As filed with the Securities and Exchange Commission on January 21, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE TIREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3282985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3828 RUE SAINT PATRICK
MONTREAL, QUEBEC H4E 1A4
(Address of Principal Executive Offices) (Zip Code)
STOCK UNDERLYING VARIOUS
EMPLOYMENT AND RETAINER AGREEMENTS
BETWEEN REGISTRANT AND:
CONSULTANTS, OFFICERS AND DIRECTORS
OF THE REGISTRANT
(Full title of the Plan)
FROHLING, HUDAK & PELLEGRINO, LLC
425 EAGLE ROCK AVENUE
ROSELAND, NEW JERSEY 07068
(Name and address, including zip code of agent for service)
(973) 226-4600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
CALCULTATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,Par
Value $.001 Per Share 9,045,404 $0.18 $1,628,173 $453.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) on the basis of the average of the low bid and ask
prices of the Common Stock of the Registrant as traded in the over-the-counter
market and reported in the Electronic Bulletin Board of the National Association
of Securities Dealers on January 19, 2000.
-1-
<PAGE>
PART I
DESCRIPTION OF CONSULTING, DIRECTORS AND EMPLOYMENT AGREEMENTS
The following table sets forth the number of shares of Common stock
issued or authorized to be issued pursuant to certain Consulting and Employment
Agreements attached hereto or incorporated herein by reference.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael D.A. Ash Executive Agreement dated February 26, 1999 1,180,000
Executive Agreement dated September 23, 1999
- -----------------------------------------------------------------------------------------------------------
David Bothe Consulting Agreement dated October 10, 1998 1,180,000
- -----------------------------------------------------------------------------------------------------------
Terence Byrne Executive Agreement as amended May 1, 1997 1,000,000
- -----------------------------------------------------------------------------------------------------------
Linda Pellegrino Consulting Agreement dated December 27, 1999 500,000
- -----------------------------------------------------------------------------------------------------------
Heather Goodwin Employment Agreement dated February 26, 1997 10,000
- -----------------------------------------------------------------------------------------------------------
Donald Hommel Consulting Agreement dated October 3, 1997 720,000
- -----------------------------------------------------------------------------------------------------------
Research Investment Consulting Agreement dated May 7, 1997 253,288
Planning ENR.
- -----------------------------------------------------------------------------------------------------------
V.J. Kachru Employment Agreement dated April 29, 1997 1,180,000
Employment Agreement dated July 28, 1999
- -----------------------------------------------------------------------------------------------------------
RTC Consulting Consulting Agreement dated May 9, 1997 1,180,000
- -----------------------------------------------------------------------------------------------------------
Francois Lafortune Employment Agreement dated October 15, 1997 353,298
- -----------------------------------------------------------------------------------------------------------
Serge Lesperance Resolution of the Board of Directors of the Registrant 29,409
dated March 31, 1999
- -----------------------------------------------------------------------------------------------------------
Roma Mailloux Resolution of the Board of Directors of the Registrant 29,409
dated March 31, 1999
- -----------------------------------------------------------------------------------------------------------
Henry Meier Consulting Agreement dated December 1, 1999 250,000
- -----------------------------------------------------------------------------------------------------------
John L. Threshie, Jr. Employment Agreement dated February 20, 1997 as 1,180,000
extended by correspondence dated December 30, 1998
- -----------------------------------------------------------------------------------------------------------
TOTAL 9,045,404
- -----------------------------------------------------------------------------------------------------------
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1999, filed pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) Registrant's quarterly reports on Forms 10-QSB for the fiscal
quarters ended September 30, 1998, December 31, 1998, March 31, 1999,
and September 30, 1999 filed pursuant to Section 15(d) of the Exchange
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<PAGE>
Act, and Registrant's Current Reports on Form 8-K, dated May 27, 1998
(filed with the Commission on August 3, 1998), September 14, 1998
(filed with the Commission on September 18, 1998), March 17, 1999
(filed with the Commission on March 23, 1999), May 4, 1999 (filed with
the Commission on May 18, 1999), May 10, 1999 (filed with the
Commission on May 24, 1999), and September 3, 1999 (filed with the
Commission on September 3, 1999).
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the Securities Act and Sections 13(a), 13(c), and 14 of the
Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereunder have been sold, or which
registers all securities then remaining unsold under this registration
statement, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of Registrant consists of one hundred
twenty million shares (120,000,000), par value $.001 per share, all of which are
designated Common Stock par value $.001 per share. As at December 31, 1999 there
were one hundred eighteen million, four hundred eighty one thousand, five
hundred twenty eight (118,481,528) shares of Common Stock issued and
outstanding.
Registrant's board of directors may determine the times when, the terms
under which and the consideration for which Registrant shall issue, dispose of
or receive subscriptions for its shares, including treasury shares, or acquire
its own shares. The consideration for the issuance of the shares shall be paid
in full before their issuance and shall not be less than the par value per
share. Upon payment of such consideration, such shares shall be deemed to be
fully paid and nonassessable by Registrant.
The holders of shares of Common Stock of the Registrant are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefore and, upon liquidation, are entitled to share pro rata in any
distribution to shareholders. Holders of the Common Stock have one
non-cumulative vote for each share hold. There are no preemptive, conversion or
redemption privileges, nor sinking fund provisions, with respect to the Common
Stock.
Stockholders are entitled to one vote of each share of Common Stock
held of record on matters submitted to a vote of stockholders. The Common Stock
does not have cumulative voting rights. As a result, the holders of more than
50% of the shares of Common Stock voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares of Common Stock will not be able to elect any person or
persons to the board of directors of Registrant.
Item 5. Interest of Named Experts and Counsel.
Linda Pellegrino of Frohling, Hudak & Pellegrino, LLC, the Registrant's
Securities and United States Counsel, is to receive 500,000 shares of the
Registrants Common Stock for past services rendered. No member of the firm is an
officer or director of the Registrant.
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant's certificate of incorporation provides for
indemnification to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law ("Section 145"). Pursuant thereto, the Registrant
indemnifies its officers, directors, employees and agents to the fullest extent
permitted for losses and expenses incurred by them in connection with actions in
which they are involved by reason of their having been directors, officers,
employees, or agents of the Registrant. Section 145 permits a corporation to
indemnify any person who is or has been a director, officer, employee, or agent
of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization, or enterprise at the
request of the corporation, against all liability and expenses (including but
not limited to attorneys' fees and disbursements and amounts paid in settlement
or in satisfaction of judgments or as fines or penalties) incurred or paid in
connection with any action, suit or proceeding, whether civil, criminal,
administrative, investigative, or otherwise, in which he or she may be involved
by reason of the fact that he or she served or is serving in these capacities,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no cause to believe his or her
conduct was unlawful. In the case of a claim, action, suit or proceeding made or
brought by or in the right of the corporation to procure a recovery or judgment
in its favor, the corporation shall not indemnify such person in respect of any
claim issue or matter as to which such person has been adjudged to be liable to
the corporation for negligence or misconduct in the performance of his or her
duty to the corporation, except for such expenses as the Court may allow. Any
such person who has been wholly successful on the merits or otherwise with
respect to any such claim, action, suit or proceeding or with respect to any
claim, issue or matter therein, shall be indemnified as of right against all
expenses in connection therewith or resulting therefrom. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
The Registrant's By-laws provide for indemnification of the
Registrant's officers and directors against all liabilities (including
reasonable costs, expenses, attorney's fees, obligations for payment in
settlement and final judgment) incurred by or imposed upon them in the
preparation, conduct or compromise of any actual or threatened action, suit, or
proceeding, whether civil, criminal, or administrative, including any appeals
therefrom and any collateral proceedings in which they shall be involved by
reason of any action or omission by them in their capacity as a director or
officer of the Registrant, or of any other corporation which they serve as a
director or officer at the request of the Registrant, whether or not such person
is a director or officer at the time such liabilities are incurred or any such
action, suit, or proceeding is commenced against them. The indemnification
provided by the By-laws does not extend, however, to certain situations
involving misconduct, willful misfeasance, bad faith, or gross negligence.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
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<PAGE>
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute pursuant to which any
director or officer of the Registrant is indemnified in any manner against any
liability which he may incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated herein by reference
are as follows:
EXHIBIT NO. ITEM
- ----------- ----
4.1 Executive Agreement between the Registrant and Michael D.A. Ash dated
February 26, 1999.
4.2 Executive Agreement between the Registrant and Michael D.A. Ash dated
September 23, 1999.
4.3 Consulting Agreement between the Company and David Bothe dated
October 10, 1998.
4.4 Amendment No. 2 to Executive Agreement between the Registrant and
Terence Byrne dated May 1, 1997. (1)
4.5 Consulting Agreement between the Registrant and Linda Pellegrino
dated December 27, 1999.
4.6 Employment Agreement between the Registrant and Heather Goodwin dated
February 26, 1997.
4.7 Consulting Agreement between the Registrant and Donald Hommel dated
October 3, 1997.
4.8 Consulting Agreement between the Registrant and Research Investment
Planning ENR. dated May 7, 1997.
4.9 Employment Agreement dated April 29, 1997 between Registrant and
Vijay Kachru.(2)
4.10 Employment Agreement between the Registrant and V.J. Kachru dated
July 28, 1999.
-5-
<PAGE>
4.11 Consulting Agreement between the Registrant and RTC Consulting dated
May 9, 1997.
4.12 Employment Agreement between the Registrant and Francois Lafortune
dated October 15, 1997.
4.13 Resolution of the Board of Directors of the Registrant dated March
31, 1999 authorizing issuance of Common Stock to Serge Lesperance.
4.14 Resolution of the Board of Directors of the Registrant dated March
31, 1999 authorizing issuance of Common Stock to Roma Mailloux (as
set forth in Resolution of Board of Directors of the Registrant dated
March 31, 1999 included as Exhibit 4.14).
4.15 Consulting Agreement between the Registrant and Henry Meier dated
December 1, 1999.
4.16 Employment Agreement between the Registrant and John L. Threshie, Jr.
Effective as of January 1, 1996.(3)
4.17 December 30, 1998 extension to the Employment Agreement between the
Registrant and John L. Threshie, Jr. Effective as of January 1, 1996.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the legality
of the securities being registered under this Registration Statement.
24.1 Consent of Pinkham & Pinkham, P.C., Certified Public Accountants,
Independent Auditor for the Registrant.
24.2 Consent of Frohling, Hudak & Pellegrino, LLC, (set forth in the
opinion of counsel included as Exhibit 5.1).
(1) Filed with the Securities and Exchange Commission, as Exhibit 10(iii)
to the Registrant's Annual Report or Form 10-KSB for the fiscal year
ended June 30, 1997, which exhibit is incorporated herein by
reference.
(2) Filed with the Securities and Exchange Commission, as Exhibit 10
(cccc) to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1997, which exhibit is incorporated herein
by reference.
(3) Filed with the Securities and Exchange Commission on March 21, 1997
as exhibit, number 4.4 to the registration statement of the
Registrant on Form S-8, Registration No. 333-23759, which exhibit is
incorporated herein by reference.
- ------------------
-6-
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i)To include any prospectus required by section
10(a) (3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii)To include any material information with respect
to the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
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<PAGE>
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Registrant of expenses
incurred or paid by a director, officer or
controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being
registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 20th day
of January 2000.
