Xxxx X. Xxxxxxxx ("Xxxxxxxx"), hereby sells, transfers and
assigns, effective as of June 1, 1998, to MRT Management Corporation, a
Delaware corporation ("MMC"), all of Bendheim's right, title and interest in
and to Bendheim's entire membership interest (the "Interest") in Mineral
Resource Technologies, L.L.C., a Delaware limited liability company ("MRT"),
for a purchase price of $25,000, the receipt and sufficiency of which Bendheim
hereby acknowledges. Bendheim hereby represents and warrants to MMC that the
Interest is hereby transferred free and clear of any lien or encumbrance. MMC
hereby acknowledges receipt of the Interest, and agrees to accept the
assignment and transfer of the Interest effected hereby, and to assume any and
all liabilities and obligations arising out of or in connection with the
Interest and to indemnify and hold harmless Bendheim from and against any and
all loss, damage, liabilities, obligations, costs and expenses (including
reasonable attorneys fees) arising out of or in connection with the Interest.
Bendheim hereby (i) acknowledges receipt, from MRT, of
$995,000, which constitutes payment in full of all amounts owed by MRT to
Bendheim for sums advanced by Bendheim to MRT prior to the date hereof (the
"MRT Loan"), whether for principal, interest or otherwise, (ii) agrees that
the MRT Loan is hereby satisfied, discharged and cancelled, and (iii) releases
MRT from any and all liability with respect to the MRT Loan.
MRT hereby acknowledges a loan of $995,000 by MMC to it on
the date hereof the proceeds of which are being used to fund the payment to
Bendheim referred to in the immediately preceding paragraph.
Phibro-Tech, Inc., a Delaware corporation ("Phibro-Tech"),
the sole stockholder of MMC, hereby contributes to the capital of MMC
$2,131,000 in loans receivable to it from MMC, and that, upon such
contribution, such loans will be deemed satisfied and discharged.
Phibro-Tech hereby contributes to MMC the additional sum of
$995,000, which sum is being used by MMC to make the loan to MMC referred to
above.
Agreed to as of June 1, 1998
/s/ Xxxx X. Xxxxxxxx
--------------------
XXXX X. XXXXXXXX
PHIBRO-TECH, INC.
By: /s/ I. Xxxxx Xxxxx
------------------
Title: President
MRT MANAGEMENT CORP.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx, Vice President
MINERAL RESOURCE TECHNOLOGIES,
L.L.C.
By: MRT MANAGEMENT CORP.,
Managing Member
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx, Vice President
2
