THE TIREX CORPORATION


                              EMPLOYMENT AGREEMENT

By and between:
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The Tirex Corporation                                    Michael D.A. Ash.
3828 St-Patrick                                          310 montee Sabourin
Montreal                           and                   St-Bruno
Quebec, Canada                                           Quebec, Canada
H4E 1A4                                                  J3V 4P6
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(the "Corporation")                                      (the "Executive")


         * Unless context necessarily implies otherwise, all references herein
to the Corporation shall be to The Tirex Corporation, The Tirex Corporation
Canada Inc., Tirex Canada R&D Inc. and all other corporations, partnership, or
other entities, now or in the future controlled by, under common control with,
or in control of, The Tirex Corporation, jointly and severally.

Whereas the Executive has been employed by the Corporation since January 11,
1999 both as a direct employee and from September 24, 1999 to December 31, 2000
under a consulting agreement, and has since February 11, 1999 occupied the
position of Secretary-Treasurer and Chief Financial Officer of the Corporation,
and

Whereas, the Corporation desires to employ the Executive as Secretary-Treasurer
and Chief Financial Officer to serve in such position and the Executive is
willing to accept such employment with the Corporation on the following terms
and conditions.

Now therefore, it is agreed:

1    Preamble

         The preamble shall form an integral part hereof.

2    Definitions

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

         2.1.     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 2.3, 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".

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                                       2

         2.2.     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 thirty (30)
                  days written notice thereof from the Executive to the
                  Corporation.

         2.3.     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 1st, 2000, (ii) has been a member of that Board of
                  Directors for the two (2) 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.

         2.4.     Effective Date shall mean January 1, 2001.

         2.5.     Termination For Cause shall mean termination by the
                  Corporation of the Executive's employment by the Corporation
                  by reason of the Executive's wilful dishonesty towards, fraud
                  upon, or deliberate injury or attempted injury to, the
                  Corporation or by reason of the Executive's wilful 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
                  "wilful" 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
                  (in 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 twenty (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 7.9 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.

         2.6.     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
                  2.1 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 non-compliance
                  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 7.9 hereof (and for purposes of this
                  Agreement no such purported termination shall be effective).

         2.7.     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 2.1.

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                                       3

         2.8.     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 2.1.

         2.9.     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.

3    Employment

         3.1      During the term of this Agreement, the Executive agrees to be
                  employed by the Corporation and to serve as its
                  Secretary-Treasurer and Chief Financial Officer and the
                  Corporation agrees to employ and retain the Executive in such
                  capacity.

4    Extent of Services

         4.1      With the exception of reasonable periods of time to permit the
                  Executive to manage his own consulting practice, operating
                  under the names Ashbyrne Investments Inc., Ashbyrne
                  Consultants Inc. and Cove Investmetns Ltd., of which Tirex is
                  aware and consents to, the Executive shall devote most of his
                  working time, attention and energies to the performance of his
                  duties and shall not be engaged in any other business activity
                  other than as noted above, whether or not pursued for gain,
                  without the consent of the Company. The Executive shall at all
                  times faithfully and to the best of his ability perform his
                  duties under this Agreement. The duties shall be rendered at
                  either the office of Ashbyrne Investments Inc. or at the
                  Corporation's office in Montreal, Quebec, or at such other
                  place or places and at such times as the needs of the
                  Corporation may from time-to-time dictate.

5    Term

         5.1      The term of this Agreement shall be deemed to have begun on
                  the Effective Date, and shall continue for the three (3) year
                  period which commenced on the Effective Date and shall end on
                  December 31, 2003. The Agreement shall thereafter be extended
                  for additional periods of one (1) year unless one party
                  notifies the other of its intention not to extend the
                  Agreement, at least four (4) months before the end of the
                  initial term or of any subsequent extension term.

         5.2      The parties mutually agree that each party to this Agreement
                  shall have the right to review this Agreement annually and,
                  subject to Articles 7.3, 7.8 and 8.1 following, to propose
                  modifications thereto.

6    Salary, Benefits and Bonus Compensation

         6.1      Base Salary. As payment for the services to be rendered by the
                  Executive as provided in Sections 3 and 4, 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 thousand US dollars (US$100,000) per annum
                  payable in twelve (12) equal monthly instalments of $8,333.33,
                  subject to annual review and increase, as the Board of
                  Directors shall determine. Should the time spent on Tirex
                  business drop below 75% of a standard forty-hour week, the
                  parties agree to renegotiate the terms of this Agreement.

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                                       4

         6.2      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. Such
                  bonuses shall be paid either in cash or by fully paid up
                  shares of the Corporation.

         6.3      Additional Benefits. During the term of this Agreement, the
                  Executive shall be entitled to the following fringe benefits:

                  6.3.1   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,
                          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
                          planing, 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.