THE TIREX CORPORATION
By /s/ TERENCE C. BYRNE
----------------------------------------------
Terence C. Byrne, Chairman of the Board of
Directors and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ TERENCE C. BYRNE Chairman of the Board January 20, 2000
- ------------------------ of Directors and Chief
Terence C. Byrne Executive Officer
/s/ MICHAEL ASH Treasurer and Chief January 20, 2000
- ------------------------ Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ TERENCE C. BYRNE Director January 20, 2000
- ------------------------
Terence C. Byrne
/s/ LOUIS V. MURO Director January 20, 2000
- -------------------------
Louis V. Muro
/s/ LOUIS SANZARO Director January 20, 2000
- -------------------------
Louis Sanzaro
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<PAGE>
INDEX TO EXHIBITS BEING FILED HEREWITH
EXHIBIT
NO. ITEM
4.1 Executive Agreement between the Registrant and Michael D.A. Ash dated
February 26, 1999.
4.2 Executive Agreement between the Registrant and Michael D.A. Ash dated
September 23, 1999.
4.3 Consulting Agreement between the Company and David Bothe dated October
10, 1998.
4.5 Consulting Agreement between the Registrant and Linda Pellegrino dated
December 27, 1999.
4.6 Employment Agreement between the Registrant and Heather Goodwin dated
February 26, 1997.
4.7 Consulting Agreement between the Registrant and Donald Hommel dated
October 3, 1997.
4.8 Consulting Agreement between the Registrant and Research Investment
Planning, ENR. dated May 7, 1997.
4.10 Employment Agreement between the Registrant and V.J. Kachru dated July
28, 1999.
4.11 Consulting Agreement between the Registrant and RTC Consulting dated
May 9, 1997.
4.12 Employment Agreement between the Registrant and Francois Lafortune
dated October 15, 1997.
4.13 Resolution of the Board of Directors of the Registrant dated March 31,
1999 authorizing issuance of Common Stock to Serge Lesperance.
4.14 Resolution of the Board of Directors of the Registrant dated March 31,
1999 authorizing issuance of Common Stock to Roma Mailloux ( as set
forth in Resolution of Board of Directors of the Registrant dated March
31, 1999 included as Exhibit 4.14).
4.15 Consulting Agreement between the Registrant and Henry Meier dated
December 1, 1999.
4.17 December 30, 1998 extension to the Employment Agreement between the
Registrant and John L. Threshie, Jr.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC regarding the legality of
the securities being registered under this Registration Statement
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<PAGE>
24.1 Consent of Pinkham & Pinkham, P.C., Certified Public Accountants
Independent Auditors for the Registrant
24.2 Consent of Frohling, Hudak & Pellegrino, LLC, the counsel for the
Registrant (set forth in the opinion of counsel included as Exhibit
5.1)
-11-
THE TIREX CORPORATION
EXECUTIVE AGREEMENT
THIS EXECUTIVE AGREEMENT (the "Agreement") is made and entered into as
of this 26th day of February 1999 by and among:
The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec
Canada H3C 1L5
(the "Corporation")
Michael Ash
310 Montee Sabourin
St. Bruno PQ
J3V 4P6
(the "Executive")
WHEREAS, The Tirex Corporation (the "Corporation"), is a publicly-held
Delaware corporation, the common stock of which is traded in the
over-the-counter market in the United States and quoted on the electronic
bulletin board of the National Association of Securities Dealers (the "OTC
Bulletin Board").
WHEREAS, The Corporation desires to employ the Executive as a Vice
President of the Corporation and the Executive is willing to accept such
employment by the Corporation, on the terms and subject to the conditions set
forth in this Agreement.
WHEREAS, The Corporation is in very early stages of development, with
very limited assets, income, operations, and financial resources on hand to
finance the development of their technology and the commencement of their
commercial operations. Their future financial prospects and positions are
therefore highly contingent and, as at the date hereof, impossible to predict.
Based upon the foregoing, the Corporation's Board of Directors believe that
unregistered shares of the Corporation's common stock, which cannot be sold into
the public market for an extended period of time, may reasonably be deemed to
<PAGE>
have a value which reflects the Corporation's poor financial position and
uncertain future, and can reasonably be expected to be saleable by the
Corporation, in arm's length transactions, for approximately fifty percent (50%)
of the current market value of the publicly traded stock of the Corporation, or
for substantially less.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. DEFINITIONS
For the purposes of this Agreement the following terms shall have the
following meanings:
1.0 THE "CORPORATION" shall mean the Corporation and all other
corporations, partnerships, or other entities, now or in the future controlled
by the Corporation, jointly and severally.
1.1 "CHANGE IN CONTROL" shall mean (i) the time that the Corporation
first determines that any person and all other persons who constitute a group
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
("Exchange Act") have acquired direct or indirect beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or
more of the Corporation's outstanding securities, unless a majority of the
"Continuing Directors", as that term is defined in Paragraph 1.3, approves the
acquisition not later than ten (10) business days after the Corporation makes
that determination, or (ii) the first day on which a majority of the members of
the Corporation's Board of Directors are not "Continuing Directors."
1.2 "CONTINUING DIRECTORS" shall mean, as of any date of determination,
any member of the Board of Directors of the Corporation who (i) was a member of
that Board of Directors on January 19, 1995, (ii) has been a member of that
Board of Directors for the two years immediately preceding such date of
determination, or (iii) was nominated for election or elected to the Board of
Directors with the affirmative vote of the greater of (x) a majority of the
Continuing Directors who were members of the Board at the time of such
nomination or election or (y) at least four Continuing Directors.
1.3 "EFFECTIVE DATE" shall mean January 4, 1999.
2
<PAGE>
.4 "TERMINATION FOR CAUSE" shall mean termination by the Corporation of
the Executive's employment by reason of the Executive's willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, the
Corporation or by reason of the Executive's willful material breach of this
Agreement which has resulted in material injury to the Corporation.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause without (i) Written notice to the Executive setting forth
the reasons for the Corporation's intention to terminate for Cause, (ii) an
opportunity on not less than 20 days written notice from the Corporation to the
Executive for the Executive, together with his counsel, to be heard before the
full Board of Directors of the Corporation, and (iii) delivery to the Executive
of a Notice of Termination as defined in Paragraph 6.9 hereof from the Board of
Directors finding that, following such hearing before the Board, in the good
faith opinion of such Board, the Executive was guilty of conduct set forth above
and specifying the particulars thereof in detail.
1.5 "TERMINATION FOR 'GOOD REASON'" shall mean termination by the
Executive of the Executive's employment by the Corporation because of: (i) a
"Change in Control", as defined in Paragraph 1.1, above, (ii) a failure by the
Corporation to comply with any material provision of this Agreement which has
not been cured within ten (10) days after notice of such noncompliance has been
given by the Executive to the Corporation, (iii) the determination by the
Executive that because of changes in the composition or policies of the Board of
Directors of the Corporation, or of other events or occurrences of material
effect, that the Executive can no longer properly and effectively discharge his
responsibilities as a Vice President of the Corporation after giving the
Corporation not less than thirty (30) days prior written notice of the effective
date of such termination, or (iv) any purported termination of the Executive's
employment which is not effected pursuant to a Notice of Termination satisfying
the requirements of Paragraph 6.9 hereof (and for purposes of this agreement no
such purported termination shall be effective).
1.6 "TERMINATION OTHER THAN FOR CAUSE" shall mean termination by the
Corporation of the Executive's employment by the Corporation (other than in a
Termination for Cause).
1.7 "TERMINATION UPON A CHANGE IN CONTROL" shall mean a termination by
the Corporation of the Executive's employment with the Corporation within 120
days following a "Change in Control", as that term is defined in Paragraph 1.1.
1.8 "VOLUNTARY TERMINATION" shall mean termination by the Executive of
the Executive's employment by the Corporation other than (i) Termination Upon a
Change in Control or (ii) Termination for Good Reason, and (iv) termination by
reason of the Executive's death or disability as described in Paragraphs 6.4 and
6.5.
3
<PAGE>
2. EMPLOYMENT
During the term of this Agreement, the Executive agrees to be employed
by the Corporation and to serve as Secretary, Treasurer and Chief Financial and
Accounting Officer of the Corporation or in such other positions as the
Corporation shall require, and the Corporation agrees to employ and retain the
Executive in such capacities.
3. DUTIES AND RESPONSIBILITIES
3.1 TIME AND REPORTING OBLIGATIONS. The Executive shall devote his full
time, energy, and skills to the affairs of the Corporation, reporting solely and
exclusively to Terence C. Byrne, the President and Chief Executive Officer
thereof, or such other person as Mr. Byrne shall designate.
3.2 DUTIES. The Executive's duties and responsibilities shall include,
but may not be limited to the normal duties and responsibilities of the office
or offices set forth in Section 2, above.
3.3 OTHER ACTIVITIES. The Executive hereby acknowledges that the
Corporation reserves the right to review with the Executive his present
directorships and any other positions held by him in business organizations, and
the Executive agrees to terminate his participation in such positions if the
Corporation shall determine, in a particular case, that there is a potential
material conflict with the Corporation's best interests. Any future proposed
directorships and/or positions in or with other business organizations shall be
subject to review by the board of directors of the Corporation, providing
however, that such board shall not prohibit any such activities unless such
potential material conflicts with the Executive's duties as a Vice President of
the Corporation shall exist.
4. TERM OF EMPLOYMENT
4.1 TERM. The term of employment of the Executive by the Corporation
shall be for a period of three years beginning with the Effective Date (the
"Initial Term"), unless terminated earlier pursuant to Section 6. At any time
prior to the expiration of the Initial Term, the Corporation and the Executive
may by mutual written agreement extend the Executive's employment under the
terms of this Agreement for such additional periods as they shall mutually
agree.
5. SALARY, BENEFITS AND BONUS COMPENSATION
5.1 SIGNING BONUS. In consideration of the Executive's agreeing to
discontinue, as expeditiously as practicable in a reasonable and orderly manner,
his other business activities in order to enter into this agreement, the
Corporation will issue to the Executive, upon execution of this Agreement, one
million (1,000,000) shares of the common stock of the Corporation.
5.2 ANNUAL SALARY. As payment for the services to be rendered by the
Executive as provided in Section 3, the Corporation agrees to pay to the
Executive an annual salary ("Salary"), beginning as of the Effective Date, at
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the rate of one hundred twenty-five thousand United States dollars (US $125,000)
per annum payable in 26 equal bi-weekly installments subject to annual review
and increase, as the board of directors shall determine.
5.3 COMPENSATION SHARES IN LIEU OF CASH PAYMENTS. Notwithstanding the
requirements of Paragraph 5.2, above, the Executive and the Corporation agree
and acknowledge that:
5.3.1 From time to time, during the foreseeable future, the Corporation
may not have available the financial resources to pay to the Executive, in cash,
the full amount of the Salary; In such event, with the consent of the Executive,
the obligations of the Corporation with respect to any unpaid amount of Salary
will be satisfied by the issuance to the Executive of shares of the common stock
of the Corporation ("Compensation Shares"), which Compensation Shares shall
constitute compensation pursuant to the terms of this Executive Agreement.
5.3.2 All Compensation Shares will be issued to and held by the
Executive pursuant to the terms of a stock restriction agreement, on terms
mutually agreeable to the parties.
5.3.3 All Compensation Shares will be issued to the Executive at a
value equal to fifty percent (50%) of the average of the high and low bid prices
of the Corporation's common stock, during the period when such Compensation
Shares were earned, as traded in the over-the-counter market and quoted in the
OTC Electronic Bulletin Board or such other public market in the United States
in which the common stock of the Corporation shall then be traded.
