THE TIREX CORPORATION

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                               EXECUTIVE AGREEMENT

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         THIS EXECUTIVE AGREEMENT (the "Agreement") is made and entered into as
of this 23rd day of July, 1998 by and between The Tirex Corporation, a Delaware
corporation (the "Corporation"), and Louis Sanzaro ("the Executive").

         WHEREAS, the Corporation desires to employ the Executive as its Vice
President-in-charge of Operations, to serve in such position as its Chief
Operations Officer 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, since October 1995, the Corporation and the Executive have had
an acknowledged understanding and agreement that the Executive would hold the
position sole and exclusive distributor of the Corporation's cryogenic scrap
tire disintegration system (the "TCS-1") in North America and that pursuant to
his serving in such capacity, the Executive would be entitled to receive a
commission of 10% of the total lease/purchase price on all sales by the
Corporation of TCS-1's in North America.

         WHEREAS, in connection with its retention of the Executive pursuant to
this Agreement, the Corporation has required and the executive has agreed to
give up all rights to any commissions on sales of TCS-1's made heretofore in
North America and to forego all future rights which he may have had to serve as
sole and exclusive distributor of TCS-1's in North America or to receive any
commissions on any sales of TCS-1's made by the Corporation in North America
heretofore or hereafter.

         WHEREAS, the Corporation is in its very early stage of development,
with very limited assets, income, operations, and financial resources on hand to
finance the development of its technology and the commencement of operations.
Its future financial prospects and position 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 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.


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         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 Tirex Corporation and Tirex
Canada Inc., and all other corporations, partnerships, or other entities, now or
in the future controlled by, under common control with, or in control of, The
Tirex 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      "CONSTRUCTIVE TERMINATION" shall mean termination by the
Corporation of the Executive's employment by reason of material breach of this
Agreement by the Corporation, such "Constructive Termination" to be effective
upon 30 days written notice thereof from the Executive to the Corporation.

         1.3      "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.

         1.4      "EFFECTIVE DATE"  shall mean June 15, 1998.


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         1.5      TERMINATION FOR CAUSE" shall mean termination by the
Corporation of the Executive's employment by the Corporation 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. For purposes of this paragraph, no act, or failure to act, on the
Executive's part shall be considered "willful" or "deliberate" unless done, or
omitted to be done, by him not in good faith and without reasonable belief that
his action or omission was in the best interest of 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.

         1.6      "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 Company, (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 Chief Executive Officer 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).

         1.7      "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) and shall include "Constructive Termination", as that
term is defined in Paragraph 1.2.

         1.8      "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.

         1.9      "VOLUNTARY TERMINATION" shall mean termination by the
Executive of the Executive's employment by the Corporation other than (i)
Constructive Termination, (ii) Termination Upon a Change in Control, (iii)
Termination for Good Reason, and (iv) termination by reason of the Executive's
death or disability as described in Paragraphs 7.4 and 7.5.

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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 its Vice President in Charge of Operations,
serving in such positions as the Corporation's Chief Operations Officer 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

         The Executive shall devote his full business time, energy, and skills
to the affairs of the Corporation, reporting solely and exclusively to its
President, and at all times during the term of this Agreement the Executive
shall have powers and duties at least commensurate with his position as Chief
Operations Officer.

         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 position 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 positions
shall be subject to review by the Corporation's Board of Directors, providing
however, that such Board shall not prohibit any such activities unless such
potential material conflict shall exist.


4.       TERM OF EMPLOYMENT

         The term of employment of the Executive by the Corporation shall be for
a period of four (4) 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.       RELEASE OF RIGHTS

         In consideration for the Corporation's entering into this Agreement on
the terms set forth herein, the Executive, intending to be legally bound hereby,
does hereby remise, release, discharge, indemnify and hold harmless the
Corporation, and each shareholder, officer, director and employee of the
Corporation, of and from all manner of actions and causes of action, suits,
debts, dues, accounts, bonds, wages, benefits, covenants, contracts, agreements,
judgments, claims and demands whatsoever in law or in equity, and including
without limitation all such actions, claims and demands, etc. arising out of,
being based upon, or being in any way connected with or related to any
arrangements, agreements, promises, understandings or discussions between the

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Corporation and the Executive with respect to or in any way connected with the
Executive's past, present, or future rights to serve as a distributor of TCS-1
Systems in North America or to receive commissions of any kind in connection
with sales of TCS-1 Systems heretofore or hereafter made by the Company in North
America.


6.       SALARY, BENEFITS AND BONUS COMPENSATION

         6.1 SIGNING BONUS. In consideration of the Executive's agreeing to
discontinue his other business activities in order to enter into this agreement,
the Corporation will issue to the Executive, upon execution of this Agreement,
500,000 shares of the common stock of The Tirex Corporation.

         6.2 BASE 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 a "Base Salary" for the twelve (12) calendar months beginning the
Effective Date at the rate of one hundred seventy-five thousand dollars
($175,000) per annum payable in 52 equal weekly installments subject to annual
review and increase, as the board of directors shall determine.

