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Memorandum Of Agreement - TWL CORP - 2-23-2004

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Memorandum Of Agreement - TWL CORP - 2-23-2004 Powered By Docstoc
					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 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 Martin 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)
TN Capital Equities, Ltd.

                                         16 East 60th Street, Suite 701
                                            New York, NY. 10022

(212) 355-6755 tel. x 102
(212) 355-6727 fax

Trinity Learning Corporation
2526 Durant Avenue
Berkeley, California 94704
Telephone (510) 540-9300
Facsimile (510) 540-9313

                                                 April 11, 2003

                                     Attention: Edward Mooney, President

Re: Finder Arrangements

Dear Mr. Mooney:

This letter agreement ("Agreement") will confirm the terms of arrangements discussed between us, under which,
pursuant to the terms and conditions stated herein, TN Capital Equities Ltd. ("TN") may act as a finder in
connection with a pending private offering (the "Offering") being conducted by Trinity Learning Corporation, (the
"Company"), a publicly-held corporation formed under the laws of Utah.

The Company is conducting the Offering, which consists of shares ("Shares") of 3 million $1.00 Unites each
consisting of two shares of Common Stock, plus two "Standard" three (3) year warrants strike price $1.00 per
share, and potential to receive one "bonus" warrant strike price $2.00 per share, pursuant to Regulation D
promulgated under the Securities Act of 1933 (the "Securities Act"). The Offering will be made only to persons
who meet the qualifications of an "accredited investor" as such term is defined under Regulation D.

TN and the Company agree as follows:

1. Company Representations. The Company represents, warrants and covenants to TN as of the date hereof and
as of each closing of the Offering, that:

(a) In connection with the Offering, the Company has prepared a private placement memorandum dated October
2, 2002 (as originally issued and amended from time to time, the "Memorandum"), which Memorandum
describes the Offering and is being updated and amended to reflect the correct name of the Company, the
extended expiration date of the Offering and other developments new PPM and information material to investors.
The Company has also prepared a subscription agreement ("Subscription Agreement") and other Exhibits to the
Memorandum, and such other documents as shall be required in connection with the Offering, the form and
substance of which documents shall be acceptable to TN. The Memorandum, the Subscription Agreement and
such other documents are sometimes hereinafter collectively referred to as the "Offering Materials".
(b) The Memorandum and all documents included in the Offering Memorandum do not and will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading.

(c) The Shares to be sold in the Offering will be, when issued, delivered and paid for in accordance with the
Subscription Agreement, duly and validly issued, fully paid and non-assessable; all presently outstanding shares of
Common Stock of the Company have been duly authorized, validly issued and are fully paid and non-assessable;
the holders of the Shares are not and will not be subject to personal liability by reason of being such holders; all
corporate action required to be taken by the Company prior to the issuance and sale of the Shares to qualified
subscribers has been or, prior to the sale thereof, will have been taken.

(d) The Company is duly incorporated, validly existing and in good standing as a corporation under the laws of its
state of incorporation.

(e) The Company is duly qualified to do business as a foreign corporation and is in good standing in each
jurisdiction in which its activities or its ownership or leasing of property requires such qualification.

(f) This Agreement has been duly and validly authorized and executed and delivered by and on behalf of the
Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its
terms, subject to any applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of
creditors' rights generally and the enforceability of the indemnity or contribution provisions contained in this
Agreement.

(g) The Company is not in violation of (i) any term or provision of its charter or by-laws or (ii) any material term
or provision of any indenture, mortgage, deed of trust, not agreement, or other material agreement or instrument
to which the Company is a party or by which it is or may be bound or to which any of its material assets,
property or business is or may be subject, or (iii) any material term of any significant indebtedness, or (iv) of any
statute or (v) any material judgment, decree, order, rule or regulation applicable to the Company of any court,
regulatory bode or administrative agency or other federal, state or other governmental body, domestic or foreign,
having jurisdiction over it or its material assets, property or business, which violation or violations, either in any
case or in the aggregate, might result in any material adverse change, financial or otherwise, in the assets,
properties, condition, business, earnings or prospects of the Company; and the execution and delivery by the
Company of this Agreement, the consummation by the Company of the transactions herein contemplated, and the
compliance bu the Company with the terms of this Agreement will not result in any such violation or violations. All
material licenses, approvals or permits from the federal or any state, local or foreign government or agency
thereof having jurisdiction over the Company reasonably required for the conduct of the business or operations of
the Company have been obtained and are outstanding; and there are no proceedings pending or to the
Company's knowledge threatened, seeking to cancel, terminate or limit such licenses, approvals or permits.
(h) There are no actions, investigations, statutes, rule or regulations or other proceedings of any nature in effect or
pending or to the Company's knowledge threatened, as the case may be, which either in any case or in the
aggregate, if decided adversely, might result in any material adverse change, financial or otherwise, in the assets,
properties, condition, business earnings or prospects of the Company or which question the validity of the capital
stock of the Company, this Agreement or any action taken or to be taken by the Company pursuant to or in
connection with this Agreement.

