THE TIREX CORPORATION


                               EXECUTIVE AGREEMENT



         THIS EXECUTIVE  AGREEMENT (the "Agreement") is made and entered into as
of this 26th day of February 1999 by and among:

                                 The Tirex Corporation
                                 740 St. Maurice, Suite 201
                                 Montreal, Quebec
                                 Canada H3C 1L5
                                                             (the "Corporation")

                                 Michael Ash
                                 310 Montee Sabourin
                                 St. Bruno PQ
                                 J3V 4P6

                                                               (the "Executive")

         WHEREAS, The Tirex Corporation (the "Corporation"),  is a publicly-held
Delaware   corporation,   the   common   stock  of  which  is   traded   in  the
over-the-counter  market in the  United  States  and  quoted  on the  electronic
bulletin  board of the  National  Association  of  Securities  Dealers (the "OTC
Bulletin Board").

         WHEREAS,  The  Corporation  desires to employ the  Executive  as a Vice
President  of the  Corporation  and the  Executive  is  willing  to accept  such
employment by the  Corporation,  on the terms and subject to the  conditions set
forth in this Agreement.

         WHEREAS,  The Corporation is in very early stages of development,  with
very limited  assets,  income,  operations,  and financial  resources on hand to
finance  the  development  of their  technology  and the  commencement  of their
commercial  operations.  Their future  financial  prospects  and  positions  are
therefore highly  contingent and, as at the date hereof,  impossible to predict.
Based upon the  foregoing,  the  Corporation's  Board of Directors  believe that
unregistered shares of the Corporation's common stock, which cannot be sold into
the public market for an extended  period of time,  may  reasonably be deemed to

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have a value which  reflects  the  Corporation's  poor  financial  position  and
uncertain  future,  and  can  reasonably  be  expected  to be  saleable  by  the
Corporation, in arm's length transactions, for approximately fifty percent (50%)
of the current market value of the publicly traded stock of the Corporation,  or
for substantially less.


         NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1.       DEFINITIONS

         For the purposes of this  Agreement the following  terms shall have the
following meanings:

         1.0  THE  "CORPORATION"  shall  mean  the  Corporation  and  all  other
corporations,  partnerships,  or other entities, now or in the future controlled
by the Corporation, jointly and severally.

         1.1  "CHANGE IN CONTROL"  shall mean (i) the time that the  Corporation
first  determines  that any person and all other persons who  constitute a group
(within the meaning of Section  13(d)(3) of the Securities  Exchange Act of 1934
("Exchange Act") have acquired direct or indirect  beneficial  ownership (within
the meaning of Rule 13d-3 under the  Exchange  Act) of twenty  percent  (20%) or
more of the  Corporation's  outstanding  securities,  unless a  majority  of the
"Continuing  Directors",  as that term is defined in Paragraph 1.3, approves the
acquisition  not later than ten (10) business days after the  Corporation  makes
that determination,  or (ii) the first day on which a majority of the members of
the Corporation's Board of Directors are not "Continuing Directors."

         1.2 "CONTINUING DIRECTORS" shall mean, as of any date of determination,
any member of the Board of Directors of the  Corporation who (i) was a member of
that Board of  Directors  on January  19,  1995,  (ii) has been a member of that
Board  of  Directors  for the  two  years  immediately  preceding  such  date of
determination,  or (iii) was  nominated  for election or elected to the Board of
Directors  with the  affirmative  vote of the  greater of (x) a majority  of the
Continuing  Directors  who  were  members  of the  Board  at the  time  of  such
nomination or election or (y) at least four Continuing Directors.

         1.3 "EFFECTIVE DATE"  shall mean January 4, 1999.

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         .4 "TERMINATION FOR CAUSE" shall mean termination by the Corporation of
the  Executive's  employment  by reason of the  Executive's  willful  dishonesty
towards,   fraud  upon,  or  deliberate  injury  or  attempted  injury  to,  the
Corporation  or by reason of the  Executive's  willful  material  breach of this
Agreement   which  has   resulted  in  material   injury  to  the   Corporation.
Notwithstanding  the foregoing,  the Executive  shall not be deemed to have been
terminated for Cause without (i) Written  notice to the Executive  setting forth
the reasons for the  Corporation's  intention  to terminate  for Cause,  (ii) an
opportunity on not less than 20 days written notice from the  Corporation to the
Executive for the Executive,  together with his counsel,  to be heard before the
full Board of Directors of the Corporation,  and (iii) delivery to the Executive
of a Notice of  Termination as defined in Paragraph 6.9 hereof from the Board of
Directors  finding that,  following such hearing  before the Board,  in the good
faith opinion of such Board, the Executive was guilty of conduct set forth above
and specifying the particulars thereof in detail.

