Tirex America, Inc. / Employment Agreement                                page 1
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                              EMPLOYMENT AGREEMENT

                                                 [HEREINAFTER THE " AGREEMENT "]


Heather Goodwin
2164 St. Catherine St. W #4
Montreal, P0 H3H1M7        [name and address of the employee]

                                                  [HEREINAFTER THE " EMPLOYEE "]

         This  Agreement will confirm the terms and conditions of your full-time
employment  with  the  corporation,  Tirex  America,  Inc.,  located  at 740 St.
Maurice,   Suite  201,   Montreal,   Quebec,   H3C1L5,   hereby  represented  by
_____________________, effective as of ___________________.


                                                  [HEREINAFTER THE " EMPLOYER "]


1.       EMPLOYMENT

1.1      POSITION  AND DUTIES.  You are employed by the Employer in the position
of ADMINISTRATIVE  ASSISTANT.  You agree to be bound by the terms and conditions
of this Agreement during your employment with the Employer. In carrying out your
duties, you will respect all reasonable  instructions as may be given by members
of  management  of the  Employer.  In your  position,  you will  report  to your
immediate  superior,  JOHN THRESHIE,  JR., and are responsible for the following
duties:

See attached

 [DESCRIPTION OF DUTIES]

The duties  enumerated above are not limited.  During your  employment,  you may
execute  all  duties  relating  to your  position  or in  accordance  with  your
capacities.  The  Employer,  for its proper  operating  order,  may modify  your
duties.  As such, the Employer  hereby binds itself to inform you of any and all
such  modifications.  You understand and agree that the Employer may change your
position if it is confident and deems that your  qualifications  and  capacities
are sufficient for such a change.

1.2.1    GOOD FAITH, RESPECT AND LOYALTY. You understand and agree that you have
the  obligation  to act in good faith,  with  respect  and  loyalty  towards the
Employer.
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Tirex America, Inc. / Employment Agreement                                page 2
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1.3      THE EMPLOYER'S POLICIES.  You acknowledge and agree that the employment
relationship  will be governed by the  standards  and terms  established  by the
Employer's  policies  as they are  established  from  time to time and  agree to
respect the terms of such  policies so long as they are note  inconsistent  with
any provisions of the Agreement. You undertake to inform yourself of the details
of such policies and amendments thereto established from time to time.

1.4      PROBATIONARY PERIOD. You understand and agree that the first (6) months
of your employment shall constitute a probationary period, during which time you
or the Employer may terminate your employment as set out in paragraph 4.1 of the
Agreement.

1.5      HOURS OF WORK.  You will be employed on a  [full-time/part-time]  basis
for the Employer. Your hours of work are as follows:

         full time (40 hrs/wk)
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         9 a.m. to 5 p.m.
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These hours may vary and may be  irregular  and will be those hours  required to
meet the objectives of your employment.  Accordingly, this Agreement constitutes
you consent to working  greater hours than those  provided for in any applicable
employment or labour standards legislation.


2.       REMUNERATION AND BENEFITS.

2.1      SALARY  AND  BENEFITS.  In  consideration  of your  performance  of the
obligations and duties contained in this Agreement,  the Employer will pay you a
starting  salary of $ 13.00 per [hour] payable in [BI-WEEKLY]  installments,  in
arrears, subject to the normal statutory deductions. You agree and authorize the
Employer to debit any amount given to you in excess directly from your salary or
form any  payment  you have  received.  The  Employer  will revise you salary in
accordance  with its  general  policy  standards  and in  accordance  with  your
performance in relation to the objectives of your employment.

2.2      VACATION  TIME  (hereinafter   "Vacation").   Vacation  must  be  taken
immediately  following The year in which it has been acquired  (hereinafter  the
"reference  year")  and  cannot  be  deferred  from  year to year.  Furthermore,
Vacation  cannot be exchanged for money.  Vacation is taken in turn while taking
into consideration your preference of dates, the number of persons concerned, as
well as the need of operation of the Employer.  The "reference year" consists of
a  period  of  twelve  (12)   consecutive   months  during  which  the  employee
progressively acquires the right to Vacation.

The number of weeks of vacation to which you are entitled is determined from the
table attached herewith as Annex A.

