EXHIBIT 10.8
[GRAPHIC] Trinity Learning Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX. 00000
February 19, 2004
Nordic Enterprise BV
c/o Mr. Jan-01af Willums
Xxxxxxxxxxx 00 X
0000 Xxxx
Xxxxxx
Dear Xx. Xxxxxxx:
When executed by the undersigned where indicated below, this letter will form an
Advisory Agreement (the "Agreement") for the twelve month period commencing
March 1, 2004 between Nordic Enterprise BV ("NE") and Trinity Learning
Corporation ("TLC") whereby you will provide certain advisory services to TLC on
a non-exclusive basis, including general corporate advisory and business
development services. As Director of NE, Jan-Xxxx Xxxxxxx ("WILLUMS") will
devote a portion of his professional resources to TLC (and its subsidiaries
Vilpas and FunkWeb) during the course of this agreement; TLC acknowledges that
it is engaging Willums on a best efforts basis.
A. Advisory Services to Be Performed for TLC
1. Merger and Acquisition Services. WILLUMS will assist TLC in identifying
potential merger and/or acquisition candidates. WILLUMS will assist in
contacting pre-approved target companies and in structuring such transactions.
Compensation. TLC agrees to grant to WILLUMS one year warrants to purchase
Trinity common shares. The quantity of warrants will be equal to 100,000
warrants, or proportional amount thereof, for each $1,000,000 of trailing,
profitable revenues of the acquisition. For the sake of clarity: a) trailing
revenues will be computed using the previous 4 quarters, prior the date of
execution of the Definitive Agreement, of audited financials for the target, b)
if Trinity acquires a 51% stake in an acquisition of the quantity of warrants
will be based on 51% of the targets revenues, c) the warrants will carry the
following strike price:
For the first ten million dollars of aggregate acquired revenues, the exercise
price of the warrants shall be $1.00;
For subsequent aggregate acquired revenues, the strike price of the warrant
shall be equal to 85%, subsequent to SEC regulation, of the average closing
price of Trinity common stock for the last 10 trading days prior to the day the
transaction closes.
"Profitable revenues" shall be calculated inclusive of compensation paid to NE
under this agreement
2. General Business Development Services. WILLUMS will assist TLC, on a best
efforts basis, in the identification of new U.S. and international business
development opportunities including but not limited to (i) new marketing and
distribution channels, (ii) new strategic marketing, co-
February l9, 2004
Page 2
marketing, course or program development opportunities, OEM or private label
agreements, or (iii) new technology or software partners or equipment.
Compensation: TLC shall pay to NE a monthly payment of 0.25% of the trailing
four quarter revenues of the acquisitions WILLUMS has initiated, re-calculated
quarterly when TLC's CFO has obtained the relevant financial statements (with
the initial acquisition of Vilpas/FunkWeb as a basis), commencing March 1, 2004.
B. Expenses
TLC agrees to reimburse NE for reasonable out-of-pocket travel expenses related
to WILLUMS's performance of the services described in this Agreement (i.e.
travel and lodging to destinations where TLC has requested or approved the
presence of NE professionals), provided that expenses reimbursement requests
must be made in writing consistent with TLCs policies and procedures, and
provided that expenses shall not exceed a trailing quarterly average of US$1,000
per month without advance approval by TLC's CEO or CFO.
C. Term of Agreement
The term of this Agreement shall commence on March 1, 2004 and shall be in
effect for twelve months. The agreement is renewable upon written agreement by
both parties, and shall survive termination as follows:
1. NE shall be entitled to the compensation described above if completes
a merger, acquisition or asset divestiture with any party identified
to TLC by WILLUMS within twelve months of the expiration or
termination of this Agreement.
D. Indemnification
NE and TLC agree to indemnify and hold each other harmless against claims
resulting from actions or omissions in connection with this engagement or
arising out of willful misstatement of material facts by the other party or its
affiliates or representatives.
E. Governing Law
This Agreement shall be governed by the laws of the State of Utah.
F. Signatures
By their authorized signatures below, NE, WILLUMS and TLC do agree to be bound
by the terms of this Agreement. This Agreement may be signed in counterparts,
including fax signatures. Changes in the terms and conditions of this Agreement
may be enacted only with mutual written consent.
February 19, 2004
Page 3
G. Acceptance or Rejection by TLC
TCI shall have the exclusive right, in its sole discretion, to accept or reject
any business opportunity, or advise presented, discovered or procured by WILLUMS
pursuant to this agreement. In the event of a rejection by TLC, for any reason,
NE or WILLUMS shall not be entitled to any of the compensation that would have
been payable hereunder, if the transaction had been consummated. WILLUMS is,
furthermore, not authorized to enter into any agreements with any person or
entity on behalf of TLC.
H. Confidentiality
In the course of rendering the services provided for in this Agreement, WILLUMS
will learn and may develop information which is considered by TLC to be
confidential. WILLUMS agrees not to use or disclose such confidential
information, except for the purpose of performing its duties hereunder, without
the express written consent of TLC.
I. Non-Compete
During the term of this agreement, WILLUMS agrees that neither he, nor any firm
that he controls, shall identify merger, acquisition or business development
relationships for a competitor to TLC in the workplace learning, education or
training markets served or targeted by TLC, unless TLC has first been offered
right of first refusal for the potential business transaction.
ACCEPTED FOR Trinity Learning Corporation
/s/ Xxxxxxx Xxxx
----------------------------------
Xxxxxxx Xxxx
Chief Executive Officer
Date:
ACCEPTED FOR Nordic Enterprise BV
/s/ Jan Xxxx Xxxxxxx
----------------------------------
Jan Xxxx Xxxxxxx
Director
Date: 19-2-04