         1.5  "TERMINATION  FOR 'GOOD  REASON'"  shall mean  termination  by the
Executive of the  Executive's  employment by the  Corporation  because of: (i) a
"Change in Control",  as defined in Paragraph 1.1, above,  (ii) a failure by the
Corporation to comply with any material  provision of this  Agreement  which has
not been cured within ten (10) days after notice of such  noncompliance has been
given by the  Executive  to the  Corporation,  (iii)  the  determination  by the
Executive that because of changes in the composition or policies of the Board of
Directors  of the  Corporation,  or of other events or  occurrences  of material
effect, that the Executive can no longer properly and effectively  discharge his
responsibilities  as a  Vice  President  of the  Corporation  after  giving  the
Corporation not less than thirty (30) days prior written notice of the effective
date of such termination,  or (iv) any purported  termination of the Executive's
employment which is not effected pursuant to a Notice of Termination  satisfying
the  requirements of Paragraph 6.9 hereof (and for purposes of this agreement no
such purported termination shall be effective).

         1.6  "TERMINATION  OTHER THAN FOR CAUSE" shall mean  termination by the
Corporation of the Executive's  employment by the  Corporation  (other than in a
Termination for Cause).

         1.7 "TERMINATION  UPON A CHANGE IN CONTROL" shall mean a termination by
the  Corporation of the Executive's  employment with the Corporation  within 120
days following a "Change in Control", as that term is defined in Paragraph 1.1.

         1.8 "VOLUNTARY  TERMINATION" shall mean termination by the Executive of
the Executive's  employment by the Corporation other than (i) Termination Upon a
Change in Control or (ii)  Termination for Good Reason,  and (iv) termination by
reason of the Executive's death or disability as described in Paragraphs 6.4 and
6.5.


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2.       EMPLOYMENT

         During the term of this Agreement,  the Executive agrees to be employed
by the Corporation and to serve as Secretary,  Treasurer and Chief Financial and
Accounting  Officer  of  the  Corporation  or in  such  other  positions  as the
Corporation shall require,  and the Corporation  agrees to employ and retain the
Executive in such capacities.

3.       DUTIES AND RESPONSIBILITIES

         3.1 TIME AND REPORTING OBLIGATIONS. The Executive shall devote his full
time, energy, and skills to the affairs of the Corporation, reporting solely and
exclusively  to Terence C. Byrne,  the  President  and Chief  Executive  Officer
thereof, or such other person as Mr. Byrne shall designate.

         3.2 DUTIES. The Executive's duties and responsibilities  shall include,
but may not be limited to the normal duties and  responsibilities  of the office
or offices set forth in Section 2, above.

         3.3  OTHER  ACTIVITIES.  The  Executive  hereby  acknowledges  that the
Corporation  reserves  the  right to  review  with  the  Executive  his  present
directorships and any other positions held by him in business organizations, and
the Executive  agrees to terminate his  participation  in such  positions if the
Corporation  shall  determine,  in a particular  case, that there is a potential
material  conflict with the  Corporation's  best interests.  Any future proposed
directorships and/or positions in or with other business  organizations shall be
subject  to review  by the  board of  directors  of the  Corporation,  providing
however,  that such board shall not  prohibit  any such  activities  unless such
potential  material conflicts with the Executive's duties as a Vice President of
the Corporation shall exist.

4.       TERM OF EMPLOYMENT

         4.1 TERM.  The term of employment  of the Executive by the  Corporation
shall be for a period of three  years  beginning  with the  Effective  Date (the
"Initial Term"),  unless  terminated  earlier pursuant to Section 6. At any time
prior to the expiration of the Initial Term, the  Corporation  and the Executive
may by mutual written  agreement  extend the  Executive's  employment  under the
terms of this  Agreement  for such  additional  periods as they  shall  mutually
agree.

