CONSULTING AGREEMENT

         THIS AGREEMENT made as of the 27th day of December, 1999 B E T W E E N:

                           THE TIREX  CORPORATION,  a  corporation  incorporated
                           under the laws of DELAWARE

                           (the "Company")

                           - and -

                           LINDA PELLEGRINO, an individual residing at 68 Sussex
                           Street, Jersey City, NJ 07302

                           (the "Consultant")


         RECITES THAT the Company has agreed to retain the financial  consulting
services of the Consultant  and the  Consultant has agreed to provide  financial
consulting services to the Company, all on the terms and conditions  hereinafter
set forth.

         NOW THEREFORE in  consideration  of the following  mutual covenants and
agreements, the parties hereto agree with each other as follows:

         1.       The  Company  shall  retain  the  Consultant  to  provide  the
following financial consulting services during the term of this agreement:

         (a)      assisting  and  providing  advice  and  financial   consulting
                  services to the Company in its  management  relations with its
                  joint venture partner, present or potential;

         (b)      assisting  and  providing  advice  and  financial   consulting
                  services to the  Company in the  implementation  of  marketing
                  goals and relationships  with the Company's business partners,
                  merger candidates, and, if appropriate, with stockholders;

         (c)      such other  services  and  assistance  to the  Company and its
                  officers and  directors  within the scope of the  consultant's
                  expertise as the  President of the Company and the  Consultant
                  may mutually agree from time to time.

         2.       The  term  of  this  agreement  shall  be  Twelve(12)  months,
commencing  on the date hereof and ending on September 7, 2000.  During the term
of this agreement,  the Consultant shall be required to provide his services for
no more than five days per month upon  reasonable  notice from the Company  from
time to time as to the  specific  days  that  his  consulting  services  will be

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required.  Services  may be  provided  by  telephone  or in the form of  written
reports.  In the event the Company  requests the  Consultant to travel,  and the
Consultant  agrees to do so, the  Company  shall pay for  reasonable  travel and
lodging expenses. It is agreed that the Consultant shall travel business class.

         3.       In  consideration  of the Consultant  providing the consulting
services hereunder, the Company shall pay the consultant fees as follows:

         500,000 shares of common stock upon signing this agreement

         4.       Except as provided in Paragraph 2 hereof, the Consultant shall
be responsible for all of his own out-of-pocket  expenses incurred in connection
with the consulting services to be provided hereunder, unless the Company agrees
in writing  with the  Consultant  prior to an expense  being  incurred  that the
Company will  reimburse  the  Consultant  for all or part of such  extraordinary
expense.

         5.       This  agreement  shall be binding upon the parties  hereto and
their  respective  heirs,  executors,   administrators,  legal  representatives,
successors  and  assigns.  This  agreement  may not be assigned by either  party
hereto without the prior written consent of the other party.

         6.       This agreement  constitutes the entire  agreement  between the
parties hereto and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, between the parties hereto.

         7.       No  amendment  or  modification  of this  agreement  shall  be
binding unless in writing and signed by the parties hereto.

         8.       No waiver by a party of any breach of any of the provisions of
this  agreement  by any other party  shall take  effect or be binding  upon such
party  unless in writing and signed by such  party.  Unless  otherwise  provided
therein,  such  waiver  shall not limit or affect  the rights of such party with
respect to any other breach.

         9.       All notices or other communications  authorized or required to
be given pursuant to this agreement shall be in writing and either  delivered by
hand,  mailed by  registered,  first-class  mail,  postage  prepaid,  or sent by
facsimile as follows:

                  (a)      to the Company at:
                           THE TIREX CORPORATION
                           3828 rue Saint Patrick
                           Montreal, Quebec H4E 1A4
                           Attn: Terence C. Byrne, President

<PAGE>


         with a copy to:

                           Frohling, Hudak & Pellegrino, LLC
                           425 Eagle Rock Avenue
                           Roseland, New Jersey 07068
                           Attn: John Frohling, Esq.


                  (b)      to the Consultant at:

                           68 Sussex Street
                           Jersey City, NJ

         10.      This  agreement  shall be  deemed  to be made in and  shall be
construed in accordance with the laws of the State of New Jersey.


         IN  WITNESS   WHEREOF  the  parties  hereto  have  duly  executed  this
agreement.


                                           THE TIREX CORPORATION

                                           By:  /s/ Michael Ash
                                                --------------------------------
                                                    Michael Ash,
                                                    Secretary, Treasurer & CFO

                                                /s/ Linda Pellegrino
                                                --------------------------------
                                                    Linda Pellegrino, Consultant