CONSULTING SERVICES' AGREEMENT


It is hereby agreed by: 3143619 Canada Inc./Tirex America Inc. (the clients) and
Trident  Educational  Services,  Inc.  (the  consultant)  that the clients offer
exclusive  mandate to Trident as  consultants  to conduct  feasibility  studies,
prepare  business plans and to procure project  financing for various aspects of
development,  manufacturing and marketing of Tirex's Tire Recycling Machines and
to provide technical, legal, accounting and management assistance as required.

The consultants  will provide  written  proposals for major pieces of work to be
undertaken  including  time and cost  estimates.  Consultants  will also  accept
verbal requests from  authorized  personnel from the client's  organization  for
different advice and tasks. For such items,  billing will be on time and expense
basis.

The consultant will respect the  confidentiality of the information  provided to
them  by the  clients;  however  will  be  free  to  divulge  it to  appropriate
persons/organizations  working  towards the  fulfillment of the financing,  e.g.
bankers, subcontractors, Govt. officers, employees, etc.

The consultant's fee would be $200/hour for senior  associates and approximately
$100/hour  average  of  all  personnel  for  major  projects  unless  negotiated
otherwise. All local taxes and disbursements are extra.

The  consultant's  success  fee for  project  financing  would be based upon the
actual amounts  arranged.  The fee for the grants* would be 15%, for other forms
of investment  would be 6%. These fees are exclusive of any other  disbursements
such as brokerage, legal, accounting,  registration fees, etc. incurred in order
to complete  the  financing.  The clients will be  responsible  for the fees and
expenses if they fail to accept the  financing  or  terminate  the  mandate.  (*
"Grant",  in  this  case  includes  all  non-repayable  contributions  including
taxcredits, interest-free loans, etc., received by the companies during the life
of the project.)

Consultant's proposals,  submitted for specific projects, are for the evaluation
purposes only by the client.  Such proposals by the  consultants,  copied in any
manner and utilized for any purposes other than they were submitted for.

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The client  agrees to  respect  the  confidentiality  and  exclusiveness  of the
sources of funds,  contacts  etc.,  introduced to them by the  consultants.  Any
business or financing  done  through  them or through  their direct and indirect
contacts, directly or indirectly,  would be deemed to have been done through the
consultants for the purposes of commissions, fees, etc.

Mandate to  consultants  will  always be  exclusive  and all fees are subject to
local taxes and become due at the time of signing the financing agreement.

The  parties  agree to have this  agreement  drafted  in English  language;  Les
parties soussignee consentent que ce document soit redige en anglais

Signed on this 15th March 1996.




3143619 CANADA/TIREX AMERICA, INC.            TRIDENT EDUCATIONAL SERVICES, INC.


/s/ John Threshie                             /s/ Fateh S. Chohan
-----------------                             -------------------
    JOHN THRESHIE                                 FATEH S. CHOHAN

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