         6.3  COMPENSATION SHARES IN LIEU OF CASH PAYMENTS. Notwithstanding
the requirements of Paragraph 6.2, above, the Executive and the Corporation
agree and acknowledge that:

         6.3.1 As at the date hereof and for the foreseeable future, the
Corporation does not and will not have the financial resources to pay more than
one thousand United States dollars (US $1,000) per week of the Base Salary and
that, therefore, the Corporation's obligation to pay the balance of the Base
Salary will be satisfied by the issuance to the Executive of shares of the
common stock of The Tirex Corporation ("Compensation Shares"), which
compensation shares shall constitute compensation pursuant to the terms of this
Executive Agreement.

         6.3.2 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.

         6.3.3 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 Tirex 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 Electronic Bulletin Board of the NASD or such other public market
in the United States in which the common stock of the Tirex Corporation shall
then be traded.

         6.3.4 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.


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         6.4 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.

         6.5 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 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 Executive in his
                           sole discretion.

         6.6 COMPENSATION FOR RELEASE OF RIGHTS. In consideration for the
release of rights hereinabove given by the Executive, as set forth in Section 5
of this Agreement, the Corporation shall issue to the Executive, upon execution
of this Agreement, two million, five hundred thousand (2,500,000) shares of its
common stock, $.001 par value.

         6.7 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.

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7.       TERMINATION

         7.1 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 play 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 shall not be paid any other
compensation or reimbursement of any kind.

         7.2 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
7.1.

         7.3 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 7.1.

         7.4 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

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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.

         7.5 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.

         7.6 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
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.

         7.7 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 7.1.

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         7.8 CONSTRUCTIVE TERMINATION. The Executive may give notice to the
Corporation that the Corporation has effected a Constructive Termination of the
Executive's employment by reason of the Corporation's material breach of this
Agreement, by written notification to the Corporation in accordance with
Paragraph 6.9, below. Upon the effectiveness of any Constructive Termination 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 her
duties hereunder, all to the date of termination, and all severance compensation
provided in Paragraph 7.1.

         7.9 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.


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8.       SEVERANCE COMPENSATION

         8.1 SEVERANCE COMPENSATION IN THE EVENT OF: TERMINATION OTHER THAN FOR
CAUSE PURSUANT TO PARAGRAPH 7.2; TERMINATION FOR GOOD REASON PURSUANT TO
PARAGRAPH 7.3; TERMINATION UPON A CHANGE IN CONTROL PURSUANT TO PARAGRAPH 7.7;
OR A CONSTRUCTIVE TERMINATION PURSUANT TO PARAGRAPH 7.8. In the event the
Executive's employment is terminated in a termination: Other Than for Cause
pursuant to Paragraph 7.2; for Good Reason pursuant to Paragraph 7.3; a Change
in Control pursuant to Paragraph 7.7; or a Constructive Termination pursuant to
Paragraph 7.8, the Executive shall be paid as severance compensation twice the
amount of his Base Salary (at the rate payable at the time of such termination),
for a period of twelve (12) months from the date of such termination.
Notwithstanding anything in this Paragraph to the contrary, 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 flow of cash payments that would
otherwise be paid to the Executive pursuant to this Paragraph. The Executive
shall also be entitled to an accelerated vesting of any awards granted to the
Executive under the Corporation's Stock Option Plan or any other employee or to
the extent provided in the stock executive compensation plans then in effect,
stock option or other affiliated agreement, if any, entered into 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 rights under such plans,
including any perquisites provided under this Agreement, though the remaining
term of this Agreement; 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 the
Stock Restriction Agreement, attached as Exhibit "A" hereto, which stock shall
be fully registered under a Form S-8 registration statement, if available to the
Corporation, or if such Form shall not be available to the Corporation, the
Corporation shall immediately take steps to register such shares with the
Securities and Exchange Commission on such Form of registration statement as
shall then be available to the Corporation, including without limitation Form
S-1.

         8.2 NO SEVERANCE COMPENSATION UPON OTHER TERMINATION. In the event of
Termination For Cause pursuant to Paragraph 6.1, or termination by reason of the
Executive's Disability or Death pursuant to Paragraphs 6.4 or 6.5, or Voluntary
Termination pursuant to Paragraph 6.6 hereof, neither the Executive nor his
estate shall not be paid any severance compensation.

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9.       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.

10.      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.

11.      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.

12.      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.


13.      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:


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


addressed to the Executive at:


                              Louis V. Sanzaro
                              1497 Lakewood Road
                              Toms River, NJ 08755


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


14.      LAW GOVERNING

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



15.      GENERAL


         15.1 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.

         15.2 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.

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

         15.4 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.

         15.5 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.

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         15.6 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.

         15.7 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.

         15.8 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.

         15.9 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.

         15.10 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, President



                                               /s/ LOUIS V. SANZARO
                                               ---------------------------------
                                                   Louis V. Sanzaro

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