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Tirex America, Inc.   EA03

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Tirex America, Inc. / Employment Agreement                                page 3
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You must remit your choice of vacation to your  immediate  superior for approval
at the  latest  _____________________  [DAY AND MONTH] for the summer and autumn
vacation and the _____________________ [DAY AND MONTH] for the winter and spring
vacation.


2.3      NOTICE FOR CHANGES IN THE COMPENSATION ARRANGEMENTS. You understand and
agree that, on providing  thirty days advance written  notice,  the Employer has
the right to unilaterally  introduce changes to your  compensation  arrangements
and that such  changes  in your  compensation  arrangements  will not affect the
application of this Agreement.

3.       DURATION OF CONTRACT

The Employer retains the services of the employee for an indeterminate period as
of the signing of the present and terminating in accordance with the following.

4.       TERMINATION AND NOTICE OF TERMINATION

4.1      TERMINATION DURING THE PROBATIONARY  PERIOD. The Employer may terminate
your  employment  at its  sole  discretion  for any  purpose  that  it may  deem
reasonable,  without notice or pay "in lieu of notice" and without cause, during
the six (6) month  probationary  period  referred  to in  paragraph  1.4 of this
Agreement.  You have the  possibility  to  resign  without  notice  during  this
probationary period.

4.2      WRITTEN  NOTICE BY THE  EMPLOYEE.  You may  terminate  your  employment
pursuant to this  Agreement by giving at least fifteen (15) days advance  notice
in writing to the Employer.  The Employer may waive such notice,  in whole or in
part and if it does so, your entitlement to remuneration  and benefits  pursuant
to this Agreement will cease on the date it waives such notice.

4.3      TERMINATION  FOR CAUSE.  The Employer may  unilaterally  terminate your
employment  pursuant  to this  Agreement  without  notice or payment = in lieu =
thereof, for cause. For the purposes of this Agreement, = cause = shall include:

     a)  any breach of the provisions of this Agreement by you;
     b)  consistent poor performance on your part, after being advised as to the
         standard required by the Employer;
     c)  any intentional or grossly  negligent  disclosure of any Information by
         you, as determined in the sole discretion of the Employer;
     d)  your violation of any local, provincial or federal statute,  including,
         without limitation, an act of dishonesty such as embezzlement or theft;
     a)  conduct on your part that is materially  detrimental to the business or
         the  financial  position of the  Employer,  as  determined  in the sole
         discretion of the Employer.

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     Tirex America, Inc. / Employment Agreement                           page 4
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     b)  personal  conduct  on  your  part  which  is  of  such  a  serious  and
         substantial  nature that, as  determined in the sole  discretion of the
         Employer,  it would  injure the  reputation  of the Employer if you are
         retained as an employee;
     c)  your bankruptcy or insolvency has been declared;
     d)  any and  all  omissions,  commissions  or  other  conduct  which  would
         constitute cause at law, in addition to the specified causes.

4.4      NOTICE BY THE EMPLOYER. After the probationary period, the Employer may
terminate your employment  pursuant to this Agreement at its sole discretion for
any reason, without cause, upon providing to you a number of weeks of notice, as
determined  from the table attached  herewith as Annex B. Or , at the Employer's
option,  it may  pay  you  "in  lieu of  notice'  as  well  as all  payments  or
entitlements  to which you are  entitled  pursuant to the Quebec ACT  RESPECTING
LABOUR STANDARDS.

4.5      PAY "IN LIEU OF NOTICE".  Pay in "lieu of notice" will be calculated on
the  basis of your  annual  base  salary  as of the date you  receive  notice of
termination.  Bonuses and other  forms of  additional  compensation  will not be
considered part of your annual base salary.  Your rights and entitlements  under
any  performance  bonus  shall  terminate  effective  as of  the  date  of  your
termination  of  employment,   or  as  I\at  the  date  you  receive  notice  of
termination, if pay "in lieu of notice" is provided.

The  Employer's  notice or pay "in lieu of notice" is  equivalent  to a vacation
period  which  you  are  entitled  pursuant  to the  law  in  force  in  Quebec.
Consequently,  you understand and agree to acquit the Employer of any claim from
your employment termination and accept to abandon any complaint against him.