5.3.4 From time to time, all or part of the Compensation Shares may be
registered by the Corporation under a Registration Statement on Form S-8,
including a Re-offer Prospectus, as and at such time as the board of directors
of the Corporation or the executive committee thereof shall determine.
5.4 BONUSES. the Executive shall be eligible to receive a discretionary
bonus for each year (or portion thereof) during the term of this Agreement and
any extensions thereof, with the actual amount of any such bonus to be
determined in the sole discretion of the Board of Directors based upon its
evaluation of the Executive's performance during such year. All such bonuses
shall be reviewed annually by the Compensation Committee, if any shall be in
existence.
5.5 ADDITIONAL BENEFITS. During the term of this Agreement, the
Executive shall be entitled to the following fringe benefits:
(a) EXECUTIVE BENEFITS. The Executive shall be eligible
to participate in such of the Corporation's benefits
and deferred compensation plans as are now generally
available or later made generally available to
executive officers of, including, without limitation,
the Corporation's Stock Option Plan, profit sharing
plans, annual physical examinations, dental and
medical plans, personal catastrophe and disability
insurance, financial planning, retirement plans and
supplementary executive retirement plans, if any. For
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purposes of establishing the length of service under
any benefit plans or programs of the Corporation, the
Executive's employment with will be deemed to have
commenced on the Effective Date.
(b) VACATION. The Executive shall be entitled to
reasonable vacation time during each year during the
term of this Agreement and any extensions thereof, in
an amount to be determined by the mutual agreement of
the Executive and the board of director of the
Corporation, provided however that such amount shall
be a minimum of three weeks per year.
(c) CAR ALLOWANCE. The Executive shall receive a monthly
car allowance of two hundred fifty Canadian dollars
(Cdn $500).
5.6 REIMBURSEMENT FOR EXPENSES. During the term of this Agreement, the
Corporation shall reimburse the Executive for reasonable and properly documented
out-of-pocket business and/or entertainment expenses incurred by the Executive
in connection with his duties under this Agreement.
6. TERMINATION
6.1 TERMINATION FOR CAUSE. Termination For Cause may be effected by the
Corporation in accordance with the procedures set forth in Paragraph 1.5 at any
time during the term of this Agreement and shall be effected by written
notification to the Executive in accordance with Paragraph 6.9, below. Upon the
effectiveness of a Termination For Cause, the Executive shall promptly be paid
all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Corporation in which the Executive is a participant to the full extent of
the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive shall not be
paid any other compensation or reimbursement of any kind.
6.2 TERMINATION OTHER THAN FOR CAUSE. Notwithstanding anything else in
this Agreement, the Corporation may effect a Termination Other Than For Cause at
any time upon giving written notice to the Executive of such termination. Upon
the effectiveness of any Termination Other Than For Cause, the Executive shall
promptly be paid all accrued salary, bonus compensation to the extent earned,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans (including accelerated
vesting, if any, of awards granted to the Executive under the Corporation's
stock option plan), accrued vacation pay and any appropriate business expenses
incurred by the Executive in connection with his duties hereunder, all to the
date of termination, and all severance compensation as provided in Paragraph
6.1.
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6.3 TERMINATION FOR GOOD REASON. Notwithstanding anything else in this
Agreement, the Executive may effect a Termination for Good Reason at any time
upon giving written notice to the Corporation of such termination in accordance
with the provisions of Paragraph 6.9 hereof. Upon the effectiveness of any
Termination for Good Reason the Executive shall promptly be paid all accrued
salary, bonus compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of in which
the Executive is a participant to the full extent of the Executive's rights
under such plans (including accelerated vesting, if any, of awards granted to
the Executive under's stock option plan), accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, and all severance compensation
as provided in Paragraph 6.1.
6.4 TERMINATION BY REASON OF DISABILITY. If, during the term of this
Agreement, the Executive fails to perform his duties under this Agreement on
account of illness or physical or mental incapacity, and such illness or
incapacity continues for a period of more than twelve (12) consecutive months,
the Corporation shall have the right to terminate the Executive's employment
hereunder by written notification to the Executive and payment to the Executive
of all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder, all
to the date of termination, with the exception of medical and dental benefits
which shall continue through the expiration of this Agreement, but the Executive
shall not be paid any other compensation or reimbursement of any kind.
6.5 DEATH. In the event of the Executive's death during the term of
this Agreement, the Executive's employment shall be deemed to have terminated as
of the last day of the month during which his death occurs and the Corporation
shall promptly pay to his estate or such beneficiaries as the Executive may from
time to time designate all accrued salary, bonus compensation to the extent
earned, vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive's estate
shall not be paid any other compensation or reimbursement of any kind.
6.6 VOLUNTARY TERMINATION. In the event of a Voluntary Termination, the
Corporation shall promptly pay all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than pension plan or profit
sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of in which the Executive is a participant
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to the full extent of the Executive's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by the Executive in
connection with his duties hereunder, all to the date of termination, but no
other compensation or reimbursement of any kind.
6.7 TERMINATION UPON A CHANGE IN CONTROL. In the event of a Termination
Upon the effectiveness of a Change in Control, the Executive shall immediately
be paid all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of in which the Executive is a participant to the full extent of the
Executive's rights under such plans (including accelerated vesting, if any, of
any awards granted to the Executive under the Corporation's Stock Option Plan),
accrued vacation pay and any appropriate business expenses incurred by the
Executive in connection with his duties hereunder, all to the date of
termination, and all severance compensation as provided in Paragraph 6.1.
6.8 NOTICE OF TERMINATION. The Corporation may effect a termination of
this Agreement pursuant to the provisions of this Section upon giving thirty
(30) days' written notice to the Executive of such termination. The Executive
may effect a termination of this Agreement pursuant to the provisions of this
Section upon giving thirty (30) days' written notice to the Corporation of such
termination.
7. SEVERANCE COMPENSATION
7.1 SEVERANCE COMPENSATION IN THE EVENT OF: TERMINATION OTHER THAN FOR
CAUSE PURSUANT TO PARAGRAPH 6.2; TERMINATION FOR GOOD REASON PURSUANT TO
PARAGRAPH 6.3; OR TERMINATION UPON A CHANGE IN CONTROL PURSUANT TO PARAGRAPH
6.7. In the event that, after the expiration of one-year from the Effective date
of this Agreement, the Executive's employment is terminated in a termination:
Other Than for Cause pursuant to Paragraph 6.2; for Good Reason pursuant to
Paragraph 6.3; or a Change in Control pursuant to Paragraph 6.7, the Executive
shall be paid the following as severance compensation:
7.1.1 For terminations which occur during the second year of the term
of this Agreement: fifty percent (50%) of the amount of the annual Salary (at
the rate payable at the time of such termination), for a period of twelve (12)
months from the date of such termination. The Executive shall also be entitled
to accelerated vesting of any awards granted to the Executive under any Stock
Option Plan, stock option agreement, or any other employee benefit plan or any
agreement entered into in connection therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the extent of fifty percent (50%) of the Executive's pre-termination rights
under such plans, including any perquisites provided under this Agreement,
though the twelve months following such termination, provided, however, that the
benefits under any such plans of in which the Executive is a participant,
including any such perquisites, shall cease upon re-employment by a new
employer. By way of additional severance compensation, the Corporation shall
issue to the Executive within five (5) business days of the date of termination,
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a number of shares of the common stock of the Corporation equal to the number of
shares of such common stock, if any, which the Executive shall have forfeited
under the terms of any Stock Restriction Agreement.
7.1.2 For terminations which occur during the third year of the term of
this Agreement: one hundred percent (100%) of the amount of the annual Salary
(at the rate payable at the time of such termination), for a period of twelve
(12) months from the date of such termination. The Executive shall also be
entitled to accelerated vesting of any awards granted to the Executive under any
Stock Option Plan, stock option agreement, or any other employee benefit plan or
any agreement entered into in connection therewith at the time of grant or
award. The Executive shall continue to accrue retirement benefits and shall
continue to enjoy any benefits under any plans of in which the Executive is a
participant to the full extent of the Executive's pre-termination rights under
such plans, including any perquisites provided under this Agreement, though the
twelve months following such termination, provided, however, that the benefits
under any such plans of in which the Executive is a participant, including any
such perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, the Corporation shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of any
Stock Restriction Agreement.
7.1.3 For terminations which occur after the expiration of the first
three years of the initial term of this Agreement, including any extensions of
such term: two hundred percent (200%) of the amount of the annual Salary (at the
rate payable at the time of such termination), for a period of twelve (12)
months from the date of such termination. The Executive shall also be entitled
to accelerated vesting of any awards granted to the Executive under any Stock
Option Plan, stock option agreement, or any other employee benefit plan or any
agreement entered into in connection therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the full extent of the Executive's pre-termination rights under such plans,
including any perquisites provided under this Agreement, though the twelve
months following such termination, provided, however, that the benefits under
any such plans of in which the Executive is a participant, including any such
perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, the Corporation shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of any
Stock Restriction Agreement.
7.1.4 Notwithstanding the provisions of Subparagraphs 7.1.1 and 7.1.2,
above, or Paragraph 7.2, below, if the basic cause of termination shall be a
Change in Control, as that term is defined in Paragraph 1.1, above: (i) the
Executive shall be paid, as severance compensation, two hundred percent (200%)
of the amount of the annual Salary (at the rate payable at the time of such
termination), for a period of twelve (12) months from the date of such
termination; and (ii) the Executive may in the Executive's sole discretion, by
delivery of a notice to the Corporation within thirty (30) days following a
Termination Upon a Change in Control, elect to receive from Compensation a lump
sum severance payment by bank cashier's check equal to the present value of the
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flow of cash payments that would otherwise be paid to the Executive pursuant to
this Paragraph. In addition, the Corporation shall, on request of the Executive,
immediately take steps to register any or all Compensation Shares or other
unregistered shares of the common stock of the Corporation then held by the
Executive, of issuable to him in accordance with the provisions of this Section
7, with the Securities and Exchange Commission under a Form S-8 registration
statement filed with the United States Securities and Exchange Commission and
effective under the United States Securities Act of 1933, as Amended, or such
other Form of registration statement as shall then be available to the
Corporation including without limitation Forms S-1 and SB-2.
7.1.5 In the event that the Executive shall be entitled to any cash
payments pursuant to this Section 7 and the Corporation shall not have
sufficient cash resources available therefor, the Executive shall be issued
shares of the Common Stock of the Corporation in lieu of such cash payments, in
whole or in part, as the parties hereto shall mutually agree.
7.2 NO SEVERANCE COMPENSATION UPON OTHER TERMINATION. In the event of
Termination: (i) for any reason during the first year following the Effective
Date of this Agreement; (ii) For Cause pursuant to Paragraph 6.1; (iii)
termination by reason of the Executive's Disability or Death pursuant to
Paragraphs 6.4 or 6.5; or (iv) Voluntary Termination pursuant to Paragraph 6.6
hereof, neither the Executive nor his estate shall not be paid any severance
compensation.
8. PAYMENT OBLIGATIONS
the Corporation's obligation to pay the Executive the compensation and
to make the arrangements provided herein shall be unconditional, and the
Executive shall have no obligation whatsoever to mitigate damages hereunder. If
litigation after a Change in Control shall be brought to enforce or interpret
any provision contained herein, the Corporation, to the extent permitted by
applicable law and the Corporation's Articles of Incorporation and Bylaws,
hereby indemnifies the Executive for the Executive's reasonable attorneys' fees
and disbursements incurred in such litigation.
