Trinity Learning Corporation


                           FINDERS' FEE AGREEMENT

Trinity Learning Corporation, (hereinafter referred to as "Trinity" or "the
Company") hereby to engage London Court Ltd. ("Finders") on a non exclusive
basis to introduce the Company to prospective accredited investors, and to
compensate the Finder as described below:

CAPITAL TO BE RAISED: Finder agrees to use its best efforts to assist
Trinity in securing up to Five million dollars ($5,000,000) from accredited
investors in an equity financing pursuant to a private placement of common
stock.  Subsequent to investors providing the sums of capital as above
stated, stock certificates or other indicin of ownership shall be
registered on the books of the Company, issued to said investors and shall
be forwarded to said investors directly by the Company within ninety (60)
days of the close of the private placement.  Investors will rely solely on
information provided in the Confidential Private Placement Memorandum,
other designated Offering Materials, and on information contained or
included by reference in any and all public filings of the Company.

FINDERS' FEE: As compensation for its services as above stated, Finder will
receive seven percent (7%) in cash, U.S. dollars, of the total amount
received by the Company from investors in the offering introduced to
Trinity by the Finder, which shall be full cash compensation inclusive of
non-accountable expenses and costs.

FINDERS WARRANTS: As further fee, Finder will receive five-year warrants to
purchase common stock of the Company in an amount equal to seven percent
(Confidential Page 1 8/7/2003) of the shares purchased by investors in the
offering covered by this Finders Agreement, at an exercise price per share
paid by investors.

PAYMENT: The cash portion of the finder's fees shall be paid to the Finder
by check or wire transfer pursuant to the direction of Finder, or its
designee within five business days of receipt of investor's funds being
deposited in the designated account of the Company.

LITIGATION: In the event of litigation, the parties shall agree that venue
shall be in Salt Lake City, Utah, in such applicable state or federal
court, and that United States Federal common or statutory law shall be the
law of the case, otherwise the laws of the State of Utah shall control.

INDEMNIFICATION: As Finder will be acting on U.S.A.'s behalf, U.S.A. agrees
to indemnify and hold harmless Finder (including any affiliated companies
and respective officers, directors, employees and controlling persons) from
and against all claims, liabilities, losses, damages and expenses
(including reasonable expenses of counsel) as they are incurred in
connection with any proceeding, whether or not Finder is a party thereto,
relating to or arising out of such engagement or Finder's role in
connection therewith.  Trinity will not, however, be responsible for any
such claims, liabilities, losses, damages or expenses to the extent that
they result primarily from actions taken or omitted to be taken by Finder
in bad faith or from its or their gross negligence.  The foregoing
indemnification is effective immediately in respect of all events occurring
or omitted prior to or after the date hereof.


RIGHT OF REFUSAL: The Company reserves the right to accept or reject any
subscription, in whole or in part, from an investors introduced by the
Finder.

TERM: Unless extended in writing by the Company, this agreement shall
terminate upon the earlier of 180 days from the date it is executed by both
the Company and the Finder, or upon completion of termination of the
Offering.

CONFIDENTIALITY: In the course of this engagement, Finder may be provided
with confidential information regarding the Company's operations and
business prospects.  Finder agrees to keep such information confidential.
Trinity reserves the right to require Finder and prospective investors to
be contacted by Finder to execute a formal Confidentiality Agreement.

FINDER                                  Trinity Learning Corporation


By: Ian S. Parker (Managing Director)   By: /S/ Douglas D. Cole
Ian S. Parker                           Name: Douglas D. Cole
                                        Its: CEO
                                        Dated: 9 August 03
For and on Behalf of London Court Ltd.
36 St. George Street
London WIS 2FW