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
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         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.




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Witnesses:


/S/ Douglas D. Cole
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/S/ Christine Larson
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(signature of witnesses)


SIGNED at (place) on this (day, month, year)


Witnesses:

/S/ Martin Steynberg
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(Signature of witnesses


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(Signature of representative)