9. CONFIDENTIALITY
The Executive agrees that all confidential and proprietary information
relating to the business of the Corporation shall be kept and treated as
confidential both during and after the term of this Agreement, except as may be
permitted in writing by the Corporation's Board of Directors or as such
information is within the public domain or comes within the public domain
without any breach of this Agreement.
10. WITHHOLDINGS
All compensation and benefits to the Executive hereunder shall be
reduced by all federal, state, local and other withholdings and similar taxes
and payments required by applicable law.
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11. INDEMNIFICATION
In addition to any rights to indemnification to which the Executive is
entitled to under the Corporation's Articles of Incorporation and Bylaws, the
Corporation shall indemnify the Executive at all times during and after the term
of this Agreement to the maximum extent permitted under Delaware Business
Corporation Law or any successor provision thereof and any other applicable
state law, and shall pay the Executive's expenses in defending any civil or
criminal action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
12. NOTICES
Any notices permitted or required under this Agreement shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt to the Corporation at:
The Tirex Corporation
740 St. Maurice Suite, 201
Montreal, Quebec H3C 1L5
addressed to the Executive at:
Michael Ash
310 Montee Sabourin
St. Bruno PQ
J3V 4P6
or at any other address as any party may, from time to time, designate by notice
given in compliance with this Paragraph.
13. LAW GOVERNING
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
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14. GENERAL
14.1 TITLES AND CAPTIONS. All section titles or captions contained in
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
14.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
14.3 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
14.4 ATTORNEY FEES. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
14.5 COMPUTATION OF TIME. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday, or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday, or legal holiday.
14.6 PRONOUNS AND PLURALS. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or plural
as the identity of the person or persons may require.
14.7 PRESUMPTION. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
14.8 FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
14.9 PARTIES IN INTEREST. Nothing herein shall be construed to be to
the benefit of any third party, nor is it intended that any provision shall be
for the benefit of any third party.
14.10 SAVINGS CLAUSE. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
THE TIREX CORPORATION
By /s/ TERENCE C. BYRNE
-------------------------------------
Terence C. Byrne, Chairman and CEO
/s/ MICHAEL ASH
-------------------------------------
Michael Ash
12
CONSULTING AGREEMENT
BETWEEN
THE TIREX CORPORATION
AND
MICHAEL D.A. ASH
Whereas The Tirex Corporation (party of the first part, hereinafter referred to
as "Tirex") wishes to engage the services of Michael Ash (party of the second
part, hereinafter referred to as "Ash") to act in the capacity of
Secretary-Treasurer and Chief Financial Officer of The Tirex Corporation, and
Whereas Michael D.A. Ash has agreed to act in such capacity for the benefit of
The Tirex Corporation, subject to the terms and conditions enunciated hereafter,
It is agreed, this twenty-third (23rd) day of September 1999 that Tirex will
engage the services of Ash to undertake the role of Secretary-Treasurer and
Chief Financial Officer of Tirex for the period commencing September 1, 1999 and
ending September 30, 2000.
Ash agrees to fulfill the role of Secretary-Treasurer and Chief Financial
Officer of Tirex and will assume all responsibilities and duties normally
attributable to such a function within the context of a public corporation
reportable to the Government of the United States of America and all agencies
and commissions thereof.
Tirex agrees to compensate Ash for the accomplishment of such functions through
the issuance of shares of Tirex (currently listed on the NASDAQ-OTC Bulletin
Board under the symbol TXMC), and Ash agrees that, in the absence of any
amendment to this agreement which might be concluded by mutual consent of the
parties and with the exception of bonuses which might, at the sole discretion of
the Board of Directors of Tirex, be declared, no other compensation will be paid
to Ash.
Tirex agrees to issue to Ash 2,000,000 shares of the common share capital of
Tirex upon signing of this agreement and to release 300,000 of such shares
immediately, the balance of 1,700,000 shares to be held in escrow and released
in those quantities and on those dates as listed below:
300,000 shares for immediate release upon signing of this agreement as
noted above,
400,000 shares to be released on October 31. 1999
400,000 shares to be released January 31, 2000
400,000 shares to be released April 30, 2000
400,000 shares to be released July 31, 2000 100,000 shares to be
released September 30, 2000
Tirex agrees to undertake such measures required to enable Ash to trade such
shares received as soon as possible as permitted by US Securities Laws.
<PAGE>
-2-
Tirex agrees that the issue price of the shares shall be 50% of the average of
the high and low actual share transaction price which will have occurred on the
day preceding the date of issuance of said shares.
This Agreement is irrevocable and the shares will be released on the above-noted
dates except in those circumstances where Tirex would be able to prove that Ash
would have acted in a dishonest manner to the detriment of Tirex, where Ash
would have undertaken acts which would constitute gross negligence to the
detriment of Tirex, or where Ash would express in writing a desire to terminate
this agreement prior to its intended date of termination, having given notice of
at least ninety (90) days of such intent to terminate the agreement, under which
circumstances, all shares issuable on the prescribed dates prior to the
effective date of termination will be issued and any remaining unissued shares
will be returned to treasury of Tirex. Where termination of the agreement is for
alleged dishonesty or gross negligence, the shares to be released to Ash will
include all shares to be released on the above-noted dates and any remaining
shares will be returned to the treasury of Tirex. In the event that any
allegations of dishonesty or gross negligence are not proven before an
independent person or tribunal mutually acceptable to both parties or before a
court of law, Tirex will immediately issue all remaining shares plus an
additional million (1,000,000) shares as compensatory damages to Ash.
In the event that Tirex would be sold to or merged with another company and that
the merged company or the acquiring company would not require the services of
Ash, an additional million (1,000,000) shares of Tirex, convertible into the
shares of the merged company or the acquiring company at the price established
for the merger or acquisition will be paid to Ash.
Tirex agrees that any or all shares to be issued under this agreement shall be
issued to Ash or any other person, moral or physical, designated by Ash, at the
sole discretion of Ash.
Tirex agrees that, in the event of a dispute which is resolved for the most part
in favor of Ash, Tirex will indemnify Ash for all legal costs incurred by Ash to
obtain such resolution, including costs imposed by the judicial system for the
resolution of the dispute. In all other cases, the parties will bear their own
legal costs and the parties will share equally those costs imposed by the
judicial system for the resolution of the dispute.
This agreement will be automatically renewable for successive one year periods
unless either party gives written notice of an intent to not renew the agreement
on or before the June 30th prior to the prescribed date of termination. In the
event of renewal of the agreement, Tirex will cause to be paid to Ash two
million (2,000,000) shares of the common share capital of Tirex for each year of
renewal, which shares will be issued to the name of Ash or any other person,
moral or physical, designated by Ash, and released in four equal quantities of
500,000 shares each time, on September 30th, December 31st, March 31st and June
30th of the renewal period. In the event of a split or reverse split of the
shares of Tirex, the shares to be issued to Ash following the date of such split
or reverse split will be adjusted to take into account the effect of such split
or reverse split in the same proportions of such split or reverse split.
<PAGE>
-3-
In the event that the majority of the directors of Tirex, in their sole
discretion, would deem that a bonus would be paid to Ash, such bonus will be
paid in common shares of Tirex, unless another form of payment is mutually
agreed by both parties, issuable at a price equal to 50% of the high and low
trading prices of the shares of Tirex on the day preceding the day on which the
bonus was granted by the Board of Directors of Tirex.
Tirex agrees to reimburse in cash, upon presentation of claim, all reasonable
expenses incurred by Ash on behalf of and for the benefit of Tirex. In the event
of termination of this agreement for cause or otherwise, Tirex agrees to pay
promptly to Ash all outstanding and reasonable claims for expenses incurred by
Ash on behalf of and for the benefit of Tirex.
The parties mutually agree that this agreement shall be governed by the laws of
the State of Delaware.
Signed this 23rd day of September, 1999,
FOR AND ON BEHALF OF THE TIREX CORPORATION BY: MICHAEL D.A. ASH
/s/ TERENCE C. BYRNE /s/ MICHAEL D.A. ASH
- ----------------------------------------- --------------------
Michael D.A. Ash Michael D.A. Ash
Terence C. Byrne
Chairman of the Board of Directors and
Chief Executive Officer
DAVID C. BOTHE
FINANCIAL CONSULTING SERVICES
6 SANDALWOOD LANE
COLONIA, NEW JERSEY 07067
October 1, 1998
Via Fax: 1-514-732-0300
Mr. Terry Byrne
The Tirex Corporation
3828, St. Patrick
Montreal (Quebec) H4E 1A4
Canada
Invoice
We are pleased to confirm our understanding of the service we are to provide for
the Tirex Corporation.
We will assist in the preparation of responses to Form SB2 comments including
but not limited to the following:
- Preparation of new presentation of statements of operation as requested
by SEC for years ending June 30, 1997 and cumulative period from March
26, 1993 through June 30, 1998.
- Revision of the statement of stockholders' equity to reflect stock
options issued as well as a calculation of option transactions which
took place during the year ended June 30, 1998.
- Restate the June 30, 1997 financial statements to reflect compensation
expense in connection with the granting of bonus stock options in
accordance with APB No. 25.
- Correct various financial disclosures throughout the filing.
- Restate the cumulative financial statements so as to amend the period
of inceptions to correspond to the latest development stage.
- Preparation of explanations of various issues pertaining to the
Canadian government that the SEC did not understand.
- Revise financial statements to present separately, research and
development expense incurred during each reported accounting period.
- Revise the consolidated stockholders equity to correctly reflect shares
issued in exchange for debt rather than forgiveness of debt.
<PAGE>
The Tirex Corporation
October 1, 1998
Page 2 of 2
- Revise the financial statements to reflect the required information
regarding the purchase of RPM by the Tirex Corporation.
- Correct the deferred start up expenses that were capitalized rather
than expensed as per SEC requirements.
- Revise financial statements to recognize compensation expense based on
50% of the average of the asking and bid price of the common shares
issued for all reported periods.
- Reclassify grants as paid-in-capital.
- Develop information necessary for the additional disclosures that have
been added to the financial statements regarding:
- Stock based compensation granted as required by SFAS 123
- Useful lives of the equipment for depreciation purposes
- The purpose of RPM
- Material terms of type B debentures
- Ownership structure of Tirex Canada
- Consult with the staff and officers of Tirex as well as the attorneys
of Tirex to assure an accurate filing.
We estimate that our fees for these services will approximate $80,000. The
fee estimate is based on anticipated cooperation from your personnel and
the assumption that unexpected circumstances will not be encountered during
the audit.
We appreciate the opportunity to be of service to the Tirex Corporation and
believe this letter accurately summarized the significant terms of our
engagement. If you have any questions, please let us know. If you agree
with the terms of our engagement described in this letter, please sign the
enclosed copy and return it to us.
Very truly yours,
/s/ DAVID C. BOTHE
------------------
David C. Bothe
RESPONSE:
This letter correctly sets forth the understanding of the Tirex
Corporation.
Signature: /s/ Terence C. Byrne
Title: President
Date: Oct 10-1998
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 27th day of December, 1999 B E T W E E N:
THE TIREX CORPORATION, a corporation incorporated
under the laws of DELAWARE
(the "Company")
- and -
LINDA PELLEGRINO, an individual residing at 68 Sussex
Street, Jersey City, NJ 07302
(the "Consultant")
RECITES THAT the Company has agreed to retain the financial consulting
services of the Consultant and the Consultant has agreed to provide financial
consulting services to the Company, all on the terms and conditions hereinafter
set forth.
