TRINITY LEARNING CORP
10.6 CONVERTIBLE PROMISSORY NOTE
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<FILENAME>conpronote.txt
<DESCRIPTION>10.6 CONVERTIBLE PROMISSORY NOTE
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                        CONVERTIBLE PROMISSORY NOTE


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (the "Act"), OR UNDER ANY STATE SECURITIES LAWS. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE
SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.

                         _________________________
               CONVERTIBLE PROMISSORY NOTE (this "Note") OF
                        TRINITY LEARNING CORPORATION
                         _________________________

                                                               August, 2003

Trinity Learning Corporation (the "Company"), a Utah corporation, for value
received, hereby promises to pay to Great Owl Limited a company
incorporated in accordance with the laws of the British Virgin Islands
("BVI") under Registration Number 541543 (the Noteholder"), at c/o Rosebank
Limited, 1st Floor, Bloc C, L'Estoril, Avenue Princess Grace, Monte Carlo,
MONACO, or its assigns, the sum of US$20 000,00 (twenty thousand United
States Dollars) ("the Amount") subject to the provisions of this Note. The
Amount payable in terms of this Note shall be payable at offices designated
in writing by the Noteholder (unless any conversion pursuant to Section
2(a) hereof shall have occurred) at any time prior to the Automatic
Conversion Date upon a written notice to the company by the Noteholder
requesting payment of the amount.

The following is a statement of the rights of the holder of this Note and
the conditions to which this Note is subject, and to which the holder
hereof, by the acceptance of this Note, agrees:

1.   Definitions. The following definitions shall apply for all purposes of
     this Note:

(a)       "Automatic Conversion Date" shall mean 30 December 2006;


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(b)       "Company" shall mean the Company as defined above and includes
          any corporation which shall succeed to or assume the obligations
          of the Company under this Note.

(c)       "Change of Control Transaction" shall mean a merger, acquisition,
          or other business combination in which fifty percent (50%) or
          more of the Company's outstanding voting stock is transferred to
          different holder/s in a single transaction or a series of related
          transactions.

(d)       "Conversion Date" the date/s on which a notice contemplated in
          section 2(a) requesting conversion of all or any portion of the
          Initial Stock is received or deemed to be received by the
          Company.

(e)       "Conversion Stock" shall mean the Initial Stock and the Secondary
          Stock being collectively a maximum of 2 000 000 (two million)
          fully paid shares of Common Stock of the Company to be issued to
          the Noteholder in terms hereof which amount of 2 000 000 is
          subject to any downward adjustment in terms of clause 11.5 of the
          Definitive Agreement and/or section 3(b) hereof. The number and
          character of shares of Conversion Stock are subject to adjustment
          as provided herein and the term "Conversion Stock" shall include
          shares and other securities and property at any time receivable
          or issueable upon conversion of this Note in accordance with its
          terms.

(f)       "Definitive Agreement" the Definitive Agreement concluded by and
          between the Company and the Noteholder to which this note is
          attached as Appendix A.

(g)       "Initial Stock" shall mean 1 600 000 (one million six hundred
          thousand) fully paid shares of Common Stock of the Company to be
          issued to the Noteholder at the Note Conversion Price in terms
          hereof and which are subject to downward adjustment pursuant to
          partial conversion as contemplated in section 2(a) hereof.

(h)       "Note Conversion Price" shall equal US$0.01 (one United States
          cent) per Conversion Stock or such greater amount per share as
          shall be applicable if there is a downward adjustment in the
          number of the Conversion Stock in terms of clause 11.5 of the
          Definitive Agreement and/or section 3(b) hereof.

(i)       "Noteholder," "holder," or similar terms, when the context refers
          to the holder of this Note, shall mean the person who shall at
          the time be the registered holder of this Note.

(j)       "Secondary Stock" shall mean 400 000 (four hundred thousand)
          fully paid shares of Common Stock of the Company to be issued to
          the Noteholder at the Note Conversion Price and which amount of
          400 000 is subject to downward adjustment in terms of clause 11.5
          of the Definitive Agreement and/or section 3(b) hereof.



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2.   Conversion.
     -----------

     (a)  Conversion of Note. At any time prior to the Automatic Conversion
          Date and provided that the Amount has not been requested as
          aforesaid, the Noteholder shall have the right, at the holder's
          option, to convert the Amount into the Initial Stock at the Note
          Conversion Price, it being agreed that such conversion may be
          exercised rateably in part from time to time prior to the
          Automatic Conversion Date. Conversion under this Section 2 shall
          occur only upon written notice from the holder requesting such
          conversion being delivered to the principal offices of the
          Company.