2. TN Services

(a) TN will act as a finder from time to time in connection with the Offering, and, when, as and if TN identifies
accredited investors who have a potential interest in the Offering, will refer such potential investors to the
Company, which will extend to such prospective investors the opportunity to ask questions of, and receive
answers from, the Company (including, but not limited to its employees, officers, directors and other persons
relating to the operations of the Company) and to obtain any information that such prospective investors consider
necessary in making an informed investment decision or to verify the accuracy of the information set forth in the
Offering Materials, to the extent the Company possess the same or can acquire it without unreasonable effort or
expense. Potential investors introduced to the Company directly or indirectly by TN are referred to herein as:
"TN Clients".

(b) The arrangements set forth in this agreement are not exclusive, and TN is not acting as a placement agent for
the Company in connection with the Offering. TN will not prepare any of the Offering Materials, open or
administer an escrow account, conducting a due diligence review, accept or reject subscriptions, arrange closings
or file any regulatory forms such as Form D or blue sky documentation in connection with Offering.

(c) TN may, at its sole discretion, enter into a selling and/or similar agreement with one or more other
broker/dealers registered with the National Association of Securities Dealers, Inc. ("NASD") to enable such
other broker-dealers to act as finders in the Offering. TN may also introduce other broker-dealers, finder or
other financial intermediaries to the Company, who may themselves enter into a separate agreement with the
Company. TN will provide the Company with the name and compensation to be paid to any broker-dealer
engaged subject to this paragraph. The Company will retain the right to accept or reject any subscriptions from
investors identified by TN and/or any broker/dealer engaged by TN pursuant to this paragraph.

3. Compensation
(a) If a TN Client purchases Shares in the Offering, then as compensation to TN for its services as finder, TN will
be entitled to a cash fee equal to ten percent (10%) of the gross proceeds received by the Company from any
such purchase by a TN client. As additional compensation for TN's services in the event of such purchase of
securities, TN will be entitled to receive five-year warrants (the "Finders Warrants") to be issued by the
Company, permitting the Finder to purchase 10 Unites of the Company's Unites at original purchase price for
every 100 Unites purchased by a TN Client in the Offering.

(b) If such purchase by a TN Client is arranged through another broker-dealer with whom TN has entered into
an agreement in connection with the Offering, as set forth in Section 2 above, the compensation due to such other
broker-dealer under such agreement shall be paid out of the compensation received by TN under paragraph (a)
above.

(c) If a sale of Shares in the Offering is made to an investor introduced to the Company by another broker-dealer
or other finder or financial intermediary which was introduced to the Company by TN and which entered into a
separate compensation arrangement with the Company, then, upon the purchase of Shares by such investor in the
Offering, TN shall be entitled to receive a fee equal to the difference between the fee set forth in paragraph (a) of
this Section and the fee set forth in the separate compensation arrangement between the Company and such other
broker-dealer, finder or financial intermediary, but such difference shall not be less than, and TN shall not receive
less than, a cash fee of 2% of the gross amount of such purchase and Finder Warrants to purchase two (2)
Unites for every 100 Unites purchased by such investor, except that in no case shall compensation exceed 10%
in total.

The compensation payable under this Agreement will be payable upon the consummation of each sale of Shares
under paragraphs (a), (b) or
(c) of this Section. The Finder Warrants will be exercisable for a term of five-years from issuance, will have an
exercise price equal to original purchase price, and will have registration rights substantially similar to those
granted to investors in the Offering but including a cashless exercise provision. As example for 100 unites sold the
Finder would receive Finder's Warrants giving right to purchase 10unites which would allow finder to purchase
20 common at 50 cents per share, 20 common at $1.00 per share, and 10 common at $2.00 per share.

4. Blue Sky Filings The Company shall be responsible for all blue sky filings, and the fees and expense thereof,
required in connection with the Offering, and shall furnish Tn with confirmation of a completed blue sky filing for
each and every state in which TN solicits a prospective investor in the Offering. Upon execution of this
agreement, TN will provide the Company with a list of shares where it expects to contact investors, and as soon
as possible a list of states of where parties electing to invest reside. All prospective investors must complete an
investor suitability questionnaire prior to acceptance of subscriptions.