5.       SALARY, BENEFITS AND BONUS COMPENSATION

         5.1 SIGNING BONUS.  In  consideration  of the  Executive's  agreeing to
discontinue, as expeditiously as practicable in a reasonable and orderly manner,
his  other  business  activities  in order to enter  into  this  agreement,  the
Corporation will issue to the Executive,  upon execution of this Agreement,  one
million (1,000,000) shares of the common stock of the Corporation.

         5.2 ANNUAL  SALARY.  As payment for the  services to be rendered by the
Executive  as  provided  in  Section  3, the  Corporation  agrees  to pay to the
Executive an annual salary  ("Salary"),  beginning as of the Effective  Date, at

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the rate of one hundred twenty-five thousand United States dollars (US $125,000)
per annum payable in 26 equal  bi-weekly  installments  subject to annual review
and increase, as the board of directors shall determine.

         5.3 COMPENSATION  SHARES IN LIEU OF CASH PAYMENTS.  Notwithstanding the
requirements  of Paragraph 5.2, above,  the Executive and the Corporation  agree
and acknowledge that:

         5.3.1 From time to time, during the foreseeable future, the Corporation
may not have available the financial resources to pay to the Executive, in cash,
the full amount of the Salary; In such event, with the consent of the Executive,
the obligations of the  Corporation  with respect to any unpaid amount of Salary
will be satisfied by the issuance to the Executive of shares of the common stock
of the Corporation  ("Compensation  Shares"),  which  Compensation  Shares shall
constitute compensation pursuant to the terms of this Executive Agreement.

         5.3.2  All  Compensation  Shares  will  be  issued  to and  held by the
Executive  pursuant  to the  terms of a stock  restriction  agreement,  on terms
mutually agreeable to the parties.

         5.3.3 All  Compensation  Shares  will be issued to the  Executive  at a
value equal to fifty percent (50%) of the average of the high and low bid prices
of the  Corporation's  common  stock,  during the period when such  Compensation
Shares were earned, as traded in the  over-the-counter  market and quoted in the
OTC  Electronic  Bulletin Board or such other public market in the United States
in which the common stock of the Corporation shall then be traded.

         5.3.4 From time to time, all or part of the Compensation  Shares may be
registered  by the  Corporation  under a  Registration  Statement  on Form  S-8,
including a Re-offer  Prospectus,  as and at such time as the board of directors
of the Corporation or the executive committee thereof shall determine.

         5.4 BONUSES. the Executive shall be eligible to receive a discretionary
bonus for each year (or portion  thereof)  during the term of this Agreement and
any  extensions  thereof,  with  the  actual  amount  of any  such  bonus  to be
determined  in the sole  discretion  of the Board of  Directors  based  upon its
evaluation of the  Executive's  performance  during such year.  All such bonuses
shall be reviewed  annually by the  Compensation  Committee,  if any shall be in
existence.

         5.5  ADDITIONAL  BENEFITS.  During  the  term  of this  Agreement,  the
Executive shall be entitled to the following fringe benefits:

                  (a)      EXECUTIVE  BENEFITS.  The Executive shall be eligible
                           to participate in such of the Corporation's  benefits
                           and deferred  compensation plans as are now generally
                           available  or  later  made  generally   available  to
                           executive officers of, including, without limitation,
                           the  Corporation's  Stock Option Plan, profit sharing
                           plans,  annual  physical  examinations,   dental  and
                           medical plans,  personal  catastrophe  and disability
                           insurance,  financial planning,  retirement plans and
                           supplementary executive retirement plans, if any. For

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                           purposes of establishing  the length of service under
                           any benefit plans or programs of the Corporation, the
                           Executive's  employment  with  will be deemed to have
                           commenced on the Effective Date.

                  (b)      VACATION.   The   Executive   shall  be  entitled  to
                           reasonable  vacation time during each year during the
                           term of this Agreement and any extensions thereof, in
                           an amount to be determined by the mutual agreement of
                           the  Executive  and  the  board  of  director  of the
                           Corporation,  provided however that such amount shall
                           be a minimum of three weeks per year.