NOW THEREFORE in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Company shall retain the Consultant to provide the
following financial consulting services during the term of this agreement:
(a) assisting and providing advice and financial consulting
services to the Company in its management relations with its
joint venture partner, present or potential;
(b) assisting and providing advice and financial consulting
services to the Company in the implementation of marketing
goals and relationships with the Company's business partners,
merger candidates, and, if appropriate, with stockholders;
(c) such other services and assistance to the Company and its
officers and directors within the scope of the consultant's
expertise as the President of the Company and the Consultant
may mutually agree from time to time.
2. The term of this agreement shall be Twelve(12) months,
commencing on the date hereof and ending on September 7, 2000. During the term
of this agreement, the Consultant shall be required to provide his services for
no more than five days per month upon reasonable notice from the Company from
time to time as to the specific days that his consulting services will be
<PAGE>
required. Services may be provided by telephone or in the form of written
reports. In the event the Company requests the Consultant to travel, and the
Consultant agrees to do so, the Company shall pay for reasonable travel and
lodging expenses. It is agreed that the Consultant shall travel business class.
3. In consideration of the Consultant providing the consulting
services hereunder, the Company shall pay the consultant fees as follows:
500,000 shares of common stock upon signing this agreement
4. Except as provided in Paragraph 2 hereof, the Consultant shall
be responsible for all of his own out-of-pocket expenses incurred in connection
with the consulting services to be provided hereunder, unless the Company agrees
in writing with the Consultant prior to an expense being incurred that the
Company will reimburse the Consultant for all or part of such extraordinary
expense.
5. This agreement shall be binding upon the parties hereto and
their respective heirs, executors, administrators, legal representatives,
successors and assigns. This agreement may not be assigned by either party
hereto without the prior written consent of the other party.
6. This agreement constitutes the entire agreement between the
parties hereto and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, between the parties hereto.
7. No amendment or modification of this agreement shall be
binding unless in writing and signed by the parties hereto.
8. No waiver by a party of any breach of any of the provisions of
this agreement by any other party shall take effect or be binding upon such
party unless in writing and signed by such party. Unless otherwise provided
therein, such waiver shall not limit or affect the rights of such party with
respect to any other breach.
9. All notices or other communications authorized or required to
be given pursuant to this agreement shall be in writing and either delivered by
hand, mailed by registered, first-class mail, postage prepaid, or sent by
facsimile as follows:
(a) to the Company at:
THE TIREX CORPORATION
3828 rue Saint Patrick
Montreal, Quebec H4E 1A4
Attn: Terence C. Byrne, President
<PAGE>
with a copy to:
Frohling, Hudak & Pellegrino, LLC
425 Eagle Rock Avenue
Roseland, New Jersey 07068
Attn: John Frohling, Esq.
(b) to the Consultant at:
68 Sussex Street
Jersey City, NJ
10. This agreement shall be deemed to be made in and shall be
construed in accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF the parties hereto have duly executed this
agreement.
THE TIREX CORPORATION
By: /s/ Michael Ash
--------------------------------
Michael Ash,
Secretary, Treasurer & CFO
/s/ Linda Pellegrino
--------------------------------
Linda Pellegrino, Consultant
Tirex America, Inc. / Employment Agreement page 1
- --------------------------------------------------------------------------------
EMPLOYMENT AGREEMENT
[HEREINAFTER THE " AGREEMENT "]
Heather Goodwin
2164 St. Catherine St. W #4
Montreal, P0 H3H1M7 [name and address of the employee]
[HEREINAFTER THE " EMPLOYEE "]
This Agreement will confirm the terms and conditions of your full-time
employment with the corporation, Tirex America, Inc., located at 740 St.
Maurice, Suite 201, Montreal, Quebec, H3C1L5, hereby represented by
_____________________, effective as of ___________________.
[HEREINAFTER THE " EMPLOYER "]
1. EMPLOYMENT
1.1 POSITION AND DUTIES. You are employed by the Employer in the position
of ADMINISTRATIVE ASSISTANT. You agree to be bound by the terms and conditions
of this Agreement during your employment with the Employer. In carrying out your
duties, you will respect all reasonable instructions as may be given by members
of management of the Employer. In your position, you will report to your
immediate superior, JOHN THRESHIE, JR., and are responsible for the following
duties:
See attached
[DESCRIPTION OF DUTIES]
The duties enumerated above are not limited. During your employment, you may
execute all duties relating to your position or in accordance with your
capacities. The Employer, for its proper operating order, may modify your
duties. As such, the Employer hereby binds itself to inform you of any and all
such modifications. You understand and agree that the Employer may change your
position if it is confident and deems that your qualifications and capacities
are sufficient for such a change.
1.2.1 GOOD FAITH, RESPECT AND LOYALTY. You understand and agree that you have
the obligation to act in good faith, with respect and loyalty towards the
Employer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc. / Employment Agreement page 2
- --------------------------------------------------------------------------------
1.3 THE EMPLOYER'S POLICIES. You acknowledge and agree that the employment
relationship will be governed by the standards and terms established by the
Employer's policies as they are established from time to time and agree to
respect the terms of such policies so long as they are note inconsistent with
any provisions of the Agreement. You undertake to inform yourself of the details
of such policies and amendments thereto established from time to time.
1.4 PROBATIONARY PERIOD. You understand and agree that the first (6) months
of your employment shall constitute a probationary period, during which time you
or the Employer may terminate your employment as set out in paragraph 4.1 of the
Agreement.
1.5 HOURS OF WORK. You will be employed on a [full-time/part-time] basis
for the Employer. Your hours of work are as follows:
full time (40 hrs/wk)
- --------------------------------------------------------------------------------
9 a.m. to 5 p.m.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
These hours may vary and may be irregular and will be those hours required to
meet the objectives of your employment. Accordingly, this Agreement constitutes
you consent to working greater hours than those provided for in any applicable
employment or labour standards legislation.
2. REMUNERATION AND BENEFITS.
2.1 SALARY AND BENEFITS. In consideration of your performance of the
obligations and duties contained in this Agreement, the Employer will pay you a
starting salary of $ 13.00 per [hour] payable in [BI-WEEKLY] installments, in
arrears, subject to the normal statutory deductions. You agree and authorize the
Employer to debit any amount given to you in excess directly from your salary or
form any payment you have received. The Employer will revise you salary in
accordance with its general policy standards and in accordance with your
performance in relation to the objectives of your employment.
2.2 VACATION TIME (hereinafter "Vacation"). Vacation must be taken
immediately following The year in which it has been acquired (hereinafter the
"reference year") and cannot be deferred from year to year. Furthermore,
Vacation cannot be exchanged for money. Vacation is taken in turn while taking
into consideration your preference of dates, the number of persons concerned, as
well as the need of operation of the Employer. The "reference year" consists of
a period of twelve (12) consecutive months during which the employee
progressively acquires the right to Vacation.
The number of weeks of vacation to which you are entitled is determined from the
table attached herewith as Annex A.
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc. / Employment Agreement page 3
- --------------------------------------------------------------------------------
You must remit your choice of vacation to your immediate superior for approval
at the latest _____________________ [DAY AND MONTH] for the summer and autumn
vacation and the _____________________ [DAY AND MONTH] for the winter and spring
vacation.
2.3 NOTICE FOR CHANGES IN THE COMPENSATION ARRANGEMENTS. You understand and
agree that, on providing thirty days advance written notice, the Employer has
the right to unilaterally introduce changes to your compensation arrangements
and that such changes in your compensation arrangements will not affect the
application of this Agreement.
3. DURATION OF CONTRACT
The Employer retains the services of the employee for an indeterminate period as
of the signing of the present and terminating in accordance with the following.
4. TERMINATION AND NOTICE OF TERMINATION
4.1 TERMINATION DURING THE PROBATIONARY PERIOD. The Employer may terminate
your employment at its sole discretion for any purpose that it may deem
reasonable, without notice or pay "in lieu of notice" and without cause, during
the six (6) month probationary period referred to in paragraph 1.4 of this
Agreement. You have the possibility to resign without notice during this
probationary period.
4.2 WRITTEN NOTICE BY THE EMPLOYEE. You may terminate your employment
pursuant to this Agreement by giving at least fifteen (15) days advance notice
in writing to the Employer. The Employer may waive such notice, in whole or in
part and if it does so, your entitlement to remuneration and benefits pursuant
to this Agreement will cease on the date it waives such notice.
4.3 TERMINATION FOR CAUSE. The Employer may unilaterally terminate your
employment pursuant to this Agreement without notice or payment = in lieu =
thereof, for cause. For the purposes of this Agreement, = cause = shall include:
a) any breach of the provisions of this Agreement by you;
b) consistent poor performance on your part, after being advised as to the
standard required by the Employer;
c) any intentional or grossly negligent disclosure of any Information by
you, as determined in the sole discretion of the Employer;
d) your violation of any local, provincial or federal statute, including,
without limitation, an act of dishonesty such as embezzlement or theft;
a) conduct on your part that is materially detrimental to the business or
the financial position of the Employer, as determined in the sole
discretion of the Employer.
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc. / Employment Agreement page 4
- --------------------------------------------------------------------------------
b) personal conduct on your part which is of such a serious and
substantial nature that, as determined in the sole discretion of the
Employer, it would injure the reputation of the Employer if you are
retained as an employee;
c) your bankruptcy or insolvency has been declared;
d) any and all omissions, commissions or other conduct which would
constitute cause at law, in addition to the specified causes.
4.4 NOTICE BY THE EMPLOYER. After the probationary period, the Employer may
terminate your employment pursuant to this Agreement at its sole discretion for
any reason, without cause, upon providing to you a number of weeks of notice, as
determined from the table attached herewith as Annex B. Or , at the Employer's
option, it may pay you "in lieu of notice' as well as all payments or
entitlements to which you are entitled pursuant to the Quebec ACT RESPECTING
LABOUR STANDARDS.
4.5 PAY "IN LIEU OF NOTICE". Pay in "lieu of notice" will be calculated on
the basis of your annual base salary as of the date you receive notice of
termination. Bonuses and other forms of additional compensation will not be
considered part of your annual base salary. Your rights and entitlements under
any performance bonus shall terminate effective as of the date of your
termination of employment, or as I\at the date you receive notice of
termination, if pay "in lieu of notice" is provided.
The Employer's notice or pay "in lieu of notice" is equivalent to a vacation
period which you are entitled pursuant to the law in force in Quebec.
Consequently, you understand and agree to acquit the Employer of any claim from
your employment termination and accept to abandon any complaint against him.
Pay "in lieu of notice" will be provided in regular [bi-weekly] installments and
shall be subject to all deductions and withholdings required by law.
Should you work during the delay of the notice and resign during the said delay,
you are entitled to half of the remainder of the sums which are due in respect
of the notice as of the date of the said resignation.
4.6 FULL AND FINAL RELEASE. Furthermore, you agree and understand that
amount of money as notice or pay "in lieu of notice" constitutes a full and
final release with regard to any claim resulting from the termination of your
employment.