5. Offering Expenses. The Company shall have the obligation to pay all expenses incurred in connection with the
Offering, including, but not limited to, blue sky and other filing fees, printing and duplication costs, postage and
mailing expenses with respect to the distribution of material in connection with the Offering, the Company's legal
and accounting fees, the costs of any transfer agent, exchange agent, trustee or escrow agent, and all issue and
transfer taxes.
6. Notices. All notices, consents, requests, demands and other communications required or permitted to be given
under this Agreement shall be in writing and delivered personally, or by nationally-recognized overnight courier
service, next-day delivery guaranteed with receipt acknowledged, or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed to the parties hereto as follows (or to such other addresses
as any of the parties hereto shall specify by given notice in accordance with this provision), or sent by telecopier
with a confirmation copy by overnight courier service, next-day delivery guaranteed with receipt acknowledged.

                                                If to the Company:

Trinity Learning Corporation
2526 Durant Avenue
Berkeley, California 94704
Telephone (510) 540-9300
Facsimile (510) 540-9313

With a copy to:

It to TN:

TN Capital Equities, ltd.
14 East 60th Street
Suite 701
New York, NY. 10022
Attention: Messrs. John F. Steinmetz

All such notices, consents, requests, demands and other communications shall be deemed given when personally
delivered as aforesaid, or, if mailed as aforesaid, on the third business day after the mailing thereof or on the day
actually received, if earlier, of, in the case of a telecopier or overnight delivery communication, upon receipt,
except for a notice of a change of address which shall be effective only upon receipt.

7. Miscellaneous

(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, heirs, personal representatives, administrators, executors and permitted assigns. Nothing contained in
this Agreement is intended to confer upon any person or entity, other than the parties hereto, or their respective
successors, heirs, personal representatives, administrators, executors or permitted assigns, any rights, benefits,
obligations, remedies or liabilities under or by reason of this Agreement. This Agreement shall constitute the entire
Agreement between the parties hereto and shall supercede in its entirety all other agreements and undersigned
between the parties hereto.
(b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York
with respect to contracts made and to be fully performed therein, without regard to the conflicts of laws principles
thereof. The parties hereto hereby agree that any suit or proceeding arising under this Agreement, or in
connection with the consummation of the transactions contemplated hereby, shall be brought solely in a federal or
state court located in the City, County and State of New York. By its execution hereof, the Company hereby
consents and irrevocably submits to the in personam jurisdiction of the federal and state courts located in the
City, County and State of New York and agrees that any process in any suit or proceeding commenced in such
courts under this Agreement may be served upon it personally or by certified or registered mail, return receipt
requested, or by Federal Express or other courier service, with the same force and effects as if personally served
upon it in New York City. The parties hereto each waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense of lack of in personam jurisdiction with respect thereto.

No assignment, transfer or delegation, whether by operation of law or otherwise, of any rights or obligations
under this Agreement by the Company shall be made.

This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall constitute one (1) instrument.

If the foregoing is in accordance with your understanding of our agreement, please sign, date and return to us in
the enclosed duplicate hereof, whereupon this letter and your acceptance and dating shall represent a binding
agreement between TN and the Company.

Very Truly yours,

                                            TN Capital Equities, Ltd

                                          By: /S/ John F. Steinmetz
                                          John F. Steinmetz
                                          President
Trinity Learning Corporation

By: Edward P. Mooney

Name: Edward P. Mooney

Title: President
EXHIBIT 31.1

I, Douglas D. Cole, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Trinity Learning Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this transition report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c) disclosed in this report any change in internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

                                           Date:        February 23, 2004

                                                 /S/ DOUGLAS D. COLE
                                                 -------------------

                                                 Douglas D. Cole
                                                 Chief Executive Officer
EXHIBIT 31.2

I, Christine R. Larson, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Trinity Learning Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this transition report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c) disclosed in this report any change in internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                                        Date:     February 23, 2004

                                                  /S/ CHRISTINE R. LARSON
                                                  --------------------------
                                                  Christine R. Larson
                                                  Chief Financial Officer
EXHIBIT 32.1

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Trinity Learning Corporation (the "Company") Quarterly Report on Form 10-QSB for the
period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Douglas D. Cole, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of
1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

                                         Date:        February 23, 2004

                                               /S/ DOUGLAS D. COLE
                                               ------------------------
                                               Douglas D. Cole
                                               Chief Executive Officer




A signed original of this written statement required by Section 906 has been provided to Trinity Learning
Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon
request.
EXHIBIT 32.2

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Trinity Learning Corporation (the "Company") Quarterly Report on Form 10-QSB for the
period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Christine R. Larson, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of
1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

                                    Date:       February 23, 2004

                                                /S/ Christine R. Larson
                                                ----------------------------
                                                Christine R. Larson
                                                Chief Financial Officer




A signed original of this written statement required by Section 906 has been provided to Trinity Learning
Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon
request.

				
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