                  (c)      CAR ALLOWANCE.  The Executive shall receive a monthly
                           car allowance of two hundred fifty  Canadian  dollars
                           (Cdn $500).

         5.6 REIMBURSEMENT FOR EXPENSES.  During the term of this Agreement, the
Corporation shall reimburse the Executive for reasonable and properly documented
out-of-pocket  business and/or entertainment  expenses incurred by the Executive
in connection with his duties under this Agreement.

6.       TERMINATION

         6.1 TERMINATION FOR CAUSE. Termination For Cause may be effected by the
Corporation in accordance  with the procedures set forth in Paragraph 1.5 at any
time  during  the term of this  Agreement  and  shall  be  effected  by  written
notification to the Executive in accordance with Paragraph 6.9, below.  Upon the
effectiveness  of a Termination For Cause,  the Executive shall promptly be paid
all accrued salary,  bonus  compensation  to the extent earned,  vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the  Corporation  in which the Executive is a participant  to the full extent of
the  Executive's  rights  under  such  plans,   accrued  vacation  pay  and  any
appropriate  business  expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive shall not be
paid any other compensation or reimbursement of any kind.

         6.2 TERMINATION OTHER THAN FOR CAUSE.  Notwithstanding anything else in
this Agreement, the Corporation may effect a Termination Other Than For Cause at
any time upon giving written notice to the Executive of such  termination.  Upon
the  effectiveness of any Termination  Other Than For Cause, the Executive shall
promptly be paid all accrued  salary,  bonus  compensation to the extent earned,
vested  deferred  compensation  (other than pension plan or profit  sharing plan
benefits  which  will be paid in  accordance  with  the  applicable  plan),  any
benefits  under any plans of in which the Executive is a participant to the full
extent  of the  Executive's  rights  under  such  plans  (including  accelerated
vesting,  if any, of awards  granted to the  Executive  under the  Corporation's
stock option plan),  accrued vacation pay and any appropriate  business expenses
incurred by the Executive in connection  with his duties  hereunder,  all to the
date of  termination,  and all severance  compensation  as provided in Paragraph
6.1.

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         6.3 TERMINATION FOR GOOD REASON.  Notwithstanding anything else in this
Agreement,  the Executive  may effect a Termination  for Good Reason at any time
upon giving written notice to the Corporation of such  termination in accordance
with the  provisions  of Paragraph  6.9 hereof.  Upon the  effectiveness  of any
Termination  for Good Reason the  Executive  shall  promptly be paid all accrued
salary,  bonus compensation to the extent earned,  vested deferred  compensation
(other than pension plan or profit  sharing plan benefits  which will be paid in
accordance with the applicable  plan),  any benefits under any plans of in which
the  Executive is a  participant  to the full extent of the  Executive's  rights
under such plans (including  accelerated  vesting,  if any, of awards granted to
the  Executive  under's  stock  option  plan),  accrued  vacation  pay  and  any
appropriate  business  expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, and all severance compensation
as provided in Paragraph 6.1.

         6.4  TERMINATION BY REASON OF  DISABILITY.  If, during the term of this
Agreement,  the  Executive  fails to perform his duties under this  Agreement on
account  of  illness  or  physical  or mental  incapacity,  and such  illness or
incapacity  continues for a period of more than twelve (12) consecutive  months,
the  Corporation  shall have the right to terminate the  Executive's  employment
hereunder by written  notification to the Executive and payment to the Executive
of all accrued salary, bonus compensation to the extent earned,  vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the  Executive is a participant  to the full extent of the  Executive's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by the Executive in connection with his duties hereunder,  all
to the date of  termination,  with the exception of medical and dental  benefits
which shall continue through the expiration of this Agreement, but the Executive
shall not be paid any other compensation or reimbursement of any kind.

         6.5 DEATH.  In the event of the  Executive's  death  during the term of
this Agreement, the Executive's employment shall be deemed to have terminated as
of the last day of the month during  which his death occurs and the  Corporation
shall promptly pay to his estate or such beneficiaries as the Executive may from
time to time  designate all accrued  salary,  bonus  compensation  to the extent
earned,  vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance  with the applicable  plan),  any
benefits  under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans,  accrued vacation pay and any
appropriate  business  expenses incurred by the Executive in connection with his
duties  hereunder,  all to the date of termination,  but the Executive's  estate
shall not be paid any other compensation or reimbursement of any kind.

