EXHIBIT
4.1
RETAINER AGREEMENT
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XXXXXX & XXXXXXXX
Attorneys at Law
000 XXXXX XXXX
XXXXXX XXXXXX, XX 00000
Member, New York and Telephone (000) 000-0000
New Jersey Bars Telefax (000) 000-0000
September 21, 1999
The Tirex Corporation
0000 Xx. Xxxxxxx
Xxxxxxxx, XX
Xxxxxx X0X 0X0
Attn: Xxxxxxx X. Xxxxx,
Chief Executive Officer
Re: Retainer Agreement
Dear Sir:
This letter will serve to confirm our engagement as special counsel to
The Tirex Corporation (the "Company") with respect to certain matters which you
have asked us to handle during and as part of the management and structural
transition which the Company is currently undergoing. This letter will also
confirm your agreement that work done by us in this capacity since July 1, 1999
to date will be subject to compensation under the terms of this retainer
agreement.
You have requested us, and we have agreed, to provide you with legal
services relating to the organization, maintenance, and transfer to new
corporate counsel of the books and records of the Company to the extent that
they were within our purview and possession, to assist the Company's new
corporate counsel, when historical or other clarification is required with
respect to various corporate, SEC disclosure, and other legal matters, and to
perform various other legal services, as we shall mutually agree. Our services
will consist of: (a) rendering advice to the Company and to its corporate
counsel; (b) the review of the Company's past and prospective activities and the
files and records relating thereto; and (c) drafting documents including those
required for the issuance, Form S-8 registration, and transfer of stock issued
to us by way of compensation hereunder; and such other services as may be
appropriate with respect to the scope of our legal representation. You will
cooperate with us in these regards and we will be provided by you with such true
and accurate information and documentation relating to the matters handled by us
as we shall reasonably require and will be advised and informed from time to
time by you as to all relevant developments and changes concerning, the progress
of the Company's corporate, business and legal affairs. We shall report to
Xxxxxxx X. Xxxxx, your Chief Executive Officer from time to time as he shall
require.
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It is mutually understood that this engagement applies solely to the
above described legal services and not to any legal services relating to other
matters including without limitation: (a) litigation, arbitration or
administrative or other proceedings; (b) other unrelated business or corporate
activities; (c) the preparation of press releases or other public relations
materials; (d) unusual or extraordinary matters which may arise out of the
Company's business activities; or (e) the preparation of SEC disclosure
documents and related matters, including, but not limited to the preparation of:
(i) private placement memoranda, (ii) registration statements (other than Form
S-8 registrations of stock issued to us by way of compensation hereunder), or
(iii) annual, quarterly, or current reports.
We have further agreed that our compensation for the services described
above will be at the rate of $225 per hour, together with the amount of all
expenses incurred in connection with such legal services, payable in monthly
cycles, promptly when billed. In lieu of cash, payment will be made to us by way
of the issuance of options ("Options") to purchase shares of the common stock of
the Company at a price equal to 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, during the period when such
fees were earned and such expenses were incurred. The exercise price of the
Options will be paid by way of satisfaction of the legal fees and expenses
billed to the Company. You have further agreed that all shares subject to such
options shall be registered by the Company under registration statements on
Forms S-8 prior to the exercise of the Options and that we shall have the right
to prepare and file such Form S-8 registration statements on behalf of the
Company, with all work done by us in connection therewith to be at our expense,
and with the Company responsible only for the SEC filing fees and any fees paid
to third parties for XXXXX electronic filing services.
Any services rendered by us to you beyond the terms of our engagement
will be done only pursuant to, and compensated at rates established by mutual
agreements between us. We reserve the right to withdraw from this engagement
failing your cooperating with us as provided above or failing your payment of
our xxxxxxxx in a timely manner. Should we so withdraw, we shall be entitled to
be compensated by you for our services rendered, calculated at the foregoing
rate.
Yours very truly,
XXXXXX AND XXXXXXXX
By/s/ Xxxxxxx Xxxx Xxxxxx
-------------------------
Xxxxxxx Xxxx Xxxxxx
ACCEPTED AND AGREED:
THE TIREX CORPORATION
By /s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx, Chief Executive Officer
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