EX-4.9
from S-8
1 page
July 2, 2000 Mr. John Frohling Frohling, Hudak & Pellegrino 425 Eagle Rock Avenue Roseland, New Jersey 07068 Dear Mr. Frohling, This Letter Will Confirm Our Agreement With Respect to Your Compensation for Ongoing Assistance to the Company in Connection With Its Continuing Efforts to Locate a Governmental Entity Within the US or Puerto Rico to Co-Develop and Install a Tcs-1 System. the Company Acknowledges That You Have Already Initiated Considerable Efforts on This Task Without Compensation and Are Willing to Continue to Do So Through 2001. the Company's Board of Directors Has Authorized Me as President to Award You 1,200,000 Shares of Common Stock to Be Issued to You and Registered Pursuant to Form S-8. You Shall Act as an Independent Contractor in This Regard and These Services Are Separate and Apart From Any Legal Services You, Your Law Firm or Any Member of Frohling, Hudak & Pellegrino LLC Renders. You Are Authorized Not to Charge Any of Your Time on This Project, as Part of Your Firm's Legal Fees and Acknowledge That You Have Not Done So in the Past. You Shall Render Two Quarterly Reports With the First Six (6) Months Report Due July 30, 2001. We Appreciate Your Assistance. /S/ John L. Threshie Jr. - John L. Threshie Jr. President / CEO /Jfr C.C. Michael Ash
12/34/56
EX-4.2
from S-8
1 page
The Tirex Corporation Certificate of the Secretary the Board of Directors of the Tirex Corporation (The `Company'), Has Adopted the Following Resolution at a Special Meeting of the Board of Directors Held May 30, 2001, Which Is Now in Full Force and Effect: Resolved, That the Company Amend the Tirex Corporation Stock Plan by Reallocating the 7,000,000 Shares of the Company's Common Stock, Previously Allocated to Be Given as Awards, 5,000,000 of Which Shares Are to Be Used as Options and 2,000,000 of Which Shares Are to Be Used as Grants. in Witness Whereof, I, as Secretary of Said Corporation, Have Hereunto Set My Hand and Affixed the Seal of the Company on This 30th Day of May, 2001. /S/ Michael D. A. Ash Michael D.A. Ash, Secretary Treasurer and Chief Financial Officer Consent of Majority of the Board of Directors /S/ Louis Sanzaro - Director May 30, 2001 Louis Sanzaro /S/ Louis V. Muro - Director May 30, 2001 Louis V. Muro /S/ John L. Threshie Jr. - Director May 30, 2001 John L. Threshie, Jr
12/34/56