         6.6 VOLUNTARY TERMINATION. In the event of a Voluntary Termination, the
Corporation  shall promptly pay all accrued  salary,  bonus  compensation to the
extent earned,  vested deferred  compensation (other than pension plan or profit
sharing  plan  benefits  which will be paid in  accordance  with the  applicable
plan),  any benefits  under any plans of in which the Executive is a participant

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to the full extent of the Executive's rights under such plans,  accrued vacation
pay  and  any  appropriate  business  expenses  incurred  by  the  Executive  in
connection with his duties  hereunder,  all to the date of  termination,  but no
other compensation or reimbursement of any kind.

         6.7 TERMINATION UPON A CHANGE IN CONTROL. In the event of a Termination
Upon the  effectiveness of a Change in Control,  the Executive shall immediately
be paid all accrued  salary,  bonus  compensation  to the extent earned,  vested
deferred  compensation  (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable  plan),  any benefits under
any plans of in which the Executive is a  participant  to the full extent of the
Executive's rights under such plans (including  accelerated  vesting, if any, of
any awards granted to the Executive under the Corporation's  Stock Option Plan),
accrued  vacation  pay and any  appropriate  business  expenses  incurred by the
Executive  in  connection  with  his  duties  hereunder,  all  to  the  date  of
termination, and all severance compensation as provided in Paragraph 6.1.

         6.8 NOTICE OF TERMINATION.  The Corporation may effect a termination of
this  Agreement  pursuant to the  provisions  of this Section upon giving thirty
(30) days' written  notice to the Executive of such  termination.  The Executive
may effect a termination  of this  Agreement  pursuant to the provisions of this
Section upon giving thirty (30) days' written notice to the  Corporation of such
termination.

7.       SEVERANCE COMPENSATION

         7.1 SEVERANCE  COMPENSATION IN THE EVENT OF: TERMINATION OTHER THAN FOR
CAUSE  PURSUANT  TO  PARAGRAPH  6.2;  TERMINATION  FOR GOOD  REASON  PURSUANT TO
PARAGRAPH  6.3; OR  TERMINATION  UPON A CHANGE IN CONTROL  PURSUANT TO PARAGRAPH
6.7. In the event that, after the expiration of one-year from the Effective date
of this Agreement,  the  Executive's  employment is terminated in a termination:
Other Than for Cause  pursuant to  Paragraph  6.2;  for Good Reason  pursuant to
Paragraph  6.3; or a Change in Control  pursuant to Paragraph 6.7, the Executive
shall be paid the following as severance compensation:

         7.1.1 For  terminations  which occur during the second year of the term
of this  Agreement:  fifty  percent (50%) of the amount of the annual Salary (at
the rate payable at the time of such  termination),  for a period of twelve (12)
months from the date of such  termination.  The Executive shall also be entitled
to accelerated  vesting of any awards  granted to the Executive  under any Stock
Option Plan, stock option  agreement,  or any other employee benefit plan or any
agreement  entered into in  connection  therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the extent of fifty  percent  (50%) of the  Executive's  pre-termination  rights
under such plans,  including  any  perquisites  provided  under this  Agreement,
though the twelve months following such termination, provided, however, that the
benefits  under  any such  plans of in which  the  Executive  is a  participant,
including  any  such  perquisites,  shall  cease  upon  re-employment  by a  new
employer.  By way of additional  severance  compensation,  the Corporation shall
issue to the Executive within five (5) business days of the date of termination,

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a number of shares of the common stock of the Corporation equal to the number of
shares of such common stock,  if any,  which the Executive  shall have forfeited
under the terms of any Stock Restriction Agreement.

