EXHIBIT 10 (fff)
466
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THE TIREX CORPORATION
SECURITY AND PLEDGE AGREEMENT
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This Security and Pledge Agreement (this "Agreement") is made this 8th day
of April by and between The Tirex Corporation, 000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx X0X 0X0, ("Pledgee") and Xxxxx Xxxxxxx, 0000 Xxxxxxxx Xxxx,
Xxxx Xxxxx, XX 00000 (the "Pledgor") in connection with the Pledgee's loan of
$70,405.31 (the "Loan") granted by the Pledgee to the Pledgor contemporaneously
herewith pursuant to the Pledgee's secured promissory note, of even date
herewith, wherefore it is agreed:
1. Pledge
The Pledgor hereby assigns, by way of the duly endorsed, medallion
guaranteed stock power attached hereto, and hereby authorizes delivery by the
Pledgor's transfer agent to the Pledgee of a certificate (the "Certificate") to
be issued forthwith to the Pledgee pursuant to the terms of a certain consulting
agreement, dated January 28, 1998, by and between the Pledgee and the Pledgor,
which Certificate shall represent 400,000 shares of the common stock of the
Pledgee (the "Shares").
2. Term
The Pledgee shall hold the Shares as security to assure the repayment of
the Loan and such Shares shall remain so pledged until the said Loan is repaid
in full with interest.
3. Voting
At all meetings of shareholders for the election of directors, held at any
time while the Loan or any part thereof remains unpaid, such shares shall be
voted by the Pledgor.
4. Dividends
All dividends and other amounts hereafter declared on the Shares during
the term of this pledge shall be paid over to the Pledgor immediately upon
receipt.
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5. Adjustments
In the event that, during the term of this pledge, any share dividend,
reclassification, readjustment, or other change is declared or made in the
capital structure of the Pledgor, all new, substituted, or additional shares or
other securities , issued by reason of any such change shall be held by the
Pledgee under the terms of this agreement in the same manner as the Shares
originally pledged hereunder.
6. Redelivery of Pledge
Upon payment at or before maturity of the principal and interest of the
Loan, the Pledgee shall immediately redeliver the Shares and the stock power to
the Pledgor, and this agreement shall terminate.
7. Assignment
This Agreement may be assigned by the Pledgee as part of the sale of
substantially all of its business;
8. Notices
8.1 All notices required or permitted to be given hereunder 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 as evidenced by written and dated
receipt of the receiving party.
8.2 Any notice to the Pledgee or to any assignee of the Pledgee shall be
addressed as follows:
The Tirex Corporation
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
8.3 Any notice to Pledgor shall be addressed as follows:
Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
8.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
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9. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Delaware.
10. 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.
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/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
By /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Pledgor
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