     (b)  Automatic Conversion. On the Automatic Conversion Date and
          provided that the Amount shall not have been paid pursuant to
          written notice from the Noteholder as provided above, this Note
          shall automatically and compulsorily be converted into the
          Conversion Stock at the Note Conversion Price. Upon the Automatic
          Conversion, the parties shall have no further rights or
          obligations to the other parties under this Note save for the
          obligation of the Company to deliver the Conversion Stock

3.   Issuance of Conversion Stock.
     -----------------------------

     (a)  As soon as practicable after any conversion of this Note, the
          Company, at its expense, will cause to be issued in the name of
          the holder of this Note certificate/s for the number of shares of
          Initial Stock to which the holder shall be entitled upon such
          conversion (bearing such legends as may be required by applicable
          state and federal securities laws in the opinion of legal counsel
          of the Company), together with any other securities and property
          to which the holder is entitled upon such conversion under the
          terms of this Note. As soon as practicable after the conversion
          and issue of any of the Initial Stock, such Initial Stock shall
          be delivered to the Noteholder. Such conversion shall be deemed
          to have been made (A) under Section 2 above and (B) immediately
          prior to the close of business on the Conversion Date. No
          fractional shares will be issued upon conversion of this Note. If
          upon any conversion of this Note a fraction of a share would
          otherwise result, then, in lieu of such fractional share, the
          Company will pay the cash value of that fractional share,
          calculated on the basis of the applicable Note Conversion Price.
          The provisions of this section 3(a) shall apply mutatis mutandis
          to the Secondary Stock upon their conversion pursuant to section
          2(b) above.


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     (b)  Without prejudice to any rights of the Company in terms of the
          Definitive Agreement and/or any other agreement executed in
          connection herewith or therewith, in the event of a breach by the
          Noteholder of any of the warranties in favour of the purchaser
          (as that terms is defined in the Definitive Agreement) the
          Secondary Stock shall be reduced by such number of the Secondary
          Stock as shall be determined by KPMG London Office or their
          successor in practice at the relevant time as fair and reasonable
          compensation for such breach, provided that the company shall
          only be entitled to exercise its rights in terms of this section
          3(b) between the closing date and the later of 31 July 2004 or
          the date upon which Aryshire Trading Limited (a company
          incorporated in accordance with the laws of the BVI) effectively
          owns 51% of the entire issued share capital of E Degree
          (Proprietary) Limited (a company incorporated in accordance with
          the laws of the Republic of South Africa under Registration
          Number 2000/005620/07).

4.   Adjustment of Number of Shares. The number and character of shares of
     Conversion Stock issuable upon any conversion of this Note (or any
     shares of stock or other securities or property at the time receivable
     or issuable upon conversion of this Note) are subject to adjustment
     upon the occurrence of any of the following events:

     (a)  Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
          etc. In the event that the Company shall fix a record date after
          the date of this Note for the determination of holders of
          securities affected by any stock split, stock dividend,
          reclassification, recapitalization or other similar event that
          will, in the future, affect the number of outstanding shares of
          the Company's capital stock, then, and in each such case, the
          Noteholder, upon any conversion of this Note or any part thereof
          at any time after the Company shall fix the record date for such
          event, shall receive, in addition to the shares of Conversion
          Stock issuable upon any such conversion, the right to receive in
          respect of the Conversion Stock issuable upon such conversion the
          securities of the Company to which such holder would have been
          entitled if any such conversion had occurred immediately prior to
          such record date (all subject to further adjustment as provided
          in this Note).

     (b)  Adjustment for Reorganization, Consolidation, Merger. In the
          event of any reorganization not considered a Change of Control
          Transaction of the Company (or any other corporation the stock or
          other securities of which are at the time receivable upon any
          conversion of this Note) after the date of this Note, or in the
          event, after such date, the Company (or any such corporation)
          shall consolidate with or merge into another corporation or
          convey all or substantially all of its assets to another
          corporation where such transaction is not considered a Change of
          Control Transaction, then, and in each such case, the Noteholder,
          upon any conversion of this Note (as provided in Section 2) at
          any time after the consummation of such reorganization,
          consolidation, merger or conveyance, shall be entitled to
          receive, in lieu of the stock or other securities and property
          receivable upon any conversion of this Note prior to such
          consummation, the stock or other securities or property to which
          such Noteholder would have been entitled upon the consummation of


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          such reorganization, consolidation, merger or conveyance if any
          such conversion had occurred immediately prior thereto, all
          subject to further adjustment as provided in this Section 4, and
          the successor or purchasing corporation in such reorganization,
          consolidation, merger or conveyance (if other than the Company)
          shall duly execute and deliver to the Noteholder a supplement
          hereto acknowledging such corporation's obligations under this
          Note. In each such case, the terms of the Note shall be
          applicable to the shares of stock or other securities or property
          receivable upon any conversion of this Note after the
          consummation of such reorganization, consolidation, merger or
          conveyance.