Pay "in lieu of notice" will be provided in regular [bi-weekly] installments and
shall be subject to all deductions and withholdings required by law.

Should you work during the delay of the notice and resign during the said delay,
you are  entitled to half of the  remainder of the sums which are due in respect
of the notice as of the date of the said resignation.

4.6      FULL AND FINAL  RELEASE.  Furthermore,  you agree and  understand  that
amount  of money as  notice or pay "in lieu of  notice"  constitutes  a full and
final release with regard to any claim  resulting  from the  termination of your
employment.

5.       CONFIDENTIAL INFORMATION

5.1      ACQUISITION OF INFORMATION.  You acknowledge that as an  ADMINISTRATIVE
ASSISTANT  [TITLE] and in such other position as you may hold with the Employer,
you will acquire information (the "information") about certain matters which are
confidential to the Employer, which Information is the exclusive property of the
Employer, including but not limited to, the following:

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Tirex America, Inc.. / Employment Agreement                               page 5
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     (a) discoveries,   inventions,  research  and  development,   formulas  and
         technology,  improvement,  written works, computer programmes, any item
         developed in which copyright, patent or any Intellectual Property right
         subsists (hereinafter the "Works").
     (b) trade secrets;
     (c) lists of present and prospective customers and buying habits;
     (d) purchase requirements;
     (e) pricing and sales policies and concepts;
     (f) financial information, and
     (g) business plans, forecasts and market strategies.

You  acknowledge  that the  Information  could be used to the  detriment  of the
Employer and that the disclosure  could cause  irreparable harm to the Employer.
Accordingly,  you undertake to treat  confidentially  all Information and not to
disclose it to any third party or to use it for any purpose  either  during your
employment, except as maybe necessary in the proper discharge of your duties, or
after  termination of your  employment  for any reason,  except with the written
permission of the Employer.

5.2      EMPLOYER'S  OWNERSHIP OF WORKS.  You acknowledge that the Employer owns
all Works that may be developed by you during the course of your employment with
the  Employer  and you agree to waive,  by the  present,  all rights to any such
Works.

5.3      THE EMPLOYER'S RIGHTS ON INFORMATION. All notes, data, tapes, reference
items, sketches, drawings,  memoranda, records, diskettes and other materials in
any  way  relating  to any of the  Information  or to the  Employer's  business,
produced by you or coming into your  possession  by or through your  employment,
shall  belong  exclusively  to the  Employer  and you  agree to turn over to the
Employer  all  copies of any such  materials  in your  possession  or under your
control,  forthwith,  at the  request of the  Employer  or, in the  absence of a
request, on the termination of your employment with the Employer.

6.       NON-COMPETITION

You acknowledge and agree that as an  ADMINISTRATIVE  ASSISTANT  [TITLE] for the
employer you will gain a knowledge of and a close working  relationship with the
Employer's customers (hereinafter "Knowledge"),  which would injure the Employer
if made available to a competitor or used for competitive purposes. Accordingly,
you  undertake to treat  confidentially  all Knowledge and not to disclose it to
any third party or to use it for any  purpose  either  during  your  employment,
except as may be  necessary in the proper  discharge  of your  duties,  or after
termination  of  your  employment  for  any  reason,  except  with  the  written
permission of the Employer.

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Tirex America, Inc.  EA03
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Tirex America, Inc. / Employment Agreement                                page 6
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7.       INJUNCTIVE RELIEF

7.1      PRESERVATION OF THE RELATIONSHIPS BETWEEN THE EMPLOYER AND HIS CLIENTS.
You understand and agree that the Employer has a material interest in preserving
the  relationships  it has developed  with its customers  against  impairment by
competitive  activities of a former  employee.  Accordingly,  you agree that the
restrictions and covenants  contained in paragraph 5 (Confidential  Information)
and paragraph 6 (Non-competition), are reasonably required for the protection of
the Employer and its goodwill and that your  agreement to same by your execution
of this  Agreement,  are of the  essence  to this  Agreement  and  constitute  a
material  inducement to the Employer to enter into this  Agreement and to employ
you, and that the Employer  would not enter into this  Agreement  absent such an
inducement.

