  Publicity.  The  Company and the Buyer shall have the right to review,
before issuance by the other, any press releases or other public statements with
respect to the transactions  contemplated hereby;  provided,  however,  that the
Company shall be entitled,  without prior  consultation  with or approval of the
Buyer, to make any press release or other public disclosure with respect to such
transactions that is required by applicable law or regulations.

     (k) Further Assurance. Each party shall do and perform, or cause to be done
and  performed,  at its expense,  all such  further  acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the

<PAGE>

consummation of the transactions contemplated hereby.

     (l)  Termination.  In the event that the Closing shall not have occurred on
or before July 29, 2004, this Agreement may be terminated at any time thereafter
by written notice from one party to the other. Such termination shall not be the
sole remedy for a breach of this Agreement by the non-breaching  party, and each
party  shall  retain  all  of  its  rights   hereunder  at  law  or  in  equity.
Notwithstanding  anything  herein to the  contrary,  a party  whose  breach of a
covenant  or  representation  and  warranty  or failure  to satisfy a  condition
prevented the Closing shall not be entitled to terminate this Agreement.

     (m)  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.

     (n) 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  examinations,
(iv) discovery and (v) bankruptcy litigation.

     IN WITNESS WHEREOF, the Buyer and the Company have caused this Agreement to
be duly  executed  by their  respective  authorized  persons  on the date  first
written above.

                                   THE COMPANY:

                                   TRINITY LEARNING CORPORATION


                                   By:____________________________
                                             President

                                   By:____________________________
                                             Secretary

<PAGE>


                                   THE BUYER:

                                   OCEANUS VALUE FUND, L.P.

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

                                   By:____________________________
                                   Title:




                         LIST OF EXHIBITS AND SCHEDULES


Exhibit A      Form of Note
Exhibit B      Warrant to Purchase Common Stock
Exhibit C      Security Agreement
Exhibit D      Intercreditor Agreement
Exhibit E      Registration Rights Agreement
Exhibit F      Disbursement Instructions
Exhibit G      Escrow Agreement

Schedule 3(c)
Schedule 3(g)
Schedule 3(h)
Schedule 3(j)
Schedule 3(l)
Schedule 3(m)


<PAGE>



                                  SCHEDULE 3(c)



                                      NONE



<PAGE>



                                  SCHEDULE 3(g)



                                      NONE


<PAGE>



                                  SCHEDULE 3(h)



                                      NONE


<PAGE>



                                  SCHEDULE 3(j)



                                      NONE


<PAGE>



                                  SCHEDULE 3(l)



                                      NONE


<PAGE>



                                  SCHEDULE 3(m)



                                      NONE