MEMORANDUM OF AGREEMENT
entered into between:
Trinity Learning Corporation
a company incorporated under the laws of UTAh, USA having its
registered office at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called "the Company")
and
Titan Aviation Ltd.
of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, High Street, St ▇▇▇▇▇▇ Port, Guernsey
(Hereinafter called "the Representative")
IT IS HEREBY AGREED as follows:
1 Appointment of representative
The Company hereby appoints the Representative to represent the
Company for the purpose of acquiring IRCA (Pty) Ltd and
subsidiaries as a going concern (hereinafter called "the
Product") on the terms and subject to the conditions hereinafter
set out.
2 Territory
The Representative shall represent the Company in South Africa
(hereinafter called "the Territory") for the purpose of
canvassing and obtaining IRCA's business: provided that Company
shall have the right on 2 (TWO) weeks' written notice to the
Representative to alter or vary or substitute a new schedule
therefore to coincide with Sale Agreements of which this
agreement will be part of.
3 Duration of agreement
The appointment of the Representative shall commence on the 1st
day of April 2003 and shall continue until determined as herein
after provided.
4 Duties of representative
The Representative shall appoint ▇▇▇▇▇▇ Steynberg to assist in
the due diligences and negotiation in the Territory.
5 Representations and Warranties
The Representatives shall not make any representations or give
any warranties in respect of th Products (or the Goods) save such
as are set out in any material supplied to the Representative by
the Company or as he is expressly authorised to make or give.
6 Remuneration
As remuneration for the services to be performed by the
Representative in terms of this agreement the Company shall pay
the GBP equivalent of 4 000 000 million Rand into the nominated
bank account.
This amount is due and payable as per Definitive Agreement
between the Company and Danlas Limited within the time frame as
stipulated in that agreement and constitutes a closing condition
that gives effect to that agreement.
7 Summary termination
The Company may terminate the appointment of the Representative
immediately at any time hereafter on the happening of any one or
more of the following events:
7.1 should the Representative in the opinion of the Company from any
cause become incapable of carrying out his duties in terms of
this agreement:
7.2.1 should the estate of the Representative be sequestered or
should he make any composition with his creditors;
7.2.2 Should the Representative refuse or fail to obey lawful
instructions given to him by or on behalf of the Company or
be guilty of any other conduct which at law would entitle
the Company summarily to terminate the appointment.
8. Termination on notice
This agreement may be terminated by either party at any time by
giving to the other 3 (THREE) calendar months' notice in writing:
provided that the Company has paid the remuneration as in
paragraph 7. Prior to the date of termination.
Witnesses:
1
2
(Signature of witnesses) (Signature of, or on behalf of Company)
SIGNED at (place) on this (day, month, year)
1
2
(Signature of witnesses) (Signature of, or on behalf of Company)
