EXHIBIT 10(kkkk)


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                              ---------------------

                               TIREX AMERICA INC.

                              ---------------------

                     EQUIPMENT LEASE AND PURCHASE AGREEMENT

         Equipment Lease and Purchase Agreement, made, as of the 29th day of May
1997, between:

                               Oceans Tire Recycling & Processing
                               Co., Inc., a New Jersey Corporation
                               1497 Lakewood Road
                               Toms River, N.J. 08755
    
                                                            (the "Operator")
                                       and

                               Tirex America Inc.
                               3767 Thimens, Suite 207
                               Ville St. Laurent
                               Quebec, Canada H4R 1W4

                                                            (the "Manufacturer")

1. DEFINITIONS

         1.1 "Acceptance Date" shall mean the first day following the completion
of the Test Period.

         1.2  "Anticipated  Delivery Date" shall mean September 15, 1997 or such
other date as the parties hereto shall mutually agree.

         1.3  "Leased  Proprietary  Equipment"  shall mean all of the  following
constituent,   integral  parts  of  the  TCS-1  System  and  all  substitutions,
replacements,  and  improvements,  and all repair and  renewal  parts  installed
therein,  as specified  in the plans and  specifications  therefor,  attached as
Schedule 1.3 hereto:

          (a)  the  disintegration  system  including  but  not  limited  to all
               grinders contained therein, and

          (b)  the separation systems, including but not limited to:


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                (i)    a magnetic separator;
                (ii)   a fiber/crumb separator;
                (iii)  fiber collector
                (iv)   crumb rubber sizing system; and
                (v)    all integrated conveyance and exit belts, chutes, and 
                       other components

         1.4  "Maintenance  Agreement"  shall mean the maintenance  agreement of
even date herewith  between the  Manufacturer  and the Operator  respecting  the
maintenance of the TCS-1 System.

         1.5 "Manufacturer" shall mean Tirex America Inc. 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, Tirex America
Inc., jointly and severally.

         1.6  "Non  Proprietary  Equipment"  shall  mean  all of  the  following
constituent, integral parts of the TCS-1 System:

          (a)  all bailing systems contained in the TCS-1 System,  including all
               associated  ancillary  equipment and  conveyance  and exit belts,
               chutes and/or other components combined or integrated  therewith,
               as specified in the pertinent plans and specifications therefore;
               and

          (b)  freezing  chambers and cryogenic  systems and all  substitutions,
               replacements,  and improvements, and all repair and renewal parts
               installed  therein,  as specified in the plans and specifications
               therefore, attached as Schedule 1.6 (b).

         1.7 "Operator" shall mean Oceans Tire Recycling & Processing Co., Inc.,
a New Jersey  Corporation  owned 87.5% by Ocean  Utility  Contracting,  Inc. and
12.5%  by  Bentley  Environmental  Engineering  Sources,  Inc.,  and  all  other
corporations,  partnerships,  or other entities, now or in the future controlled
by, under common control with, or in control of, Ocean Utility  Contracting Inc.
or  Bentley  Environmental  Engineering  Sources,  Inc.,  or either one of them,
jointly and severally.

         1.8  "Proprietary  Front-End  System"  shall  mean  the  manufacturer's
proprietary front-end tire preparation system, all substitutions,  replacements,
and  improvements,  and all repair  and  renewal  parts  installed  therein,  as
specified  in the plans and  specifications  therefor,  attached as Schedule 1.8
hereto.

         1.9 "Purchased  Equipment" shall mean the Proprietary  Front-End System
and the NonLeased Proprietary Equipment,  as those terms are defined in Sections
1.8 and 1.6 (b), collectively.

         1.10 "Site" shall mean the  Operator's  premises at 1497 Lakewood Road,
Tom's River, NJ 08755.


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         1.11 "TCS-1 System" shall mean the Manufacturer's proprietary cryogenic
tire  disintegration  system,  patent  pending,  consisting  of the  Proprietary
Front-End  System,  the  Nonproprietary  Equipment  and the  Leased  Proprietary
Equipment,  as  specified in the plans and  specifications  attached as Schedule
1.3,  1.6  (b),  and  1.8  hereto  and  all  substitutions,   replacements,  and
improvements, and all repair and renewal parts installed therein.

         1.12  "Test  Period"  shall  mean a three (3) day  period  which  shall
commence within ten (10) business days after  completion of the  installation of
the TCS-1 System,  during which Test Period,  the TCS-1 System shall be operated
continually  for up to 12  hours  per  day  exclusive  of any  time  devoted  to
adjustments and acclamation.

2. RECITALS

Whereas:

         2.1  The  Manufacturer  has  invented,   built,  and  patented  (patent
pending),  and is the sole and exclusive owner, directly or indirectly,  through
one or more subsidiaries, of all right title and interest in the TCS-1 System.

