MEMORANDUM OF AGREEMENT
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entered into between:
Trinity Learning Corporation
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a company incorporated under the laws of Utah, USA having its
registered office at
0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000
(hereinafter called "the Company")
And
Titan Aviation Ltd
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of Xxxxxx Xxxxxxxx, High Street, St Xxxxxx 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 Xxxxxx 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.
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Witnesses:
/S/ Xxxxxxx X. Xxxx
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/S/ Xxxxxxxxx Xxxxxx
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(signature of witnesses)
SIGNED at (place) on this (day, month, year)
Witnesses:
/S/ Xxxxxx Steynberg
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(Signature of witnesses
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(Signature of representative)
