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                              THE TIREX CORPORATION

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                              EMPLOYMENT AGREEMENT


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

                                                             (the "Corporation")

                                       and

                              John L. Threshie, Jr.
                              38 Cours du Fleuve
                              Ile-des-Soeurs
                              Quebec, Canada   H3E 1X1

                                                               (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 Corporation desires to employ the Executive as its chief
executive 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.
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                                       2

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".

         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 November 23rd, 1999.

         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
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                                       3

         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.

         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

         During the term of this Agreement, the Executive agrees to be employed
by the Corporation and to serve as its President and Chief Executive Officer and
the Corporation agrees to employ and retain the Executive in such capacity. The
Executive was also appointed a member of the Board of Directors of the
Corporation without further compensation as such.
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                                       4

4        Extent of Services

         The Executive shall devote his entire working time, attention and
energies to the performance of his duties and shall not be engaged in any other
business activity, whether or not pursued for gain, without the consent of the
Company. The Executive may invest his personal assets in such form or manner as
will not require services on his part. 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 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

         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.

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 twenty-five thousand US dollars (US$125,000)
                  per annum payable in twelve (12) equal monthly instalments of
                  $10,416.67, subject to annual review and increase, as the
                  Board of Directors shall determine.

         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. As a sign up consideration,
                  2,500,000 shares of the Corporation are issued to the
                  Executive as fully paid, as at the Effective date.

         6.3      Additional Benefits. During the term of this Agreement, the
                  Executive shall be entitled to the following fringe benefits:
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                                       5

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

                  6.3.3  Automobile. The Executive shall be compensated for the
                  use of his automobile at the rate of 0.54(cent) 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).

         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
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                                       6

                  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.

         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.
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                                        7

         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.

         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
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                                       8

                  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 and/or Director, from
                  and after November 23rd, 2000 (in the event that the
                  termination occurs before November 23rd 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,
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                                       9

                  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 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.
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                                       10

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
Director, 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.

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:

                                        John L. Threshie, Jr.
                                        38 Cours du Fleuve
                                        Ile-des-Soeurs
                                        Quebec, Canada   H3E 1X1

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.
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                                       11


         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.

         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.

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MONTREAL,         25th      OF              July                            2000
          -----------------    ---------------------------------------------




                                               THE TIREX CORPORATION




                                               By /s/ LOUIS V. MURO
                                                  ------------------------------
                                                  Louis V. Muro



                                                  /s/ JOHN L. THRESHIE, JR.
                                                  ------------------------------
                                                  John L. Threshie, Jr