EXHIBIT 2.3
TERMINATION
AGREEMENT
This Termination Agreement
(“Agreement”) is entered into as of July 23, 2004 by
and among Trinity Learning Corporation, a Utah corporation
(“Trinity”), ProsoftTraining, a Nevada corporation
(“Prosoft”), and MTX Acquisition Corp., a Utah
corporation and a direct wholly-owned subsidiary of Prosoft
(“MTX”).
Trinity, Prosoft and MTX are parties
to an Agreement and Plan of Merger dated as of February 22, 2004
(the “Merger Agreement”) and desire to terminate the
Merger Agreement on the terms and conditions set forth
herein.
Now, therefore, in consideration of
the mutual covenants and agreements set forth in this Agreement,
the parties agree as follows:
1. Trinity, Prosoft and MTX agree to
terminate the Merger Agreement by mutual agreement pursuant to
Section 9.1 of the Merger Agreement, effective
immediately.
2. In connection with and as further
consideration for such termination, Trinity agrees to pay Prosoft
Fifty Thousand Dollars ($50,000) in cash or by wire transfer no
later than the earlier of (i) 24 hours after the closing of
Trinity’s next round of debt or equity financing, or (ii)
August 6, 2004. In the event Trinity does not make such payment
when due, in addition to and not in substitution of any other
rights Prosoft may have with respect to nonpayment, then all unpaid
amounts shall bear interest from the date payment was due at the
rate of twenty-one percent (21%) per annum, and all such interest
shall be immediately due and payable along with the unpaid
amount.
3. Release of Claims . The
parties agree that the foregoing consideration represents
settlement in full of all outstanding obligations owed by Trinity
to Prosoft and/or MTX and by Prosoft and/or MTX to Trinity. Each of
Trinity, P