5. CONFIDENTIAL INFORMATION
5.1 ACQUISITION OF INFORMATION. You acknowledge that as an ADMINISTRATIVE
ASSISTANT [TITLE] and in such other position as you may hold with the Employer,
you will acquire information (the "information") about certain matters which are
confidential to the Employer, which Information is the exclusive property of the
Employer, including but not limited to, the following:
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc.. / Employment Agreement page 5
- --------------------------------------------------------------------------------
(a) discoveries, inventions, research and development, formulas and
technology, improvement, written works, computer programmes, any item
developed in which copyright, patent or any Intellectual Property right
subsists (hereinafter the "Works").
(b) trade secrets;
(c) lists of present and prospective customers and buying habits;
(d) purchase requirements;
(e) pricing and sales policies and concepts;
(f) financial information, and
(g) business plans, forecasts and market strategies.
You acknowledge that the Information could be used to the detriment of the
Employer and that the disclosure could cause irreparable harm to the Employer.
Accordingly, you undertake to treat confidentially all Information and not to
disclose it to any third party or to use it for any purpose either during your
employment, except as maybe necessary in the proper discharge of your duties, or
after termination of your employment for any reason, except with the written
permission of the Employer.
5.2 EMPLOYER'S OWNERSHIP OF WORKS. You acknowledge that the Employer owns
all Works that may be developed by you during the course of your employment with
the Employer and you agree to waive, by the present, all rights to any such
Works.
5.3 THE EMPLOYER'S RIGHTS ON INFORMATION. All notes, data, tapes, reference
items, sketches, drawings, memoranda, records, diskettes and other materials in
any way relating to any of the Information or to the Employer's business,
produced by you or coming into your possession by or through your employment,
shall belong exclusively to the Employer and you agree to turn over to the
Employer all copies of any such materials in your possession or under your
control, forthwith, at the request of the Employer or, in the absence of a
request, on the termination of your employment with the Employer.
6. NON-COMPETITION
You acknowledge and agree that as an ADMINISTRATIVE ASSISTANT [TITLE] for the
employer you will gain a knowledge of and a close working relationship with the
Employer's customers (hereinafter "Knowledge"), which would injure the Employer
if made available to a competitor or used for competitive purposes. Accordingly,
you undertake to treat confidentially all Knowledge and not to disclose it to
any third party or to use it for any purpose either during your employment,
except as may be necessary in the proper discharge of your duties, or after
termination of your employment for any reason, except with the written
permission of the Employer.
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc. / Employment Agreement page 6
- --------------------------------------------------------------------------------
7. INJUNCTIVE RELIEF
7.1 PRESERVATION OF THE RELATIONSHIPS BETWEEN THE EMPLOYER AND HIS CLIENTS.
You understand and agree that the Employer has a material interest in preserving
the relationships it has developed with its customers against impairment by
competitive activities of a former employee. Accordingly, you agree that the
restrictions and covenants contained in paragraph 5 (Confidential Information)
and paragraph 6 (Non-competition), are reasonably required for the protection of
the Employer and its goodwill and that your agreement to same by your execution
of this Agreement, are of the essence to this Agreement and constitute a
material inducement to the Employer to enter into this Agreement and to employ
you, and that the Employer would not enter into this Agreement absent such an
inducement.
7.2 REMEDIES FOR THE EMPLOYER. You understand and agree, without prejudice
to any and all other rights of the Employer, that in the event of your violation
or attempted violation of any of the covenants contained in paragraphs 5 and 6
of this Agreement, an injunction or other like remedy shall be the only
effective method to protect the Employer's rights and property as set out, and
that an interim injunction may be granted immediately on the commencement of any
suit.
8. NOTICES
Any notice required or permitted to be given to either party must be delivered
by hand or personally to the party's address last known to the other party and
will be deemed to be received on the date of hand delivery or personal delivery
to such address. Personal delivery shall include delivery by a commercial
courier.
9. SEVERABILITY
In the event that any provision of this Agreement is found to be void, invalid,
illegal or unenforceable by a court of competent jurisdiction, such finding will
not affect any other provision of this Agreement which will continue to be in
full force and effect.
10. WAIVER
The waiver by either party of any breach or violation of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
or violation.
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Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc.. / Employment Agreement page 7
- --------------------------------------------------------------------------------
11. ENTIRE AGREEMENT
This Agreement contains the final and entire understanding and agreement between
you and the Employer with respect to the terms and conditions of your employment
addressed herein.
12. MODIFICATION OF AGREEMENT
Any modification of this Agreement must be in writing and signed by both and the
Employer or it shall have no effect and shall be void.
13. TITLES
The titles of all the provisions contained herein have been inserted for ease of
reference and do not affect the construction and interpretation of the
provisions of the Agreement in any way.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the Province of Quebec.
15. INDEPENDENT LEGAL ADVICE
You acknowledge that you have read and understand this Agreement, and
acknowledge that you have had the opportunity to obtain legal advice about it.
The parties have expressly requested that the Agreement be drawn by and executed
in English only; les parties ont expressement exige que la Convention soit
redigee uniquement en langue anglaise.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the below
effective date.
Montreal, 26 day of Feb. 1997
/s/ /s/ HEATHER GOODWIN
- ------------------------ ----------------------------
Tirex America, Inc. [NAME OF EMPLOYEE AND TITLE]
Administrative Assistant
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Tirex America, Inc. / Employment Agreement page 8
- --------------------------------------------------------------------------------
ANNEX A
----------------------------------------------------------------------------
NUMBER OF CONTINUED YEARS NUMBER OF WEEKS OF
OF SERVICE VACATION
----------------------------------------------------------------------------
Less than 1 year 1 working day for every month
of continued service, without
the total of the vacation
exceeding 10 days
----------------------------------------------------------------------------
1 to 5 years 2 weeks
----------------------------------------------------------------------------
5 years and more 3 weeks
----------------------------------------------------------------------------
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Tirex America, Inc. Ea03
<PAGE>
Tirex America, Inc.. / Employment Agreement page 9
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ANNEX B
----------------------------------------------------------------------------
NUMBER OF YEARS OF NUMBER OF WEEKS OF
CONTINUED SERVICE NOTICE
----------------------------------------------------------------------------
Less than 1 year 1 week
----------------------------------------------------------------------------
1 to 5 years 2 weeks
----------------------------------------------------------------------------
10 years and more 8 weeks
----------------------------------------------------------------------------
10 years and more 8 weeks
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tirex America, Inc. EA03
<PAGE>
Employment Agreement Attachment
Heather Goodwin
1.1 POSITION AND DUTIES
POSITION: Administrative Assistant
Duties: answer phones, greet visitors, receive incoming packages and mil, typing
(letters, memos, reports, press releases, etc.). creating office forms, schedule
appointments and reservations, order supplies, file central files, information
research on internet, e-mail correspondence, keep track of stock price, send
press releases to news wires an investors via fax and e-mail, send information
packages via mail and e-mail, keep track of information sent out and to whom,
order publications, create purchase orders, and work with various computer
programs including Word, Outlook, Excel, Access.
TIREX The Tirex Corporation
October 3, 1997
Mr. Donald J. Hommel
14 Cedar Lane
Setauket, NY
11733
Dear Don,
We are pleased to confirm a firm commission agreement based on your assistance
in working with Tirex and Jack Ehrenhaus for the completion of our bridge
financing and your introduction and assistance in closing a five (5) million
dollar debt financing provided by Blue Bell Capital.
The commission will be payable as follows:
1. An option to purchase 500,000 Tirex shares at .20 US cents per share
will be granted to you upon signing of this commission agreement. (Jack
520,000)
2. $50,000 US dollars and 200,000 shares at par will be issued at the
closing of the bridge once Tirex has received the proceeds. (Madison
Ventures)
3. $200,000 US dollars and 800,000 shares issued at par at the closing of
the five (5) million dollar debt financing by Blue Bell Capital and
Tirex has received use of the lines of credit. (H.J. Meyers)
This agreement supersedes all other agreements drawn between Tirex, yourself and
your affiliate companies.
We look forward to a long and mutually profitable relationship with you and
greatly appreciate your support.
Yours sincerely,
/s/ TERENCE C. BYRNE
- ----------------------------
Terence C. Byrne
President/CEO
/s/ DONALD J. HOMMEL
- ----------------------------
Accepted by
Donald J. Hommel
740 St. Maurice, Suite 201 Montreal (Quebec) H3C1L5 1A4
514 878-0727, Fax: 514 878-9847
[email protected]
RESEARCH INVESTMENT PLANNING ENR.
(A DIVISION OF 108185 CANADA INC.)
331 KINDERSLEY
VILLEMONT ROYAL, QUEBEC H3R 1 R8
Mr. Terence C. Byrne
President
TIREX CANADA INC.
3767 Thimens Blvd.
St. Laurent, Quebec
H4R 1W4
Gentleman:
The present document will define our agreement with respect to research and
development tax credit incentive refund management assistance to be provided by
RESEARCH INVESTMENT PLANNING ENR., (hereafter RIPE) to TIREX CANADA INC.,
(hereafter TIREX).
TIREX hereby agrees to retain RIPE on an exclusive basis for the preparation of
and filing of reports and claims for Research and Development tax refunds and
credits the year ending June 30, 1996 and the future years, 1997, 1998, 1999 and
2000.
RIPE hereby agrees to meet with TIREX management in planning to set up a
qualifying research program and to assist in the organization of documentation
for preparing the technical and fiscal reports, support documentation for the
audit sessions and to prepare the claims to maximize the refundable investment
tax credits or incentive payments of the year herein agreed. All reports and tax
returns will be approved and submitted by TIREX RIPE commits to be present at
all audits to represent TIREX.
RIPE will undertake to perform its work in an expeditious and thorough manner
and agrees to perform its work without any advance on commissions. TIREX agrees
to perform its work as defined in Annex A on a best efforts basis.
TIREX undertakes to be responsible for providing information and documentation
as listed on ANNEX A within sixty days of the date of this agreement for the
purpose of preparing the required reports, preparing tax returns and any other
documents required to complete the R&D tax refund claims.
RIPE undertakes to maintain strict confidentiality for all information and
documentation provided by TIREX.
/s/ DH
<PAGE>
For services rendered as described in the first page TIREX agrees to pay a fee
of 10% (ten percent) of all refunds received including interests, or refunds in
the form of tax credits including interest for the fiscal year ending in 1996,
the current year ending June 30, 1997 and for the future years 1998, 1999 and
2000.
TIREX WILL NOT PAY ANY FEES should no money be collected whether in the form of
direct refund payment or tax credit.
The GST and appropriate Provincial Services Tax will be added to the RIPE
invoice.
TIREX undertakes to provide immediately on the day received a copy of all
Notices of Assessment in order to confirm the exact amount of the R&D refunds
that will be received or the amounts given as credit. This undertaking applies
to both levels of government.
The commission fees as stipulated herein will be paid by TIREX to RIPE on the
day that the respective refunds are received from each of the governments, or in
the case of a tax credit, on the day that the Notice of Assessment is received
indicating that a credit has been applied to TIREX's tax account.
For the purpose of clarification tax credit and incentive payment include all
refunds and investment tax credits in respect to research and development.
The fee is calculated on the gross amount of all cash refunds, including
interest and/or tax credits if applied to TIREX'S tax account in lieu of a cash
refund and is not a subject to the settlement of income taxes, corporate
management or other taxes, including payment for overdue deductions at source,
provincial sales taxes, federal taxes including penalties and interest
applicable at both levels of government.
RIPE undertakes to prepare Research and Development Tax Refund claims on a best
effort basis in accordance with guidelines as established by Revenue Canada,
however, RIPE makes no guarantees that TIREX development work will qualify and
RIPE will not be held responsible by TIREX if certain projects and activities
are disqualified, and no tax refunds or credits are obtained.
