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THE TIREX CORPORATION
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CONSULTING AGREEMENT
WHEREAS, The Tirex Corporation hereinafter (the "Company") proposes to
retain Xxxxxx X. Xxxxxx and Xxxx Xxxxxxxxx or their respective companies NAIS
Corporation and Gracemoor & Co. as financial advisors and consultants
(hereinafter "Consultants") for a period of three years, with a two-year payout,
from the date hereof on the terms set forth herein; and
WHEREAS, the Consultants have represented that they have special
expertise and experience in the fields of financial relations and in fulfilling
financial needs of developing entities such as the Company; and
WHEREAS, the Company and the Consultants have had a previous
relationship enhancing Consultant's ability to assist the Company in an
expeditious and first class professional manner; and
WHEREAS, the Consultants have or will provide the Company with specific
recommendations as to how and when to improve the Company's financial position,
the Company's relations with the financial community and various of its
potential strategic business alliances and methods to improve the Company's near
and long term business plans and prospects.
NOW THEREFORE IT IS ON THIS 22ND DAY OF SEPTEMBER, 2000 AGREED AS
FOLLOWS:
1. Subject to the terms and conditions set forth herein the Company
retains Consultants as financial consultants for a term of three years, with a
two-year payout.
2. Consultants have represented that they individually and/or
collectively have the time, financial resources, expertise, contacts with
necessary third parties, and existing knowledge of the Company's finances to
ensure that they will be able to significantly assist the Company in meeting its
objectives as previously outlined to Consultants and as otherwise specified
herein.
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3. In consideration for the satisfactory performance of the
objectives and assignment mutually agreed to and performed by Consultants, the
Company will issue to Consultants up to 5% shares of Common Stock on the terms
and conditions set forth herein. Shares will be issued over a two-year period on
a quarterly per year basis,
4. The objectives to be achieved by the Company with which the
Consultants are expected to assist the Company within the first three (3) months
include the following:
a. Assist and advise for providing working capital for the
Company as needed from time to time and as directed by the Board of Directors
through a debt or equity offering on terms satisfactory to the Company.
b. Assist and advise for providing the Company with financing as
and if required for the completion of construction of the first TCS-1 System,
which Bridge Financing will be repaid by the Company from the proceeds from the
secondary offering.
c. Improving the Company's relationship with the financial
community, and through the introduction of the Company's management and
Consultants to security analysts, broker dealers, including market makers, and
retail stock brokers.
d. Provide specific plans appropriate methods of expanding the
Company's domestic and foreign operations.
e. Devise methods of conducting worldwide operations including
methods of conducting sales and marketing, manufacturing and licensing.
f. Evaluation of the Company's financial requirements.
g. Assistance in the preparation of budgets and business plans
h. Identifying and introducing to the Company research and
financial public relations firms capable of producing market and financial
analyses of, and promoting, the Company so as to create, develop, and sustain an
effective presence in the public and private securities markets.
5. During the second quarter the following:
a. Introducing the Company's management to institutional
investors.
b. Advising as to strategic manufacturing alliances domestic and
foreign.
c. Advice and assistance in connection with mergers,
acquisitions, consolidations, joint ventures, and similar corporate finance
transactions.
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6. During the final six (6) months, the Consultants duties shall
include:
a. Assisting management in structuring, identifying
appropriate sources for, and negotiating further debt or equity financing in the
public or private markets during the three-year period commencing as of the date
hereof.
b. Identifying and introducing to the Company appropriate second
and/or third or second tier brokerage firms to act as underwriters for the
initial sales, and as market makers for the continued secondary trading, of the
common stock of the Company in the over-the-counter market;
c. Identifying and introducing to the Company appropriate
institutional investors interested in early growth stage, comparatively high
risk companies such as the Company;
d. Assisting the Company to prepare and position it for
inclusion in the NASDAQ "small Cap" market, or National Market.
