AGREEMENT
BETWEEN: TIREX CANADA R&D INC., located 3828 St-Patrick St.
Montreal, Quebec H4E 1A4 represented herein by its
president, John Threshie Jr, who is duly authorized
for the purposes hereof:
hereinafter referred to as "the Business";
AND: FRANCOIS LAFORTUNE, PH.D., domiciled at 5755 boul.
Payer, Saint-Hubert, Quebec J3Y 1K4:
hereinafter referred to as "the Consultant";
THE PARTIES AGREE:
PURPOSE
>> The purpose of this agreement is to establish the terms and conditions
of the contract between the Consultant and the Business in a spirit of
mutual cooperation and advancement.
RESPONSIBILITIES
>> Responsibilities will include but not be limited by the following:
- Assisting the Company in writing up and filing technical R&D
project reports for current or potential funding agencies (Revenue
Canada, SDI, Recyc-Quebec, etc.)
- Coordinating R&D project efforts in the developing of crumb rubber
based applications (extrusion, thermoplastics, etc.)
- Assisting the Company in acquiring all necessary permits
pertaining to its activities
- Representing Tirex with public agencies (e.g. government
authorities, Recyc-Quebec in the area of scrap tire management,
inter alia by
1
<PAGE>
ensuring that customers of Tirex in Quebec and elsewhere are able
to derive maximum benefits under the terms of the financial
assistance programs in place in the regions in question
working to facilitate supply to recyclers in Quebec, or at least
to minimize barriers to supply (e.g. association being formed
which may create a monopoly that could inhibit access to tires by
new recyclers)
- conduct strategic technological monitoring in the field of scrap
tires, both in North America and elsewhere in the world, dealing
inter alia with technologies for transforming tires into crumb
rubber, both cryogenically and at ambient temperature, new
applications, leading trends concerning the types of crumb rubber
in demand, chemical or radiation surface treatment methods to
devulcanize rubber, emerging alternative methods, new markets for
crumb rubber, combinations with plastics or with other polymer
resins
- performing any other duties that the Business may consider
appropriate
FINANCIAL TERMS AND CONDITIONS
>> The Consultant's salary will be 260 US$ per working day (min. 7 hrs per
day)
>> Fee structure:
May 15, 2000 - December 31, 2000: 100% TXMC stock @ 65% of market value
January 1, 2001 and then on: 50% monthly lump sum fees
50% TXMC stock @ 65% of market value
Note: Stock will be acquired through option issuance or will be
registered ("S8")
>> Financial terms and conditions will reviewed January 1, 2001
>> The Consultant shall be reimbursed on a monthly basis by the Business
for expenses incurred by him. Usual traveling expenses shall include
living and rental expenses, where applicable, and gas, for which the
Consultant shall be reimbursed at the rate of $0.34/km
>> Conference, book + periodical subscription expenses (amounts to be
discussed).
2
<PAGE>
PERSONAL PROJECTS
>> Possibility of remaining or getting involved in personal projects that
will not adversely affect Tirex' competitive position or infringe
Tirex' intellectual property rights; in addition, F. Lafortune's
involvement in those personal projects should not interfere with other
Tirex' current assignments.
RESPONSIBILITIES OF THE CONSULTANT
>> The Consultant undertakes to perform his duties diligently and in
accordance with industry standards and, where applicable, by engaging
qualified personnel.
>> The Consultant undertakes not to disclose any information of a
confidential nature that might adversely affect the Business's
competitive position or infringe the Business's intellectual property
rights.
>> In the event that a contract proposal is developed by the Consultant
with a firm other than the Business in the field of scrap tires, the
Consultant will first submit the proposal to the Business for approval.
CONTRACT DOCUMENTS
>> This agreement and any other document referred to herein, and any duly
agreed amendment to the said documents, shall comprise the complete
agreement between the parties and shall be binding on them. Any oral
agreement which is not set out herein shall be deemed to be void and of
no effect, and any amendment hereto shall be made in writing.
PLACE OF THE AGREEMENT
>> For the purposes hereof and of the performance of this agreement, it
shall be deemed to have been made and entered into in the City of
Montreal, in the Judicial District of Montreal, in the province of
Quebec, and it shall be subject to the laws of Quebec.
COMING INTO FORCE AND TERM OF THE CONTRACT
>> This agreement shall come into force when it has been signed by all the
parties.
3
<PAGE>
>> This agreement shall be valid for a period of one year. The parties may
agree to amendments to this agreement, by mutual agreement. Unless
notice of non-renewal is given two months before the expiry of this
agreement, it shall be renewed automatically.
>> If it becomes necessary, for valid reason, for the Business to
terminate this contract, the Consultant shall receive compensation
equivalent to two months' fees.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THE ORIGINALS OF THIS AGREEMENT.
THE BUSINESS
Per:
this
THE CONSULTANT
Per:
4