RIPE agrees to provide and invoice the services of Dr. Douglas Huegel for the
purpose of trying to obtain R&D refunds or credits against the RIPE commissions
due this agreement. RIPE makes no warranty or guarantee that these services will
be eligible as claimed R&D expenses.
/s/ DH
<PAGE>
This agreement is irrevocable and is binding on both parties, their estate,
legal heirs, and any representatives of TIREX or principals for the purpose of
obtaining Research and Development tax credits or incentive refunds for the
years designated therein.
TIREX hereby appoints RIPE as a representative of TIREX to Revenue Canada and
Revenue Quebec for the purpose of filing and negotiating and communicating with
these organizations regarding TIREX'S R&D refund claims. TIREX agrees to
immediately inform RIPE of any correspondence or communications with Revenue
Canada or Revenue Quebec.
TIREX agrees to sign a commission guarantee and assignment at the time that the
final technical reports and tax returns are ready for filing for the amount of
commission due to RIPE based on the tax returns. In the case where TIREX has
made a general assignment under the Bank Act then TIREX will obtain a release
from its bank for the commissions due to RIPE. In the case where TIREX borrows
or pledges the R&D tax refund then 20% of any such advances will be paid
immediately to RIPE.
ARBITRATION
Any dispute or litigation that could occur following or upon the occasion of the
present agreement will definitely be settled under the....... of the National
and International commercial Arbitration Center of Quebec, by means of
arbitration and with the exclusion of the courts in compliance with general
business arbitration bylaws in effect all the time of the signature of the
present.
All notices sent by registered mail will be considered validly received five (5)
working days after posting of same. All notices sent by facsimile will be
considered validly received the same day as its transmission. The parties have
convened that the dispositions of these present must be governed and interpreted
according to the laws applicable to the province of Quebec. The nullity of one
or the other of the articles in the present agreement will not effectively
nullify the other articles of this agreement which will remain in effect and
will bind the signing parties.
/s/ DH
<PAGE>
The parties hereto have requested and consent that the present agreement be
drafted in the English language. Les parties presentes onf requis at consentent
a ce que le present contrat soit enlangue anglaise.
Agreed to this 7 day of May1997, in the city of Montreal, Quebec.
TIREX CANADA INC.
Per /s/ TERENCE C. BYRNE
------------------------------------------
Terence C. Byrne
RIPE, RESEARCH INVESTMENT PLANNING ENR.
Per /s/ DOUG HUEGEL
------------------------------------------
Doug Huegel
/s/ DH
<PAGE>
ANNEX A
DOCUMENTS AND INFORMATION REQUIRED FOR TECHNICAL REPORT & AUDIT.
1. R&D ACTIVITY AND PROJECT DESCRIPTION LISTINGS PER YEAR
(OUTLINE FORM ONE SENTENCE PER PROJECT TO BEGIN).
2. STAFF OR SUB-CONTRACTOR ASSIGNED TO EACH PROJECT AND
TIME SHEET SUMMARIES, JOB DESCRIPTIONS, TASKS.
3. STAFF RESUMES, SUBCONTRACTORS LISTS.
4. ADMINISTRATIVE STAFF TIME SHEET PER PROJECT.
5. PROJECT MANAGEMENT RECORDS, COLLECT ALL PROJECT
PLANNING MATERIALS FOR EACH PROJECT INCLUDING FLOW
CHARTS, GANT CHARTS, CRITICAL PATH DIAGRAMS, TASK
ASSIGNMENT, ETC.
6. LISTING OF ALL MARKETING ACTIVITY THAT COULD BE CLASSIFIED
AS END USER RESEARCH.
DOCUMENTS AND INFORMATION REQUIRED TO VERIFY ELIGBLE EXPENSES FOR REFUND
CLAIM AND FINANCIAL AUDIT SUPPORT.
1. PAYROLL RECORDS WITH DEDUCTIONS REMITTANCES AND T4 SUMMARIES.
2. TAX RETURNS FEDERAL AND PROVINCIAL FOR PREVIOUS YEARS
INCLUDING FINANCIAL STATEMENTS AND NOTICES OF ASSESSMENT.
3. LISTINGS OF ALL GRANTS OR SUBVENTIONS RECEIVED WITH DETAIL.
4. CASH DISBURSEMENT AND BANK STATEMENTS, GENERAL LEDGER
ACCOUNTS PAYABLE AND RECEIVABLE FOR EACH YEAR.
5. MATERIALS AND EQUIPMENT COST FOR EACH PROJECT.
6. SUMMARY OF COSTS FOR TRAVEL ETC. (AFTER QUALIFIED AS R&D ACTIVITY).
7. CORPORATE MINUTE BOOKS AND SHARE HOLDERS.
8. LISTING OF ALL SOURCES OF REVENUE (SALES ON YEARLY BASIS)
/s/ DH
<PAGE>
ANNEX B
PROPOSED TIME SCHEDULE
ACTIVITY 1 REVIEW R&D ACTIVITIES ON A YEAR BY YEAR BASIS
DEFINE PROJECT ELIGIBILITY.
BEGIN TO PREPARE PROJECT REPORTS
ORGANIZE ACCOUNTING FILES TO IDENTIFY ELIGIBLE EXPENSES.
ACTIVITY 2 INTERVIEWS WITH MANAGEMENT RE: PROJECT ACTIVITIES.
ORGANIZE ELIGIBLE EXPENSES ON A PROJECT BY PROJECT BASIS.
ACTIVITY 3 PREPARE TECHNICAL REPORTS IN DRAFT FORM
PREPARE ACCOUNTING SUMMARIES FOR EXPENSE CLAIMS.
ACTIVITY 4 REVIEW AND REVISE TECHNICAL REPORTS
PREPARE AMENDED TAX RETURN.
ACTIVITY 5 FILE ALL DOCUMENTS WITH REVENUE CANADA.
ACTIVITY 6 FILE ALL DOCUMENTS WITH REVENUE QUEBEC.
/s/ DH
Louis Sanzaro & Louis V. Muro Wednesday, July 28, 1999
The Tirex Corporation
3828 Saint Patrick
Montreal, Quebec
E4E IAH
Dear Lou & Lou,
Following is a list of projects and activities that need my direct
involvement during the next four months. I have outlined the projects, results
anticipated, and nature of tasks and estimated time frame for each. The calendar
time would narrow or widen given the feedback and response time from outside
agencies, such as Revenue Canada, Revenue Quebec and or our auditors.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
PROJECT /TASK OBJECTIVE TYPE EST. TIME EST. COMP.
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R&D Tax credit To obtain Preparation of appeal documents. Two weeks to prepare 2nd week in
appeal $120,000 CDN And rationale for each item and file. August
For the fiscal year My time 5 days. AFTER THAT:
1998 Meetings with Phone follow up to speed
File officers up check cutting.
(RTC support req'd) My time 3 days
My time 2 days.
- -----------------------------------------------------------------------------------------------------------------------
R&D pre approval for Approximately Working with Revenue Canada Calendar Time 6 weeks 3rd week
The Fiscal 1999 $ 1,400,000 science and financial audit team. My time 15 days September. Check
CDN Working with Francois, Internal By 10th October.
Accounting, RTC, and Fuller
Landau to finalize all the
necessary documentation for
submission.
- -----------------------------------------------------------------------------------------------------------------------
SDI 2nd installment $ 150,000 CDN SDI approval has to be obtained. 2 weeks September 20th
Draw down from They would most likely want My time 5 days. Check $$ within
Scotia bank. final reviewed statements as well days.
as pre-approval letter from
Revenue Canada
- -----------------------------------------------------------------------------------------------------------------------
Other Projects. 1/2 day per week On going
- -----------------------------------------------------------------------------------------------------------------------
SDI Next year $ 500,000 Application, project forecasts, My time 15 days November 15th
Application reports as well other documents
for submission.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Following are the terms that I propose for our continued business relationship.
A fee of 5% of the net ( gross-minus Bank Loan $750, 000) receivable
from Revenue Canada and Revenue Quebec.
Stock issuance due for the 6 months Feb to July 1999. Difference
between paid versus actual salary. Provide S-8 of shares issued to me
previously.
A friend of mine invested $2,000 dollars in November 1997. The stock
was initially issued to As a part of the stock potion, but later was
not considered in the calculations during readjustments. I would
greatly appreciate if this could be resolved.
V.J.Kachru Accepted by
The Tirex Corporation
3828, St. Patrick Street Montreal QC,
1598 Pine Avenue West
Montreal Quebec
Louis Sanzaro
---------------------------
President
Date Date
/s/ V.J. Kachru /s/ Terence C. Byrne
Experts-Conseil 3172 Joseph Duebreuil
RTC Lachine, Quebec H8T 3H5
Consulting (514) 636-3195 / fax (514) 636-5664
================================================================================
April 7, 1997
3143619 CANADA INC.
TIREX CANADA
3767 Thimens Blvd.
Suite 207
St. Laurent, Quebec
H4R 1W4
ATTENTION: MR. TERENCE C. BYRNE & MS. V.J. KACHRU
- --------------------------------------------------
Sirs:
The intent of the present document is to outline our agreement with
respect to the scientific research and experimental developmental (hereinafter
"R&D") tax consultations to be provided to 3143619 Canada Inc. (hereinafter the
"Client") by RTC Consulting (hereinafter the "Consultant").
1) The Consultant will attempt to maximize the 1996, 1997, 1998 and
2000 refundable investment tax credits (federal) and the R&D tax credits
(provincial) (hereinafter the "R&D tax credit claims"). The consultant will
perform the services as described in Annex A attached hereto, being the R&D
proposal dated March 25, 1997.
2) The Client agrees to pay the Consultant ten percent (10%) of the
aggregate amount of the 1996, 1997, 1998, 1999 and 2000 R& D tax credit claims.
3) All federal and provincial services taxes (GST and QST) are not
included in the Consultant's fees. They will be added to all amounts invoiced.
4) The percentage of the tax credit refunds as stipulated hereinafter
will be paid by the Client to the Consultant on the earlier of the two following
dates: I) either the day that the Client's banking institution advances funds to
the Client based on the R&D claims directly or through loan guarantees by SDI,
or ii) when the credits are received form each of the two governments.
5) The parties agree that any assistance provided by the Client during
the preparation of the R&D claims or representations made to defend the R&D
credit claim during a subsequent audit will not in any way serve to reduce the
fees payable to the Consultant.
6) Subject to the provisions in the following paragraph, he amount of
the credit refund shall be equal to the amount stated in the notice of
assessment or reassessment.
- --------------------------------------------------------------------------------
<PAGE>
Experts-Conseil
RTC
Consulting
- --------------------------------------------------------------------------------
7) For further clarity, "R&D tax credit claims" shall mean all
refundable investment tax credits and R&D tax credits, but shall exclude all
corporate income taxes, Quebec capital taxes, overdue deductions at source, Part
IV taxes, provincial and/or federal sales, goods and services taxes, including
any penalties and/or interest that maybe levied on any of the items listed in
the forgoing exclusions.
8) The Client through Research Investment Planning Enr., with the
Consultant's assistance, shall prepare the science report to be submitted to
Revenue Canada and Revenue Quebec.
9) Subject to the Client receiving the majority of the anticipated
credit refunds, it agrees to prepare and send a letter to the governments
involved commenting on the importance of the R&D tax credit program in its
corporate entity.
