VOTING AGREEMENT

                                                                  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