         7.1.2 For terminations which occur during the third year of the term of
this  Agreement:  one hundred  percent (100%) of the amount of the annual Salary
(at the rate  payable at the time of such  termination),  for a period of twelve
(12)  months  from the date of such  termination.  The  Executive  shall also be
entitled to accelerated vesting of any awards granted to the Executive under any
Stock Option Plan, stock option agreement, or any other employee benefit plan or
any  agreement  entered  into in  connection  therewith  at the time of grant or
award.  The Executive  shall  continue to accrue  retirement  benefits and shall
continue to enjoy any  benefits  under any plans of in which the  Executive is a
participant to the full extent of the Executive's  pre-termination  rights under
such plans, including any perquisites provided under this Agreement,  though the
twelve months following such termination,  provided,  however, that the benefits
under any such plans of in which the Executive is a  participant,  including any
such perquisites,  shall cease upon  re-employment by a new employer.  By way of
additional severance compensation,  the Corporation shall issue to the Executive
within five (5) business days of the date of termination,  a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock,  if any, which the Executive  shall have forfeited under the terms of any
Stock Restriction Agreement.

         7.1.3 For  terminations  which occur after the  expiration of the first
three years of the initial term of this  Agreement,  including any extensions of
such term: two hundred percent (200%) of the amount of the annual Salary (at the
rate  payable  at the time of such  termination),  for a period of  twelve  (12)
months from the date of such  termination.  The Executive shall also be entitled
to accelerated  vesting of any awards  granted to the Executive  under any Stock
Option Plan, stock option  agreement,  or any other employee benefit plan or any
agreement  entered into in  connection  therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the full  extent of the  Executive's  pre-termination  rights  under such plans,
including  any  perquisites  provided  under this  Agreement,  though the twelve
months following such termination,  provided,  however,  that the benefits under
any such plans of in which the  Executive is a  participant,  including any such
perquisites,  shall  cease  upon  re-employment  by a new  employer.  By  way of
additional severance compensation,  the Corporation shall issue to the Executive
within five (5) business days of the date of termination,  a number of shares of
the common stock of the Corporation equal to the number of shares of such common
stock,  if any, which the Executive  shall have forfeited under the terms of any
Stock Restriction Agreement.

         7.1.4  Notwithstanding the provisions of Subparagraphs 7.1.1 and 7.1.2,
above,  or Paragraph 7.2,  below,  if the basic cause of termination  shall be a
Change in Control,  as that term is defined in  Paragraph  1.1,  above:  (i) the
Executive shall be paid, as severance  compensation,  two hundred percent (200%)
of the  amount of the  annual  Salary  (at the rate  payable at the time of such
termination),  for a  period  of  twelve  (12)  months  from  the  date  of such
termination;  and (ii) the Executive may in the Executive's sole discretion,  by
delivery of a notice to the  Corporation  within  thirty  (30) days  following a
Termination Upon a Change in Control,  elect to receive from Compensation a lump
sum severance  payment by bank cashier's check equal to the present value of the

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flow of cash payments that would otherwise be paid to the Executive  pursuant to
this Paragraph. In addition, the Corporation shall, on request of the Executive,
immediately  take  steps to  register  any or all  Compensation  Shares or other
unregistered  shares of the  common  stock of the  Corporation  then held by the
Executive,  of issuable to him in accordance with the provisions of this Section
7, with the Securities  and Exchange  Commission  under a Form S-8  registration
statement  filed with the United States  Securities and Exchange  Commission and
effective  under the United States  Securities Act of 1933, as Amended,  or such
other  Form  of  registration  statement  as  shall  then  be  available  to the
Corporation including without limitation Forms S-1 and SB-2.

         7.1.5 In the event that the  Executive  shall be  entitled  to any cash
payments  pursuant  to  this  Section  7 and  the  Corporation  shall  not  have
sufficient  cash resources  available  therefor,  the Executive  shall be issued
shares of the Common Stock of the Corporation in lieu of such cash payments,  in
whole or in part, as the parties hereto shall mutually agree.

         7.2 NO SEVERANCE  COMPENSATION UPON OTHER TERMINATION.  In the event of
Termination:  (i) for any reason  during the first year  following the Effective
Date of this  Agreement;  (ii)  For  Cause  pursuant  to  Paragraph  6.1;  (iii)
termination  by  reason  of the  Executive's  Disability  or Death  pursuant  to
Paragraphs 6.4 or 6.5; or (iv) Voluntary  Termination  pursuant to Paragraph 6.6
hereof,  neither the  Executive  nor his estate shall not be paid any  severance
compensation.