7. The list of objectives set forth above, please also reference
attachment, Investment Banking Timeline, dated September 20, 2000, herein
included and forming part of this agreement, may be modified from time to time
by the Board of Directors which shall promptly notify Consultants. Each specific
assignment shall be outlined and approved by Consultants and the Board of
Directors and implemented timely by the Consultants.
8. The performance of the Consultant of all assignments shall be
evaluated by the Board of Directors which shall give its approval in writing,
the issuance of which approval shall not be unreasonably withhold provided the
Consultant has successfully contributed to the completion of the Company's
objectives. The Board of Directors shall have sole and final authority as to
whether the Consultant's Agreement shall be extended for an additional three (3)
months, which approval shall be a prerequisite to proceeding to the next
succeeding three (3) month's assignment period. Termination with cause only
9. Of all the shares of Common Stock to be issued pursuant to this
agreement, per paragraph 3, i.e., upto 2.5% the first year and upto 2.5% the
second year, 25% per quarter per year will be registered and issued pursuant to
a Form S-8. Should the Consultants attain, prior to the end of the two-year
payout period, the inclusion of the Company in the NASDAQ "small cap" market, or
National Market, the balance of the shares to be issued shall immediately be
registered and issued pursuant to a Form S-8.
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10. The Company shall reimburse Consultants for reasonable
out-of-pocket expenses which shall not include expenditures over $500 which must
receive prior approval from the Company or Consultants home office expense.
11. The Consultants shall not engage in any business which competes
directly and indirectly with that of the Company, and will devote their energy
and skill to complete their assignments in a professional and timely manner. All
trade secrets, confidential information and data, know how, proprietary data,
technical or financial, shall be maintained in the strictest confidence by
Consultants and will not be disclosed to any third party, including shareholders
of the Company without the express written prior consent of the Company, and on
an absolute need to know basis. Consultants shall execute confidentiality and
non-compete agreements simultaneously with the execution of this agreement.
Consultant's also shall not disparage, orally or in writing, the Company, or any
of its officers, directors, consultants, Attorneys or Accountants and will,
during the course of this agreement and for two years thereafter continue to
hold the Company and the officers directors, consultants, attorneys and
accountants in a good light. Any breach of this provision shall effect an
immediate termination of this agreement and no further obligation shall be owned
to either in the immediate forfeiture of all shares issued or otherwise issuable
to Consultants.
12. In the event that either or both of the Consultants, become
disabled or refuse or neglect to perform any assignment in a timely and
professional manner, in the sole opinion of the Board of Directors, this
Agreement shall be deemed terminated and all obligations of the Company to
Consultants shall cease and any compensation previously paid or stock previously
issued to consultants shall constitute the sole compensation due Consultants
hereunder. Nothing contained in this paragraph shall constitute a waiver by
either party of any other rights they might have under this agreement. Tirex
agrees to pay Consultants up-to-date of termination.
13. All disputes arising hereunder shall be resolved exclusively
through Arbitration conducted by the International Chamber of Commerce in
Montreal, Canada, or with the consent of the Company, by the American
Arbitration Association. Each party shall select one Arbitrator, both of whom
shall select the third Arbitrator. If there is any breach of this provision, or
threat thereof, the breaching party shall pay the non-breaching party's entire
costs, associated with the breach, including Counsel fees.
14. This Agreement shall be binding on the parties' heirs and
successors and may not be assigned by Consultants without the express prior
written consent of the company. This Agreement is also subject to the prior
approval by the Board of Directors of the Company.
SIGNATURES ON FOLLOWING PAGE
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THE TIREX CORPORATION
By: /s/ XXXX X. XXXXXXXX XX.
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Xxxx X. Xxxxxxxx Xx., President / CEO
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, Director
AGREED TO ON 22nd SEPTEMBER, 2000
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Consultant
Gracemoor & Co.
By: /s/ XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx, Consultant
NAIS Corporation
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