THE TIREX CORPORATION


                              CONSULTING AGREEMENT


                  Consulting Agreement, made this 28th day of May, 2001, to be
effective June 1, 2001 (the "Effective Date") between The Tirex Corporation, a
corporation incorporated under the laws of Delaware (the "Corporation"), and
Michel Babeu, 124 de L'Estan, Lachenaie, Quebec, Canada J6W 5Z9 (the
"Consultant").

         Whereas, since the Effective Date, the Consultant has been providing to
the Corporation, on the terms set forth herein, the consulting services
described in Section 2, of this Agreement;

         Whereas, the Corporation wishes to assure itself of the continued
services of the Consultant for the period provided in this Agreement, and the
Consultant is willing to provide his services to the Corporation for the said
period under the terms and conditions hereinafter provided.

         Now, Therefore, Witnesseth, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:


1.  Employment

         The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation as
a consultant in connection with the operation of certain aspects of the business
and affairs of the Corporation, for the four-month period, renewable, which
commenced as of the Effective Date and will end on September 30, 2001. The
period during which Consultant has, and will continue to, serve in such capacity
shall be deemed the "Engagement Period" and shall hereinafter be referred to as
such.


2.  Consulting Services

         The services which the Consultant has rendered since the Effective Date
have included, and will, during the balance of the Engagement Period, include,
the rendering of advice, opinions, "hands-on" assistance, and, in some cases,
effectuation of, the following:

         i)       identify equipment for rubber size reduction and fibre
                  removal;
         ii)      assist in overall equipment integration.

         All such services are to be performed only upon the authorization from
President of the Corporation. The Consultant shall have the sole discretion as

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to the form, manner and place in which the said consulting services shall be
rendered. The Consultant shall, by this agreement, be prevented and barred from
rendering services of the same or similar nature, as herein described, or
services of any nature whatsoever, for or in behalf of persons, in the same
business of the Corporation, firms or corporations other than the Corporation
which are in competition with the Corporation.


3.  Compensation

         As compensation for all consulting services rendered by the Consultant
during the Engagement Period pursuant to this Agreement, the Corporation shall
pay the Consultant at the rate of US $ 40.00 per hour and will issue to the
Consultant:

         (a)      a total of one hundred thousand shares (100,000) of the common
                  stock, $.001 par value, of the Corporation, for a per share
                  purchase price of $.001, payment of which, by valuable
                  services rendered, is hereby acknowledged.


4.  Secrets

         Consultant agrees that any trade secrets or any other like information
of value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.


6.  Assignment

         This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business; provided, however, that the purchaser

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shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall obtain between such assignee and himself with
the same force and effect as if said Agreement had been made with such assignee
in the first instance. This Agreement is personal to the Consultant and shall
not be assigned without written consent of the Corporation.


7.  Entire Understanding

         This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.


8.  Survival of Certain Agreements

         The covenants and agreements set forth in Articles 4 and 5, hereof and,
to the extent applicable, the covenants and agreements set forth in Article 3
hereof, shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.


9.  Notices

         9.1 All notices required or permitted to be given hereunder 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 as evidenced by written and dated
receipt of the receiving party.

         9.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:

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

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         9.3 Any notice to Consultant shall be addressed as follows:

                                    Michel Babeu
                                    124 de L'Estan
                                    Lachenaie, Quebec
                                    Canada J6W 5Z9

         9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.


10.  Applicable Law

         This Agreement shall be interpreted and enforced in accordance with the
laws of Canada.


11.  Interpretation

         Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.


11.  Prior Agreements

         This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.

         In Witness Whereof, the parties hereto have executed the above
Agreement as of the day and year first above written.

                                        THE TIREX CORPORATION



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



                                        By /s/ MICHEL BABEU
                                           -------------------------------------
                                           Michel Babeu, Consultant

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