8.       PAYMENT OBLIGATIONS

         the Corporation's  obligation to pay the Executive the compensation and
to make  the  arrangements  provided  herein  shall  be  unconditional,  and the
Executive shall have no obligation whatsoever to mitigate damages hereunder.  If
litigation  after a Change in Control  shall be brought to enforce or  interpret
any provision  contained  herein,  the  Corporation,  to the extent permitted by
applicable  law and the  Corporation's  Articles  of  Incorporation  and Bylaws,
hereby indemnifies the Executive for the Executive's  reasonable attorneys' fees
and disbursements incurred in such litigation.

9.       CONFIDENTIALITY

         The Executive agrees that all confidential and proprietary  information
relating  to the  business  of the  Corporation  shall  be kept and  treated  as
confidential both during and after the term of this Agreement,  except as may be
permitted  in  writing  by the  Corporation's  Board  of  Directors  or as  such
information  is within the  public  domain or comes  within  the  public  domain
without any breach of this Agreement.

10.      WITHHOLDINGS

         All  compensation  and  benefits to the  Executive  hereunder  shall be
reduced by all federal,  state,  local and other  withholdings and similar taxes
and payments required by applicable law.

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<PAGE>

11.      INDEMNIFICATION

         In addition to any rights to  indemnification to which the Executive is
entitled to under the Corporation's  Articles of Incorporation  and Bylaws,  the
Corporation shall indemnify the Executive at all times during and after the term
of this  Agreement  to the maximum  extent  permitted  under  Delaware  Business
Corporation  Law or any  successor  provision  thereof and any other  applicable
state law,  and shall pay the  Executive's  expenses in  defending  any civil or
criminal action, suit, or proceeding in advance of the final disposition of such
action,  suit  or  proceeding,  to  the  maximum  extent  permitted  under  such
applicable state laws.


12.      NOTICES

         Any  notices  permitted  or  required  under  this  Agreement  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 to the Corporation at:


                                            The Tirex Corporation
                                            740 St. Maurice Suite, 201
                                            Montreal, Quebec H3C 1L5

addressed to the Executive at:

                                             Michael Ash
                                             310 Montee Sabourin
                                             St. Bruno PQ
                                             J3V 4P6

or at any other address as any party may, from time to time, designate by notice
given in compliance with this Paragraph.


13.      LAW GOVERNING

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Delaware.


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<PAGE>

14.      GENERAL

         14.1 TITLES AND CAPTIONS.  All section titles or captions  contained in
this  Agreement  are for  convenience  only and shall not be deemed  part of the
context nor effect the interpretation of this Agreement.

         14.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between  and among the  parties  and  supersedes  any prior  understandings  and
agreements among them respecting the subject matter of this Agreement.

         14.3 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.

         14.4  ATTORNEY  FEES.  In the event an  arbitration,  suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal  therefrom,  it is agreed that the prevailing  party shall be entitled to
reasonable  attorneys fees to be fixed by the  arbitrator,  trial court,  and/or
appellate court.

         14.5  COMPUTATION  OF TIME. In computing any period of time pursuant to
this  Agreement,  the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday,  Sunday,  or legal  holiday,  in which event the period
shall  run  until the end of the next day  thereafter  which is not a  Saturday,
Sunday, or legal holiday.

         14.6  PRONOUNS AND PLURALS.  All  pronouns and any  variations  thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or plural
as the identity of the person or persons may require.

         14.7  PRESUMPTION.  This Agreement or any section  thereof shall not be
construed  against any party due to the fact that said  Agreement or any section
thereof was drafted by said party.

         14.8 FURTHER  ACTION.  The parties hereto shall execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.

         14.9  PARTIES IN INTEREST.  Nothing  herein shall be construed to be to
the benefit of any third party,  nor is it intended that any provision  shall be
for the benefit of any third party.

         14.10  SAVINGS  CLAUSE.  If any  provision  of this  Agreement,  or the
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

                                         THE TIREX CORPORATION



                                         By /s/ TERENCE C. BYRNE
                                           -------------------------------------
                                           Terence C. Byrne, Chairman and CEO



                                           /s/ MICHAEL ASH
                                           -------------------------------------
                                               Michael Ash

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