         2.2 The Operator is a New Jersey  Corporation,  87.5% of which is owned
by Ocean  Utility  Contracting,  Inc.  and  12.5%  of which is owned by  Bentley
Environmental  Engineering  Sources,  Inc;  The  Operator  was  organized by its
shareholders for the principal purpose of commercially  exploiting,  directly or
indirectly, through one or more subsidiaries, the TCS-1 System by purchasing the
Purchased Equipment, leasing the Leased Proprietary Equipment, and operating the
TCS-1 System.

         2.3 The  Manufacturer  and the Operator's  affiliate Ocean Venture III,
Inc. are parties to a certain Letter Agreement,  dated October 5, 1995,  between
them (the  "Letter  Agreement")  respecting  the  purchase  and/or  lease by the
Operator of a TCS-1 System from the Manufacturer.

         2.4 The  parties  hereto wish to  terminate  the Letter  Agreement  and
restate the terms and conditions of the transactions  contemplated  therein this
Equipment  purchase and Lease  Agreement in  accordance  with Section 20 of this
agreement.

3.   AGREEMENT FOR PURCHASE AND SALE OF  PROPRIETARY FRONT-END
     AND  NON PROPRIETARY EQUIPMENT

3.1 Purchase and Sale

         The Operator agrees to purchase,  and the Manufacturer  agrees to sell,
the Proprietary Front-End System and the Non Proprietary  Equipment,  as defined
in Sections 1.6 and 1.8, above (collectively, the "Purchased Equipment"), above,
in accordance with the terms and conditions


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of this Agreement.  The Operator may at its election take title to the Purchased
Equipment in a wholly owned  subsidiary  corporation to be formed by it for such
purpose.  Such  election by the  Operator  shall  nowise  modify,  diminish,  or
otherwise affect the Operator's  liability  hereunder to the  Manufacturer.  The
purchase and payment for the Purchased Equipment by the Operator,  and the sale,
assignment, transfer, and delivery thereof by the Manufacturer, shall take place
subject to the fulfillment of the conditions hereinafter provided.

3.2 Purchase Price

         The purchase price for the Purchased  Equipment (the "Purchase Price"),
installed and set in operation pursuant to Section 7 and 8 hereof,  shall be the
sum of one million,  two hundred twenty-five  thousand United States dollars (US
$1,225,000), FOB Montreal, which shall be deemed allocated as follows:

         (a)      Freezing Chamber and
                   Cryogenic Systems                          US $  810,000

         (b)      Front End Tire
                   Preparation and
                   Bailing Systems                                  415,000
                                                            ---------------
                                                     Total    US $1,225,000

3.3 Payment Terms

         The Purchase  Price shall be paid by the  Operator to the  Manufacturer
through financing arrangements which Ocean Utility Contracting, Inc. and Bentley
Environmental Engineering Sources, Inc. have entered into with Blockwell Funding
Corp.,  which provide for Blockwell's  advancement of purchase  financing to the
Operator,  as construction  and delivery  milestones are met, and the Operator's
paying over to the  Manufacturer  all funds  released by Blockwell,  immediately
upon release.

4.   AGREEMENT FOR OPERATING LEASE OF LEASED PROPRIETARY
     EQUIPMENT

4.1  Agreement to Lease Equipment

         The Manufacturer,  as lessor, and the Operator, as lessee, hereby enter
into an operating lease (the "Lease") for the Leased Proprietary  Equipment,  as
defined in Section 1.3 above, subject to the following terms and conditions:


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4.2 Term of the Lease

         4.2.1 The term of the Lease  shall be sixty (60) months  commencing  on
the Acceptance date.

         4.2.2 At the expiration of the full original term hereof, if this Lease
has remained in effect and the Operator has duly  performed all its  obligations
thereunder  during the entire such term, then the Operator shall have the option
to either:

         (a)  Obtain a new  lease  agreement  in the form then  being  generally
              offered by the Operator to the trade with renewal terms, as agreed
              by the parties;

         (b)  Continue to use the same equipment installed hereunder and thereby
              extend  the term of this  Lease  at a  reduced  rental  rate of US
              $8,770 per month for a period of one year with further  successive
              automatic  one-year  extensions subject to either party's right to
              terminate  this Lease at the end of any extension year by at least
              90 days prior written notice of termination of the other; or

         (c)  Request that the Manufacturer  exercise its right of first refusal
              to repurchase the Purchased  Equipment pursuant to Section 13.1 of
              this Agreement,  in which event the Manufacturer shall have thirty
              (30) days to  either:  (i) notify  the  Operator  of its intent to
              repurchase the Purchased  Equipment and, within sixty (60) days of
              such notice,  effectuate  such repurchase and thereupon enter upon
              the premises where the said TCS-1 System is located and remove the
              entire   TCS-1  System  from  the   Operator's   premises  at  the
              Manufacturer's  expense,  or (ii) notify the Operator that it does
              not intend to  repurchase  the  Purchased  Equipment  and,  within
              thirty (30) days of such notice, enter upon the premises where the
              TCS-1 System is located, take possession of the Leased Proprietary
              Equipment  without  previous  demand or notice and  without  legal
              process,  retrieve the Leased Proprietary Equipment from the TCS-1
              System  and  remove  the  Leased  Proprietary  Equipment  from the
              Operator's premises at the Manufacturer's expense.


