EXHIBIT 4.1
PUERTO RICAN MARKET DEVELOPMENT
AND BUSINESS CONSULTING AGREEMENT
BETWEEN
THE TIREX CORPORATION
AND
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THE TIREX CORPORATION
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PUERTO RICAN MARKET DEVELOPMENT
AND BUSINESS CONSULTING AGREEMENT
Consulting Agreement, made this 13th day of April 1998, to be effective as
of November 1, 1997 (the "Effective Date") between The Tirex Corporation, a
Delaware corporation (the "Corporation"), and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Whereas, the Consultant has expertise and substantial business and
marketing experience and contacts in, but not limited to, Puerto Rico, which can
be highly valuable to the business of the Corporation.
Whereas, since the Effective Date and prior thereto, the Consultant has
been providing to the Corporation, on the terms set forth herein, the consulting
services described in Section 2, of this Agreement;
Whereas, it has at all times since the Effective Date been the intention
of the parties to compensate the Consultant fairly for the services which he has
provided to the Corporation since such date and to set forth the terms and
conditions under which the Consultant has been providing, and will continue to
provide, services, but inadvertently such agreement was not put into writing
prior to the date hereof;
Whereas, the Corporation wishes to compensate the Consultant for the
services rendered by him since the Effective Date and to assure itself of the
continued services of the Consultant for the period provided in this Agreement,
and the Consultant is willing to provide his services to the Corporation for the
said period under the terms and conditions hereinafter provided.
Now, Therefore, Witnesseth, that for and in consideration of the premises
and of the mutual promises and covenants herein contained, the parties hereto
agree as follows:
1. Employment
The Corporation agrees to and does hereby engage the Consultant, and the
Consultant agrees to and does hereby accept engagement by the Corporation for
the six-month period which commenced as of the Effective Date and will end on
April 30, 1998 (the "Engagement Period") as a consultant in connection with: (i)
market development in the Southeastern United States and
the Caribbean and (ii) assistance in developing and implementing a business plan
pursuant to which the Corporation could expand its business from the development
and manufacturing of its patented cryogenic tire disintegration system (the
"TCS-1") into participating, through joint ventures, or otherwise in the
recycling of scrap tires into useable crumb rubber and other saleable
byproducts.
2. Consulting Services
The services which the Consultant has rendered since the Effective Date
have included, and will, during the balance of the Engagement Period, shall
include, advice and opinions to the Corporation concerning, and the undertaking
and effectuation of activities necessary to: (i) establish and develop in, and
outside of, Puerto Rico markets for the TCS-1 and for the rubber crumb which
will be produced by the operation of the TCS-1 installed in a plant located in
Puerto Rico ("Puerto Rico Plant") and the participation by the Corporation in
the operation, through a joint venture or otherwise, of one or more such Puerto
Rico Plants; (ii) to identify potential partners for, and structure, such joint
venture(s) in Puerto Rico;
The services which the Consultant has rendered since the Effective Date
have included, and will, during the balance of the Engagement Period, include,
the rendering of advice, opinions, "hands-on" assistance, and, in some cases,
effectuation of, the following:
(a) Establish and develop contacts between the Corporation and
government agencies in Puerto Rico with respect to the establishment
and operation of one or more Puerto Rico Plants, including but not
limited to the licensing, permitting, and regulations governing,
such operations;
(b) Scout and locate appropriate sites in Puerto Rico for the
establishment and operation of one or more Puerto Rico Plants;
(c) Assist in developing financial projections respecting the operations
of one or more Puerto Rico Plants and the marketing and sales of
rubber crumb generated thereby, including but not limited to
establishing and developing contacts between the Corporation and
potential customers for the crumb rubber and other products ("TCS-1
Products") projected to be produced by the operations of a Puerto
Rico Plant and work with such potential customers to identify,
create, and develop possible uses for TCS-1 Products;
(d) Assist in developing logistics respecting Plant configuration
necessary for safe and efficient operations-flow at one or more
Puerto Rico Plants;
(e) Develop plans and procedures for transporting TCS-1 Products within
and out of Puerto Rico
All such services are to be performed only upon direct authorization from
the Corporation. The Consultant shall have the sole discretion as to the form,
manner and place in which the said consulting services shall be rendered. The
Consultant shall by this agreement, be prevented and barred from rendering
services of the same or similar nature, as herein described, or services of any
nature whatsoever, for or in behalf of persons, in the same business of the
Corporation firms or corporations other than the Corporation.
3. Compensation
As compensation for all consulting services rendered by the Consultant
during the Engagement Period pursuant to this Agreement, the Corporation shall
grant to the Consultant an option (the "Option") to purchase up to 1,500,000
shares of the common stock of the Corporation, $.001 par value per share, at
par.
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business; provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this
Agreement is so assigned, all the terms and conditions of this Agreement shall
obtain between such assignee and himself with the same force and effect as if
said Agreement had been made with such assignee in the first instance. This
Agreement is personal to the Consultant and shall not be assigned without
written consent of the Corporation.
7. Entire Understanding
This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.
8. Survival of Certain Agreements
The covenants and agreements set forth in Articles 4 hereof shall survive
the expiration of the Engagement Period and shall survive termination of this
Agreement and remain in full force and effect.
9. Notices
9.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
9.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
The Tirex Corporation
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9.3 Any notice to Consultant shall be addressed as follows:
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9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
10. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Delaware.
11. Interpretation
Whenever possible, each Article of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
11. Prior Agreements
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
In Witness Whereof, the parties hereto have executed the above Agreement
as of the day and year first above written.
THE TIREX CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, Consultant
