EXHIBIT F
TO: The Purchasers of 15% Senior Secured Convertible Debentures and
Warrants
To Whom It May Concern:
This letter will confirm my agreement to vote all shares of Trinity
Learning Corporation ("TTYL") voting stock over which I have voting control
in favor of any resolution presented to the shareholders of TTYL to approve
the increase in the number of authorized common stock, no par value per
share (the "Common Stock"), that TTYL is authorized to issue from
100,000,000, amount authorized on the date of closing, to 200,000,000,
pursuant to the requirements of that certain Securities Purchase Agreement,
dated March 31, 2006, among TTYL and the purchasers signatory thereto (the
"Purchase Agreement") and the other agreements entered into in connection
therewith or as otherwise may be required by the applicable rules and
regulations of the Trading Market, as defined in the Purchase Agreement.
This agreement is given in consideration of, and as a condition to enter
into such Purchase Agreement and is not revocable by me.
By:_______________________________________
Name of Shareholder:
Percentage Beneficial Ownership:
