December 12, 1995
Xxxxxxx X. Silver
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Employment Agreement Dated June 1, 1995
Xxxx:
This will confirm the acceptance of your resignation as an officer and
director of Aurtex, Inc. (the "Company"), effective November 30, 1995. You have
asserted that you are entitled to full severance benefits pursuant to your
Employment Agreement, and have agreed to accept $50,000.00 plus a waiver and
release of any and all claims of the Company against you and Balfour Holdings,
Inc. (which waiver and release is hereby given) in exchange for a waiver of
those severance benefits. Your waiver is contingent on receipt of the entire
amount in cash or certified funds on or before the due date specified in the
following sentence. This payment is to be made to you as soon as possible, but
in any event no later than the first to occur of: (i) the Company's sale of the
any of the 2,080,000 shares of Common Stock of Northfield Minerals, Inc.
evidenced by share certificate no. 02714, (the "Shares") or (ii) May 15, 1996.
This obligations of the Company is to be represented by a promissory note and
secured by a pledge of the Shares (and all additional shares, notes, cash,
securities, dividends, rights, or other property at any time and from time to
time received, receivable or otherwise distributed or distributable in respect
of or in exchange for any or all of such Shares, and all proceeds) which you
will hold until you are paid in full.
To assist the Company in the transition, you have agreed to serve as a paid
consultant to the Company during the month of December 1995. You will be
available for seven (7) working days during the month and have been compensated
$4,000 for those services. Should the Company desire additional services, you
have agreed to provide them at the rate of $100 per hour and agree to use
reasonable efforts to be available as needed on that basis. Of course,
consistent with prior practices, your reasonable expenses incurred in
furtherance of the Company's business will be reimbursed on demand. Balfour
Holdings, Inc. will move out of the space it now occupies with our consent on or
before January 31, 1995 and no rent shall be due or payable as a result of its
occupancy.
Your security interest shall be a first priority perfected security
interest and this letter shall evidence your right to take possession of the
Collateral. The Company agrees that it will execute and deliver any documents
and take such other actions as may be necessary to ensure that your security
interest is and remains a valid enforceable first priority perfected security
interest in the Collateral. In particular, the Company agrees to deliver to you
the opinion of its securities counsel that this pledge has been properly
authorized and is enforceable (as well as such other opinions as are typical in
pledge transactions).
Very Truly Yours,
Aurtex, Inc.
By:
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Xxxxx Xxxxxxxxx, Chairman and
Chief Executive Officer
Read, understood and agreed to this day of December, 1995
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Xxxxxxx X. Silver
as an officer of Balfour Holdings, Inc.
