EXHIBIT A
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THE TIREX CORPORATION
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CONSULTING AGREEMENT
Consulting Agreement, made this 28th day of January 1998, to be effective
as of January 1, 1997 (the "Effective Date") between The Tirex Corporation, a
Delaware corporation (the "Corporation"), and Xxxxx Xxxxxxx, 0000 Xxxxxxxx Xxxx,
Xxxx Xxxxx, XX 00000 (the "Consultant").
Whereas, since the Effective Date, 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, the Corporation wishes 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 as a
consultant in connection with the operation of certain aspects of the business
and affairs of the Corporation, for the two-year period which commenced as of
the Effective Date and will end on December 31, 1999. The period during which
Consultant has, and will continue to, serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
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, include,
the rendering of advice, opinions, "hands-on" assistance, and, in some cases,
effectuation of, the following:
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(a) Developing pro-forma financial projections respecting the operations
of a TCS-1 Plant ("Plant") and marketing of rubber crumb generated
thereby;
(b) Designing and developing a complete maintenance program for the
TCS-1 System to insure continuous operation in compliance with
specifications;
(c) Developing specialized accounting software to be used with all TCS-1
Systems for the purpose on monitoring all financial aspects of
operations and for calculation of sales-based royalties due and
payable to the Corporation;
(d) Designing and developing logistics respecting Plant configuration
necessary for safe and efficient operations-flow and providing
technical and mechanical adjustments to plant set-ups throughout the
United States during the Engagement Period;
(e) Testing new equipment at construction and assembly site, adjusting,
and designing modifications to new equipment as required by test
results;
(f) Assist site-planning and installation at operators' sites throughout
the United States during the Engagement Period, including providing
personnel to "trouble-shoot" and or adjust all newly installed
equipment, as required during the Engagement Period.
(g) Advise Corporation management of pertinent changes and developments
respecting new emerging technologies in tire recycling industry;
(h) Develop and establish a training program for the instruction of
operators and their personnel with respect to all aspects of Plant
operations.
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
3.1 As compensation for all consulting services rendered by the Consultant
during the Engagement Period pursuant to this Agreement, the Corporation shall
issue to the Consultant:
(a) a total of six hundred thousand shares of the common stock, $.001
par value, of the Corporation, for a per share purchase price of
$.001, payment
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of which, by valuable services rendered, is hereby acknowledged.
(b) an option to purchase an additional 400,000 shares of the Company's
Common Stock, at a per share price of $0.__.
3.2 During the term of this Agreement, the Corporation shall reimburse the
Consultant for reasonable and properly documented out-of-pocket business and/or
entertainment expenses incurred by the Consultant in connection with his duties
under this Agreement, provided however, that the Consultant shall not incur
expenses during any one month period in excess of US $2,000 without the prior
written consent of the Corporation.
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.
6. 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
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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 and 5, hereof and, to
the extent applicable, the covenants and agreements set forth in Article 3
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
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
9.3 Any notice to Consultant shall be addressed as follows:
Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
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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/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
By /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Consultant
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