CONSULTING AGREEMENT
                                     BETWEEN
                              THE TIREX CORPORATION
                                       AND
                                MICHAEL D.A. ASH


Whereas The Tirex Corporation (party of the first part,  hereinafter referred to
as  "Tirex")  wishes to engage the  services of Michael Ash (party of the second
part,   hereinafter   referred   to  as  "Ash")  to  act  in  the   capacity  of
Secretary-Treasurer and Chief Financial Officer of The Tirex Corporation, and

Whereas  Michael D.A. Ash has agreed to act in such  capacity for the benefit of
The Tirex Corporation, subject to the terms and conditions enunciated hereafter,

It is agreed,  this  twenty-third  (23rd) day of September  1999 that Tirex will
engage the  services of Ash to  undertake  the role of  Secretary-Treasurer  and
Chief Financial Officer of Tirex for the period commencing September 1, 1999 and
ending September 30, 2000.

Ash  agrees to  fulfill  the role of  Secretary-Treasurer  and  Chief  Financial
Officer  of Tirex and will  assume  all  responsibilities  and  duties  normally
attributable  to such a  function  within the  context  of a public  corporation
reportable  to the  Government  of the United States of America and all agencies
and commissions thereof.

Tirex agrees to compensate Ash for the  accomplishment of such functions through
the issuance of shares of Tirex  (currently  listed on the  NASDAQ-OTC  Bulletin
Board  under the  symbol  TXMC),  and Ash  agrees  that,  in the  absence of any
amendment to this  agreement  which might be concluded by mutual  consent of the
parties and with the exception of bonuses which might, at the sole discretion of
the Board of Directors of Tirex, be declared, no other compensation will be paid
to Ash.

Tirex agrees to issue to Ash  2,000,000  shares of the common  share  capital of
Tirex upon  signing of this  agreement  and to  release  300,000 of such  shares
immediately,  the balance of 1,700,000  shares to be held in escrow and released
in those quantities and on those dates as listed below:

         300,000 shares for immediate  release upon signing of this agreement as
         noted above,

         400,000 shares to be released on October 31. 1999

         400,000 shares to be released January 31, 2000

         400,000 shares to be released April 30, 2000

         400,000  shares  to be  released  July 31,  2000  100,000  shares to be
         released September 30, 2000

Tirex agrees to  undertake  such  measures  required to enable Ash to trade such
shares received as soon as possible as permitted by US Securities Laws.
<PAGE>

                                      -2-

Tirex  agrees that the issue price of the shares  shall be 50% of the average of
the high and low actual share  transaction price which will have occurred on the
day preceding the date of issuance of said shares.

This Agreement is irrevocable and the shares will be released on the above-noted
dates except in those  circumstances where Tirex would be able to prove that Ash
would have acted in a  dishonest  manner to the  detriment  of Tirex,  where Ash
would have  undertaken  acts which  would  constitute  gross  negligence  to the
detriment of Tirex,  or where Ash would express in writing a desire to terminate
this agreement prior to its intended date of termination, having given notice of
at least ninety (90) days of such intent to terminate the agreement, under which
circumstances,  all  shares  issuable  on  the  prescribed  dates  prior  to the
effective date of termination  will be issued and any remaining  unissued shares
will be returned to treasury of Tirex. Where termination of the agreement is for
alleged  dishonesty or gross  negligence,  the shares to be released to Ash will
include  all shares to be released on the  above-noted  dates and any  remaining
shares  will be  returned  to the  treasury  of  Tirex.  In the  event  that any
allegations  of  dishonesty  or  gross  negligence  are  not  proven  before  an
independent  person or tribunal mutually  acceptable to both parties or before a
court  of law,  Tirex  will  immediately  issue  all  remaining  shares  plus an
additional million (1,000,000) shares as compensatory damages to Ash.

In the event that Tirex would be sold to or merged with another company and that
the merged  company or the  acquiring  company would not require the services of
Ash, an additional  million  (1,000,000)  shares of Tirex,  convertible into the
shares of the merged company or the acquiring  company at the price  established
for the merger or acquisition will be paid to Ash.

Tirex agrees that any or all shares to be issued under this  agreement  shall be
issued to Ash or any other person, moral or physical,  designated by Ash, at the
sole discretion of Ash.

Tirex agrees that, in the event of a dispute which is resolved for the most part
in favor of Ash, Tirex will indemnify Ash for all legal costs incurred by Ash to
obtain such  resolution,  including costs imposed by the judicial system for the
resolution of the dispute.  In all other cases,  the parties will bear their own
legal  costs and the  parties  will share  equally  those  costs  imposed by the
judicial system for the resolution of the dispute.

This agreement will be  automatically  renewable for successive one year periods
unless either party gives written notice of an intent to not renew the agreement
on or before the June 30th prior to the prescribed date of  termination.  In the
event  of  renewal  of the  agreement,  Tirex  will  cause to be paid to Ash two
million (2,000,000) shares of the common share capital of Tirex for each year of
renewal,  which  shares  will be issued to the name of Ash or any other  person,
moral or physical,  designated by Ash, and released in four equal  quantities of
500,000 shares each time, on September 30th,  December 31st, March 31st and June
30th of the  renewal  period.  In the event of a split or  reverse  split of the
shares of Tirex, the shares to be issued to Ash following the date of such split
or reverse  split will be adjusted to take into account the effect of such split
or reverse split in the same proportions of such split or reverse split.
<PAGE>

                                       -3-

In the  event  that the  majority  of the  directors  of  Tirex,  in their  sole
discretion,  would  deem that a bonus  would be paid to Ash,  such bonus will be
paid in common  shares of Tirex,  unless  another  form of payment  is  mutually
agreed by both  parties,  issuable  at a price  equal to 50% of the high and low
trading  prices of the shares of Tirex on the day preceding the day on which the
bonus was granted by the Board of Directors of Tirex.

Tirex agrees to reimburse in cash, upon  presentation  of claim,  all reasonable
expenses incurred by Ash on behalf of and for the benefit of Tirex. In the event
of  termination  of this  agreement for cause or otherwise,  Tirex agrees to pay
promptly to Ash all outstanding and reasonable  claims for expenses  incurred by
Ash on behalf of and for the benefit of Tirex.

The parties  mutually agree that this agreement shall be governed by the laws of
the State of Delaware.

Signed this 23rd day of September, 1999,

FOR AND ON BEHALF OF THE TIREX CORPORATION                  BY: MICHAEL D.A. ASH


/s/ TERENCE C. BYRNE                                        /s/ MICHAEL D.A. ASH
-----------------------------------------                   --------------------
Michael D.A. Ash                                                Michael D.A. Ash
Terence C. Byrne
Chairman of the Board of Directors and
Chief Executive Officer