EXHIBIT 10 (ccc)
457
THE TIREX CORPORATION
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RELEASE AND INVESTMENT LETTER
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THIS RELEASE AND INVESTMENT AGREEMENT is given this 2nd day of December,
1998, by:
Xxxxxxxxxxx International Investments Limited
and
Xxxxxxx X. Xxxxx
(hereafter referred to collectively as the "Releasors");
To:
The Tirex Corporation (hereafter referred to as the "Releasee")
RELEASE
Whereas, the Releasee is indebted to the Releasors in the aggregate amount
of $164,000 (the "Indebtedness"), consisting of: (i) $14,000 lent by Xx. Xxxxx
to the Releasee on or about November 30, 1998 pursuant to the Releasee's
promissory note which bore interest at an annual rate of 2% over the Bank of
Montreal's Prime Rate and which was due and payable on demand by Xx. Xxxxx; and
(ii) $150,000 lent by Xxxxxxxxxxx International Investments Limited on or about
October 27, 1998 pursuant to the Releasee's secured promissory note which bore
interest at an annual rate of 2% over the Bank of Montreal's Prime Rate and
which was due and payable on July 26, 1998.
Whereas, as part of the Releasee's negotiations to obtain short term bank
debt financing, the Releasors' have agreed to forego any interest on, and
repayment in cash of, the Indebtedness and to accept in full satisfaction of
such Indebtedness, unregistered shares of the Releasee's common stock valued at
fifty percent (50%) of the average of the high ask and low bid prices of such
stock, as traded in the over-the-counter market and quoted in the OTC Electronic
Bulletin Board on December 1, 1998 and release the Releasee from all liabilities
arising out the said Indebtedness and the Releasee has accepted such offer;
Whereas, in effectuation of the foregoing on December 2, 1998, the
Releasee authorized the issuance of a total of 2,523,077 shares of the
Releasee's unregistered common stock to Xxxxxxxxxxx.
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Now, therefore, in consideration of the premises set forth above and
intending to be legally bound hereby, the Releasors do hereby remise, release,
discharge, indemnify and hold harmless the Releasee, and each shareholder,
officer, director and employee of the Releasee, of and from all manner of
actions and causes of action, suits, debts, dues, accounts, bonds, wages,
benefits, covenants, contracts, agreements, judgments, claims and demands
whatsoever in law or in equity, and including without limitation all such
actions, claims and demands, etc. arising out of, being based upon, or being in
any way connected with or related to the Indebtedness.
In Witness Whereof, the Releasors intending to be legally bound hereby,
have caused this Release to be executed the day and year first above written.
Xxxxxxxxxxx International Investments Limited
By_________________________________
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
INVESTMENT AGREEMENT
This Investment Agreement is being executed and delivered to The Tirex
Corporation, referred to herein and in the Release set forth above, as the
"Releasee" by Xxxxxxx X. Xxxxx and Xxxxxxxxxxx International Investments
Limited, referred to herein and in the Release set forth above, as the
"Releasors", in connection with the Releasors' acceptance in full satisfaction
of the one hundred-sixty-four thousand dollar (US $164,000) debt, which is owed
by the Releasee to the Releasors and which is referred to herein and in the
Release set forth above, as the "Indebtedness", an aggregate of 2,523,077 shares
of the common stock, $.001 par value (the "Shares") of the Releasee valued at
fifty percent (50%) of the average of the high ask and low bid prices of such
stock, as traded in the over-the-counter market and quoted in the OTC Electronic
Bulletin Board on December 1, 1998 in consideration of the Releasor's execution
of the above Release.
The Releasors acknowledge that the Releasee has advised them that the
Shares are not being registered under the Securities Act of 1933, as amended
(the "Act"), on the basis of the statutory exemption in Section 4(2) and on the
representations made by the them herein.
The Releasors hereby represent to the Releasee that they are acquiring the
Shares for investment for their own accounts and not with a view to the resale
or distribution thereof, and that they does not intend to divide their
participation with others or to resell or otherwise dispose of all or any part
of the Shares unless and until they are subsequently registered under the Act,
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or an exemption from such registration is available. In making these
representations, the Releasors understand that, in the view of the Securities
and Exchange Commission (the "Commission"), the statutory exemption referred to
above would not be available, if notwithstanding their representations, they had
in mind merely acquiring the Shares for resale upon the occurrence or
nonoccurrence of some pre-determined event.
The Releasors hereby accept the condition that before any transfer of the
Shares may be made by them, written approval must first be obtained from counsel
to the Releasee. The basis of such approval, which shall not be unreasonably
withheld, shall be compliance with requirements of the federal and state
statutes regulating securities. The Releasors understand that a legend to this
effect will be placed on the certificate or certificates representing the
Shares, and stop-transfer instructions to the Releasee's transfer agent will be
issued by the Releasee
The Releasors understand that the Shares must be held indefinitely until
registered under the Act, or an exemption from such registration is available.
In the event Rule 144 of the Commission hereafter becomes applicable to the
Shares, the Releasors understand that any routine sale of the Shares made
thereunder can be made only in limited amounts in accordance with the terms and
conditions of that Rule and that in case that Rule is not applicable, compliance
with Regulation A or some other disclosure exemption will be required. The
Releasors understand that the Releasee has no obligation to register the Shares
or to comply with Regulation A or any other exemption. However, the Releasee
shall supply them with any information necessary to enable him to make routine
sales of the Shares under Rule 144, if applicable.
The Releasors acknowledge that the Releasee has, during its negotiations
with them, furnished them with such financial and other data relating to the
Releasee and its business which they considered necessary or advisable to enable
them to form a decision concerning their acceptance of the shares in full
satisfaction of the monies owed to them in respect of the Indebtedness.
Xxxxxxxxxxx International Investments Limited
By_________________________________
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
460