7.2      REMEDIES FOR THE EMPLOYER.  You understand and agree, without prejudice
to any and all other rights of the Employer, that in the event of your violation
or attempted  violation of any of the covenants  contained in paragraphs 5 and 6
of this  Agreement,  an  injunction  or  other  like  remedy  shall  be the only
effective  method to protect the Employer's  rights and property as set out, and
that an interim injunction may be granted immediately on the commencement of any
suit.

8.       NOTICES

Any notice  required or  permitted to be given to either party must be delivered
by hand or personally  to the party's  address last known to the other party and
will be deemed to be received on the date of hand delivery or personal  delivery
to such  address.  Personal  delivery  shall  include  delivery by a  commercial
courier.

9.       SEVERABILITY

In the event that any provision of this Agreement is found to be void,  invalid,
illegal or unenforceable by a court of competent jurisdiction, such finding will
not affect any other  provision of this  Agreement  which will continue to be in
full force and effect.

10.      WAIVER

The waiver by either party of any breach or  violation of any  provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
or violation.

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Tirex America, Inc.. / Employment Agreement                               page 7
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11.      ENTIRE AGREEMENT

This Agreement contains the final and entire understanding and agreement between
you and the Employer with respect to the terms and conditions of your employment
addressed herein.

12.      MODIFICATION OF AGREEMENT

Any modification of this Agreement must be in writing and signed by both and the
Employer or it shall have no effect and shall be void.


13.      TITLES

The titles of all the provisions contained herein have been inserted for ease of
reference  and  do  not  affect  the  construction  and  interpretation  of  the
provisions of the Agreement in any way.

14.      GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the Province of Quebec.

15.      INDEPENDENT LEGAL ADVICE

You  acknowledge  that  you  have  read  and  understand  this  Agreement,   and
acknowledge that you have had the opportunity to obtain legal advice about it.

The parties have expressly requested that the Agreement be drawn by and executed
in English  only;  les parties ont  expressement  exige que la  Convention  soit
redigee uniquement en langue anglaise.



IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement as of the below
effective date.

Montreal, 26 day of Feb. 1997


/s/                                               /s/ HEATHER GOODWIN
------------------------                          ----------------------------
Tirex America, Inc.                               [NAME OF EMPLOYEE AND TITLE]
                                                  Administrative Assistant

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Tirex America, Inc.  EA03

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Tirex America, Inc. / Employment Agreement                                page 8
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                                     ANNEX A







    ----------------------------------------------------------------------------
    NUMBER OF CONTINUED YEARS                           NUMBER OF WEEKS OF
          OF SERVICE                                        VACATION

    ----------------------------------------------------------------------------

     Less than 1 year                              1 working day for every month
                                                   of continued service, without
                                                   the  total  of  the  vacation
                                                   exceeding 10 days

    ----------------------------------------------------------------------------

      1 to 5 years                                 2 weeks

    ----------------------------------------------------------------------------

      5 years and more                             3 weeks

    ----------------------------------------------------------------------------



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Tirex America, Inc.  Ea03
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Tirex America, Inc.. / Employment Agreement                               page 9
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                                     ANNEX B







    ----------------------------------------------------------------------------

    NUMBER OF YEARS OF                            NUMBER OF WEEKS OF
    CONTINUED SERVICE                                   NOTICE

    ----------------------------------------------------------------------------

    Less than 1 year                                   1 week

    ----------------------------------------------------------------------------

     1 to 5 years                                      2 weeks

    ----------------------------------------------------------------------------
     10 years and more                                 8 weeks

    ----------------------------------------------------------------------------

     10 years and more                                 8 weeks

    ----------------------------------------------------------------------------



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Tirex America, Inc.  EA03

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Employment Agreement Attachment
Heather Goodwin

1.1      POSITION AND DUTIES

POSITION:  Administrative Assistant

Duties: answer phones, greet visitors, receive incoming packages and mil, typing
(letters, memos, reports, press releases, etc.). creating office forms, schedule
appointments and reservations,  order supplies, file central files,  information
research on internet,  e-mail  correspondence,  keep track of stock price,  send
press releases to news wires an investors via fax and e-mail,  send  information
packages via mail and e-mail,  keep track of  information  sent out and to whom,
order  publications,  create  purchase  orders,  and work with various  computer
programs including Word, Outlook, Excel, Access.