     (c)  Conversion of Stock. In the event that all of the authorized
          Conversion Stock of the Company is converted, pursuant to the
          Company's Articles of Incorporation, into other capital stock or
          securities or property, or the Conversion Stock otherwise ceases
          to exist, then the Noteholder, upon any conversion of this Note
          at any time after the date on which the Conversion Stock is so
          converted or ceases to exist (the "Termination Date"), shall
          receive, in lieu of the number of shares of Conversion Stock that
          would have been issuable upon any such conversion immediately
          prior to the Termination Date (the "Former Number of Shares of
          Conversion Stock"), the stock and other securities and property
          to which such Noteholder would have been entitled to receive upon
          the Termination Date if any such conversion had occurred with
          respect to the Former Number of Shares of Conversion Stock
          immediately prior to the Termination Date (all subject to further
          adjustment as provided in this Note).

     (d)  Notice of Adjustments. The Company shall promptly give written
          notice of each adjustment or readjustment of the number of shares
          of Conversion Stock or other securities issuable upon any
          conversion of this Note, by notice to the Noteholder at its
          address as shown below. The notice shall describe the adjustment
          or readjustment and show in reasonable detail the facts on which
          the adjustment or readjustment is based.

     (e)  No Change Necessary. The form of this Note need not be changed
          because of any adjustment in the number of shares of Conversion
          Stock issuable upon any conversion.


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     (f)  Rights Offering. In the event that the Company shall fix a record
          date for the determination of holders of securities to elect and
          accept any rights offers of securities, the Noteholder, upon any
          conversion of this Note at any time after the company shall fix
          the record date for such offers, shall receive, in addition to
          the shares of Conversion Stock issuable upon any conversion, the
          right to receive the securities of the Company to which such
          holder would have been entitled if any such conversion had
          occurred immediately prior to such record date (all subject to
          further adjustment as provided in this Note) and the Noteholder
          had accepted such rights offering.

     (g)  Share Registration. In the event of a share registration, the
          Noteholder shall have registration rights in respect any of the
          Conversion Stock converted in terms hereof ranking pari passu
          with the registration rights of other shareholders of the
          Company.

5.   Fully Paid Shares. All shares of Conversion Stock issued upon any
     conversion of this Note shall be validly issued, fully paid and
     non-assessable.

6.   No Rights or Liabilities as Shareholder. This Note does not by itself
     entitle the Noteholder to any voting rights or other rights as a
     shareholder of the Company. In the absence of any conversion of this
     Note, no provisions of this Note, and no enumeration herein of the
     rights or privileges of the holder, shall cause such holder to be a
     shareholder of the Company for any purpose.

7.   Corporate Action; No Impairment. The Company will not, by amendment of
     its Articles of Incorporation or bylaws, or through reorganization,
     consolidation, merger, dissolution, issue or sale of securities,
     repurchase of securities, sale of assets or any other action, avoid or
     seek to avoid the observance or performance of any of the terms of
     this Note, but will at all times in good faith assist in the carrying
     out of all such terms and in the taking of all such action as may be
     necessary or appropriate in order to protect the rights of the
     Noteholder under this Note against wrongful impairment.

8.   Default. Each of the following shall constitute an event of default
     ("Event of Default") under this Note:

(a)       Default in Payment. If the Company fails to make any payment due
          and payable under the terms of this Note, and such payment shall
          not have been made within ten (10) days of Company's receipt of
          Noteholder's written notice to Company of such failure to pay;

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     (b)  Voluntary Bankruptcy or Insolvency Proceedings. If the Company
          shall (I) apply for or consent to the appointment of a receiver,
          trustee, liquidator or custodian of itself or of all or a
          substantial part of its property, (ii) make a general assignment
          for the benefit of any of its creditors, (iii) be dissolved or
          liquidated in full or in part, suspend its normal business
          operations or otherwise fail to continue to operate its business
          in the ordinary course, (iv) commence a voluntary case or other
          proceeding seeking liquidation, reorganization or other relief
          with respect to itself or its debts under any bankruptcy,
          insolvency or other similar law now or hereafter in effect or
          consent to any such relief or to the appointment of or taking
          possession of its property by any official in an involuntary case
          or other proceeding commenced against it or (v) take any action
          for the purpose of effecting any of the foregoing;

     (c)  Involuntary Bankruptcy or Insolvency Proceedings. If proceedings
          for the appointment of a receiver, trustee, liquidator or
          custodian of the Company or of all or a substantial part of the
          property thereof, or an involuntary case or other proceedings
          seeking liquidation, reorganization or other relief with respect
          to the Company or the debts thereof under any bankruptcy,
          insolvency or other similar law now or hereafter in effect shall
          be commenced, and an order for relief entered or such proceeding
          shall not be dismissed or discharged within sixty (60) days of
          commencement;

     (d)  Failure to List. If the Company fails to list on the stock
          exchange (as that term is defined in the Definitive Agreement)
          prior to 30 December 2006.

