CONSULTING AGREEMENT
BETWEEN
THE TIREX CORPORATION
AND
XXXXXXX X.X. XXX
Whereas The Tirex Corporation (party of the first part, hereinafter referred to
as "Tirex") wishes to engage the services of Xxxxxxx Xxx (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 Xxxxxxx X.X. Xxx 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.
-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.
-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: XXXXXXX X.X. XXX
/s/ XXXXXXX X. XXXXX /s/ XXXXXXX X.X. XXX
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Xxxxxxx X.X. Xxx Xxxxxxx X.X. Xxx
Xxxxxxx X. Xxxxx
Chairman of the Board of Directors and
Chief Executive Officer
