MEMORANDUM OF AGREEMENT ----------------------- entered into between: Trinity Learning Corporation ----------------------------- a company incorporated under the laws of Utah, USA having its registered office at 1831 Second Street, Berkeley, California 94710 (hereinafter called "the Company") And Titan Aviation Ltd ------------------ of Nerine Chambers, High Street, St Peters 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 the 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 March 2004 and shall continue until determined as hereinafter provided. 4 Duties of representative The representative shall appoint Martin Steynberg to assist in the due diligence and negotiation in the Territory. 5 Representations and Warranties The Representative shall not make any representations or give any warranties in respect of the 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. 7 Summary technician 7.1 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: 7.2 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: /S/ Douglas D. Cole - ------------------------------- /S/ Christine Larson - ------------------------------- (signature of witnesses) SIGNED at (place) on this (day, month, year) Witnesses: /S/ Martin Steynberg - ------------------------------- - ------------------------------- (Signature of witnesses - ------------------------------- (Signature of representative)