0001130319-02-001216 Sample Contracts

Mr. Allen Palmiere R.R. #5 Georgetown, Ontario L7G 4S8 Dear Allen:
Zemex Corp • November 13th, 2002 • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

This letter (the “Agreement”) shall serve to set forth our mutual understanding and agreement as at October 15, 2002 (the “Effective Date”) regarding your continued employment as Vice President, Chief Financial Officer, of Zemex Corporation (the “Corporation”), pursuant to the following terms and conditions:

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Mr. Peter Goodwin 2329 Edgemere Lake Circle Marietta, Georgia U.S.A. 30062 Dear Peter:
Zemex Corp • November 13th, 2002 • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

This letter (the “Agreement”) shall serve to set forth our mutual understanding and agreement as at October 29, 2002 (the “Effective Date”) regarding your continued employment as President, Zemex Industrial Minerals (“Zemex Industrial”) which is a subsidiary of Zemex Corporation (the “Corporation”), pursuant to the following terms and conditions:

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made as of this 11th day of November, 2002.
Employment Agreement • November 13th, 2002 • Zemex Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

WHEREAS the Employer has agreed to employ the Employee in the position of Chief Executive Officer on a transitional basis and the Employee has agreed to accept such employment, subject to the terms and conditions contained in this Agreement;

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