10) All notices sent by registered mail will be considered validly
received five (5) working days after posting of same. All notices sent by
facsimile will be considered validly received on the same day as their
transmission. The parties have convened that the dispositions of these presents
must be governed and interpreted according to the laws applicable to the
Province of Quebec. The nullity of one or other of the articles in the present
agreement will not effectively nullify the other articles of this agreement
which will remain in effect and will bind the signing parties.
11) Any dispute or litigation that could occur following or upon the
occasion of the present agreement will definitely be settled under the aegis of
the National and International Commercial Arbitration Center of Quebec by means
of arbitration and with the exclusion of the courts, in compliance with its
general business arbitration by-laws in effect at the time of the signature of
the present Agreement.
12) The Consultant will review and, where deemed appropriate, prepare
the R&D tax related documentation including "Claim for SR & ED expenditures"
(T661), "Investment Tax Credits (corporations)" (T2038), selected portions of
the "Reconciliation of Net Income per Financial Statements with Net Income for
Income Tax Purposes" (T2S1), "Capital Cost Allowance Schedules" (T2S8), as well
as any other prescribed forms where the application of these items will have a
bearing on credit refund maximization.
11) The parties acknowledge that they have required that this Agreement
and all related documents be prepared in English. Les parties reconnaissent
avoir exige que la presente convention et tous les documents connexes soient
rediges en anglais.
<PAGE>
Experts-Conseil
RTC
Consulting
- --------------------------------------------------------------------------------
AND THE PARTIES HAVE SIGNED
3143619 CANADA INC.
TIREX CANADA
Per /s/ V.J. KACHRU
------------------------------
V.J. Kachru
RTC CONSULTING
Per /s/ PETER KUSTEC
------------------------------
Peter Kustec
Signed on May 9, 1997
EMPLOYMENT AGREEMENT
BETWEEN
THE TIREX CORPORATION
740 St. Maurice St. #201
Montreal (Qc) Canada H3C 1L5
and
FRANCOIS LAFORTUNE, PH.D.
5755 Blv Payer, St. Hubert (Qc) Canada J3Y 1K4
(as of October 15th, 1997)
o Full time position as of October 15th 1997
o 85,000$/year;
o 3 weeks paid holidays (1st year), 4 weeks 2nd and subsequent years;
o Conference, book + periodical subscription expenses (amounts to be
discussed);
o Laptop computer;
o Possibility of being involved in TCS-1 sales (target #1: Latin America,
terms to be discussed);
o 60 day phase-out period in order to complete `non-Tirex' projects
currently under way;
o 90 day notification of employment termination for each party, if deemed
unavoidable;
o life + disability insurance (amounts, terms + potential coverage to be
discussed, as soon as a program is implemented within the Company;
o performance evaluation every 6 months
NOTE: Agreed with Terrence C. Byrne, CEO, in October 1997; effective ever
since.
----------------
THE TIREX CORPORATION
--------------
UNANIMOUS CONSENT OF THE EXECUTIVE COMMITTEE
OF THE BOARD OF DIRECTORS
MARCH 31, 1999
The undersigned, being all of the members of the Executive Committee of
the Board of Directors of The Tirex Corporation, hereby consent to, authorize,
approve, ratify and adopt the following resolutions as though done at a formal
meeting:
ISSUANCE OF STOCK FOR SERVICES TO HYDROCO, INC., 2003892 CANADA INC.,
AND MICHEL DEBLOIS CONSULTANTS INC.
WHEREAS, Hydroco Inc. has provided this corporation with electrical
layout consulting services represented by Hydroco invoices 2756 and 2798, for
which services this corporation was indebted to Hydroco Inc. as at November 10,
1998 and at the date hereof in the aggregate amount of eleven thousand one
hundred fifty seven dollars and forty three cents Canadian (Cdn $ 11, 157.43) or
approximately seven thousand two hundred eighteen dollars and forty one cents US
(US $7,218.41) based upon an effective conversion rate for Canadian dollars into
US dollars at November 10, 1998 of Cdn $1.00=US $.64696; and
NOW, THEREFORE, BE IT,
RESOLVED, that this Corporation accept the offers of Hydroco Inc.,
3003892 Canada Inc., and MDCI to take unregistered shares of common stock of
this corporation in full satisfaction of US $6,470, US $18,196, and US $17,286
respectively, owed to them by this corporation.
RESOLVED, that in connection with the acceptance of such offers that an
aggregate of 58,818 shares of this corporation's common stock be issued, in
equal amounts of 29, 409 shares, to each of Roma Mailloux Jr. and Serge
Lespirance, assignees of Hydroco Inc., that 132,335 shares of this corporation's
common stock be issued to 3003892 Canada Inc. and that 144,050 shares of this
corporation's common stock be issued to MDCI.
GENERAL
RESOLVED, that the proper officers of this Corporation are authorized
and directed, in the name and on behalf of this Corporation, to make all such
arrangements, do and perform all such acts and things and execute and deliver
all such certificates and such other instruments, consents, waivers and other
documents as they may deem necessary or appropriate in order fully to effectuate
the purpose of each and all of the foregoing resolutions.
<PAGE>
RESOLVED, that this consent may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same consent.
/s/ TERENCE C. BYRNE
- ----------------------------------
Terence C. Byrne
/s/ LOUIS SANZARO
- ----------------------------------
Louis Sanzaro
/s/ LOUIS MURO
- ----------------------------------
Louis Muro
TIREX The Tirex Corporation
December 30, 1998
Mr. Terrance C. Byrne
President & CEO
The Tirex Corporation
Montreal, Quebec
Dear Terry,
As per our discussion, this letter serves as authorization and
documentation to Extend my employment agreement from December
31, 1998 to December 31, 2001.
Sincerely,
/s/ JOHN L. THRESHIE, JR.
-------------------------
John L. Threshie, Jr.
For and on behalf of The Tirex Corporation
/s/ TERRANCE BYRNE DEC 31-98
------------------------- ---------
Mr. Terrrance Byrne Date
President & CEO
3828, rue Saint-Patrick, Montreal (Quebec) H4E 1A4
Tel.: (514) 933-2518, Fax: (514) 933-6368
e-mail: [email protected] www.tirex.com
THE TIREX CORPORATION
CONSULTING AGREEMENT
CONSULTING AGREEMENT, made this 1st day December 1999, to be effective
January 1, 2000 (the "Effective Date") between The Tirex Corporation, a Delaware
corporation (the "Corporation"), and Henry Meier, 1497 Lakewood Road, Toms
River, NJ 08755 (the "Consultant").
WHEREAS, since the Effective Date, the Consultant has been providing to
the Corporation, on the terms set forth herein, the consulting services
described in Section 2, of this Agreement;
WHEREAS, the Corporation wishes to assure itself of the continued
services of the Consultant for the period provided in this Agreement, and the
Consultant is willing to provide his services to the Corporation for the said
period under the terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. EMPLOYMENT
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation as
a consultant in connection with the operation of certain aspects of the business
and affairs of the Corporation, for the one-year period which commenced as of
the Effective Date and will end on December 31, 2000. The period during which
Consultant has, and will continue to, serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. CONSULTING SERVICES
The services which the Consultant has rendered since the Effective Date
have included, and will, during the balance of the Engagement Period, include,
the rendering of advice, opinions, "hands-on" assistance, and, in some cases,
effectuation of, the following:
1
<PAGE>
(a) Advise as to financial planning and analysis of internal
financial periodic results;
(b) Attendance at Board of Directors meetings;
(c) Such other financial and management advice as requested from
time to time by the Board of Directors.
All such services are to be performed only upon the authorization from
the Board of Directors of the Corporation. The Consultant shall have the sole
discretion as to the form, manner and place in which the said consulting
services shall be rendered. The Consultant shall by this agreement, be prevented
and barred from rendering services of the same or similar nature, as herein
described, or services of any nature whatsoever, for or in behalf of persons, in
the same business of the Corporation firms or corporations other than the
Corporation which are in competition with the Corporation except Ocean County
Recycling Center, Inc.
3. COMPENSATION
3.1 As compensation for all consulting services rendered by the
Consultant during the Engagement Period pursuant to this Agreement, the
Corporation shall issue to the Consultant:
(a) a total of two hundred and fifty thousand shares (250,000) of
the common stock, $.001 par value, of the Corporation, for a
per share purchase price of $.001, payment of which, by
valuable services rendered, is hereby acknowledged.
4. SECRETS
Consultant agrees that any trade secrets or any other like information
of value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
2
<PAGE>
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.
6. ASSIGNMENT
This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business; provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall obtain between such assignee and himself with
the same force and effect as if said Agreement had been made with such assignee
in the first instance. This Agreement is personal to the Consultant and shall
not be assigned without written consent of the Corporation.
7. ENTIRE UNDERSTANDING
This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.
8. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Articles 4 and 5, hereof and,
to the extent applicable, the covenants and agreements set forth in Article 3
hereof, shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.
9. NOTICES
9.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
3
<PAGE>
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
9.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec
Canada H3C 1L5
9.3 Any notice to Consultant shall be addressed as follows:
Henry Meier
1497 Lakewood Road
Toms River, NJ 08755
9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
10. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Delaware.
11. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
11. PRIOR AGREEMENTS
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written.
THE TIREX CORPORATION
By /s/ JOHN L. THRESHIE,
--------------------------------------
John L. Threshie Jr., President
By /s/ HENRY MEIER
--------------------------------------
Henry Meier, Consultant
Exhibit-5.1
FROHLING, HUDAK & PELLEGRINO, LLC
COUNSELLORS AT LAW
425 EAGLE ROCK AVENUE P.O. BOX 926
SUITE 200 NEWARK, NJ 07101
ROSELAND, NJ 07068 (973) 622-2800
(973) 226-4600
FAX (973)226-0969
Please Reply to:
X Roseland
---
Newark
---
January 19, 2000
The Tirex Corporation
3828 St. Patrick
Montreal, PQ
Canada H4E 1A4
Ladies and Gentlemen:
You have requested our opinion as U.S. Securities Counsel for The Tirex
Corporation Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, and the registration of an aggregate of Nine
Million Forty-Five Thousand, Four Hundred and Four (9,045,404) shares of Common
Stock of the Company (the "Shares"), $.001 par value, per share, issued pursuant
to various Employment and Consulting Agreements (the "Agreements") between the
Company and the Employees and Consultants.
We have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
January 21, 2000 (the "Registration Statement"), the Retainer Agreement, the
Certificate of Incorporation of the Company as certified by the Secretary of
State of the State of Delaware, the Bylaws and the minute books of the Company
as a basis for the opinion hereafter expressed.
Based on the foregoing examination, it is our opinion, and we so
advise, that upon issuance and sale in the manner described in the Registration
Statement and the exhibits thereto, the Shares will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Frohling, Hudak & Pellegrino, LLC
--------------------------------------------------
FROHLING, HUDAK & PELLEGRINO, LL
Exhibit-24.1
Pinkham & Pinkham, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Auditors
We consent to the incorporation by reference in this Registration Statement of
The Tirex Corporation on Form S-8 of our report dated September 28, 1999
appearing in the incorporated by reference Annual Report on Form 10-KSB of The
Tirex Corporation for the year ended June 30, 1999.
/s/ PINKHAM & PINKHAM, P.C.
----------------------------
Pinkham & Pinkham, P.C.
Certified Public Accountants
January 20, 2000
Cranford, New Jersey
514 Centennial Avenue, Cranford, N.J. 07016 Tel.: 908-653-1710 Fax: 908-65301713