     (e)  Conversion Failure. If the Company fails to give effect to any
          rights of conversion afforded to the Noteholder in terms hereof
          and fails to remedy this within a reasonable period after
          receiving written notice from the Noteholder to do so,

     provided that any Voluntary Liquidation Proceedings implemented for
     the purposes of reconstruction or reorganization of the Company in
     circumstances which or the effect of which are not prejudicial to the
     Noteholder shall not constitute an Event of Default for the purposes
     of this paragraph 8.

     In the event of an Event of Default under this Section 8, the
     Noteholder shall, in addition to any other remedies allowed by law, by
     written notice to the Company, be entitled to accelerate the Amount.
     Waiver of any Event of Default will not constitute a waiver of any
     other or subsequent Event of Default.

9.   Waiver and Amendment. ANY PROVISION OF THIS NOTE MAY BE AMENDED,
     WAIVED, MODIFIED, DISCHARGED OR TERMINATED SOLELY UPON THE WRITTEN
     CONSENT OF BOTH THE COMPANY AND THE NOTEHOLDER.


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10.  Assignment; Binding upon Successors and Assigns. The Company may not
     assign any of its obligations hereunder without the prior written
     consent of the Noteholder which consent shall not unreasonably be
     withheld. The terms and conditions of this Note shall inure to the
     benefit of and be binding upon the successors and permitted assigns of
     the parties.

11.  Waiver of Notice; Attorneys' Fees. The Company and all endorsers of
     this Note hereby waive notice, demand, notice of non payment,
     presentment, protest and notice of dishonor. If any action at law or
     in equity is necessary to enforce this Note or to collect payment
     under this Note, the Noteholder shall be entitled to recover, as an
     element of the costs of suit and not as damages, reasonable attorneys'
     fees, costs and necessary disbursements in addition to any other
     relief to which it may be entitled. The Noteholder will be entitled to
     recover its costs of suit, regardless of whether such suit proceeds to
     final judgment.

12.  Construction of Note. The terms of this Note have been negotiated by
     the Company, the Noteholder and their respective attorneys and the
     language hereof will not be construed for or against either Company or
     the Noteholder. Unless otherwise explicitly set forth, a reference to
     a Section will mean a Section in this Note. The titles and headings
     herein are for reference purposes only and will not in any manner
     limit the construction of this Note which will be considered as a
     whole.

13.  Notices. Any notice or other communication required or permitted to be
     given under this Note shall be in writing, shall be delivered by hand
     or overnight courier service, or by facsimile, and will be deemed
     given upon delivery, if delivered personally, will be deemed given one
     business day after deposit with a national courier service for
     overnight delivery, or will be deemed given one business day after
     transmission by facsimile with confirmation of receipt, to the
     following addresses:

(a)  If to the Noteholder:

     c/o Rosebank Limited,1st Floor,
     Bloc C, L'Estoril, Avenue Princess Grace,
     Monte Carlo, MONACO
     Telelfacsimile Number: 09377 93256 270


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     If to Company:

     2526 Durant Avenue,
     Berkeley, California, 947074
     Telefacsimile Number: 1 510 540 9313

     or to such other address as may have been furnished by either party to
     the other in writing pursuant to this Section 14, except that notices
     of change of address shall only be effective upon receipt.

     Governing Law. This Note shall be governed by and construed under the
     internal laws of the United States of America and the State of Utah as
     applied to agreements among Utah residents entered into and to be
     performed entirely within Utah, without reference to principles of
     conflict of laws or choice of laws.

     Counterparts. This Note may be signed in any number of separate
     counterparts, including facsimile counterparts, each of which when
     signed and delivered shall be an original, but all counterparts shall
     together constitute one and the same instrument.



                          [SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF, the Company has caused this Note to be signed in its
name as of the date below.

                                TRINITY LEARNING CORPORATION


                                who warrants being duly authorized hereto

                                Date: 1 September 2003

AGREED TO AND ACCEPTED BY:
GREAT OWL LIMITED

_________________________________
who warrants being duly authorized hereto
Date: 1 September 2003







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