                  6.3.2   Stock Option
                          At the beginning of each year of this Agreement, the
                          Executive shall be granted a two-year option to
                          purchase up to 1,000,000 common shares of the Company.
                          During the first year, the option price will be equal
                          to the lesser of twenty cents (20(cent)) per share or
                          50% of the closing bid price of the day preceding the
                          date the option was exercised. For the second and
                          third years of this Agreement, the options granted to
                          the Executive will be exercisable at a price equal to
                          the lesser of forty cents (40(cent)) per share or 50%
                          of the closing bid price of the day preceding the date
                          the option was exercised for the options applicable to
                          calendar 2002, and at a price equal to the lesser of
                          fifty cents (50(cent)) per share or 50% of the closing
                          bid price of the day preceding the date the option was
                          exercised for the options applicable to calendar 2003.
                          The Executive shall be entitled to exercise the option
                          on a "cashless" basis, under which the actual number
                          of shares to be issued shall be closing bid price of
                          the day preceding the date the option was exercised
                          minus the exercise price multiplied by the number of
                          options exercised.

                  6.3.3    Vacation.
                           The Executive shall be entitled to reasonable
                           vacation time for each year during the term of this
                           Agreement and any extensions thereof.

                  6.3.4    Automobile.
                           The Executive shall be compensated for the use of his
                           automobile at the rate of 0.50 per kilometre which
                           rate shall be increased, at the end of each year,
                           with the increase in the cost of living index
                           (general - all products and services - Montreal
                           region).

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                                       5

         6.4      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.

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 2.5 at
                  any time during the term of this Agreement and shall be
                  effected by written notification to the Executive in
                  accordance with Paragraph 7.9 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 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
                  Corporations' 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 8.1.

         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 7.9 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 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 8.1.

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                                       6

         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
                  of 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.

         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 8.1.

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                                       7

         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 7.9 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
                  his duties hereunder, all to the date of termination, and all
                  severance compensation provided in Paragraph 8.1.

         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.

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 by a
                  Termination Other Than for Cause pursuant to Paragraph 7.2, by
                  a Termination for Good Reason pursuant to Paragraph 7.3, by a
                  Termination upon a Change in Control pursuant to Paragraph
                  7.7, or by a Constructive Termination pursuant to Paragraph
                  7.8, the Executive shall be paid as severance compensation
                  twice the amount of his yearly Base Salary at the rate payable
                  at the time of such termination. In addition to the above
                  Severance Compensation, the Executive shall be entitled to an
                  additional amount equivalent to four (4) months of his Base
                  Salary at the rate payable at the time of such termination,
                  for each year of service to the Corporation, as Executive from
                  and after February 11th, 1999 (in the event that the
                  termination occurs before January 1st of any given year, the
                  additional Severance Compensation of four (4) months per year
                  shall be prorated for the number of months elapsed. 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
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                                       8

                  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
                  7.1, or termination by reason of the Executive's Disability or
                  Death pursuant to Paragraphs 7.4 or 7.5, or Voluntary
                  Termination pursuant to Paragraph 7.6 hereof, neither the
                  Executive nor his estate shall be paid any severance
                  compensation.

9        Confidentiality

         9.1      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.

         9.2      The Executive acknowledges that he will develop and be exposed
                  to information that is or will be confidential and proprietary
                  to the Corporation. The information includes customer lists,
                  technology designs, plans and information, marketing plans,
                  pricing data, product plans, software, and other intangible
                  information. Such information shall be deemed confidential to
                  the extent not generally known within the trade. The Executive
                  agrees to make use of such information only in the performance
                  of his duties under this Agreement to maintain such
                  information in confidence and to disclose the information only
                  to persons with a need to know.

10       Withholdings

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

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 all laws applicable for any act or omission of the
         Executive, either in his capacity of employee or of Officer, 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 laws. Such indemnification shall apply for whatever cause of
         action, instituted by any person whatsoever.

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                                       9

12       Notices

         Any notices permitted or required under this Agreement shall be
         delivered by hand, certified mail, or recognised overnight courier, in
         all cases with written proof or receipt required, addressed to the
         parties as set forth below and shall be deemed given upon receipt

         to the Corporation at:

                                        The Tirex Corporation
                                        3828 St-Patrick
                                        Montreal
                                        Quebec, Canada H4E 1A4

         to the Executive at:

                                        Michael Ash
                                        310 montee Sabourin
                                        St-Bruno
                                        Quebec, Canada   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 Province of Quebec.

14       General

         15.1     Titles and Captions.
                  All sections, 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     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.

         15.5     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.
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                                       10

         15.6     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.

         15.7     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.

         15.8     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.

         15.9     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.


Signed this 26th          day of   May     , 2001, in Montreal, Quebec, Canada
           ---------------        ---------

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For and on behalf of                              For and on behalf of
The Tirex Corporation                             The Executive
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/s/ JOHN L. THRESHIE, JR.                         /s/ MICHAEL D.A. ASH

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John L Threshie, jr                               Michael D.A. Ash
President & CEO
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