4.3 Rent Payments

         4.3.1  The  Operator  shall  pay to  the  Manufacturer  monthly  rental
payments (the "Rent Payments") for the Leased Proprietary  Equipment at the rate
of eight  thousand  seven hundred and seventy  United States dollars (US $8,770)
per month, payable in advance, as follows:

         (a)  the  Rent  Payment  for the  first  30-day  period  (the  "Set-Off
              Period")  following the Acceptance  Date shall be paid by way of a
              set-off in the amount of US $8,770 against the deposit  heretofore
              paid by the Operator;


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         (b)  the Rent Payment for the period (the "Partial-Month Period") which
              commences on the first day following  the Set-Off  Period and ends
              on the last day of the calendar month in which such  Partial-Month
              Period  falls,  will be  payable  in cash on the first day of such
              Partial-Month Period, on a pro rata basis.

         (c)  Normal  monthly  Rent  Payments of US $8,770 will  commence and be
              payable  on the  first  day  of  the  first  full  calendar  month
              following the Partial-Month Period.

EXAMPLE:

         Acceptance Date:                September 15th

         Set-Off Period:                 September 16th through October 15th.

         Partial-Month
          Period:                        October 15th through October 31st, 
                                         with Rent Payment in the amount of 
                                         $4,385 due and payable on October 15th.

         Commencement of Regular        November  1st,  with normal  monthly  
          Monthly Rental Payments       Rent Payment of $8,770 due and payable 
                                        on such date.

         4.3.2 In the event of that  payment of any Rent  Payment is made by the
Operator  more than ten (10) days  after the date when such  payment  shall have
been due, the Operator shall pay a late charge of one and a half percent (1.5 %)
of the  entire  amount  of such  Rent  Payment  for  every  month in which  such
delinquency occurs or continues.

5. TITLE TO EQUIPMENT

5.1 Title to Purchased Equipment

         5.1.1 Title to the Purchased  Equipment shall pass to the Operator upon
payment in full of the  balance of the  Purchase  Price,  due on the  Acceptance
Date.

         5.1.2 No rights to any plans or  designs  respecting  the TCS-1  System
shall pass to the Operator and the Operator shall not copy,  reproduce,  design,
or build, or cause,  assist, or suffer to be copied,  reproduced,  designed,  or
built by any other person, firm, or corporation any equipment in any way similar
to, or based upon, the design or structure of the TCS-1 System.


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5.2 Title to Leased Proprietary Equipment

         5.2.1 The Leased  Proprietary  Equipment  shall at all times remain the
sole and exclusive  property of the  Manufacturer  (which  reserves the right to
assign or encumber the Leased Proprietary Equipment) and the Operator shall have
no right,  title, or interest to the Leased  Proprietary  Equipment but only the
right to use such Equipment under this Lease. The Leased  Proprietary  Equipment
shall not be transferred or sublet by the Operator to any other person,  firm or
corporation,   the  Operator  shall  not  permit  any  other  person,  firm,  or
corporation to use the Leased Proprietary Equipment,  and this agreement may not
be assigned by the Operator either by its own act or by operation of law.

         5.2.2 The Leased  Proprietary  Equipment shall remain personal property
and  shall not be  deemed  otherwise  by  reason  of  becoming  attached  to the
premises.

         5.2.3 The Manufacturer shall have the right at any time or from time to
time to modify  the  Leased  Proprietary  Equipment  in a manner  which will not
lessen the utility of the Leased Proprietary Equipment;

         5.2.4 The Operator shall not enter into, remove, tamper with, or breach
the security of, the Leased Proprietary Equipment.  The Operator shall not copy,
reproduce,  design,  or  build,  or  cause,  assist,  or  suffer  to be  copied,
reproduced,  designed,  or built by any other person,  firm, or corporation  any
equipment  in any way similar to, or based upon,  the design or structure of the
Leased  Proprietary  Equipment,  or of any part thereof.  The Operator shall not
permit any Leased Proprietary  Equipment to be abused, not permit the removal of
any descriptions, instructions, warnings plate or markings, or other writings of
any kind whatsoever put on the Leased Proprietary Equipment by the Manufacturer,
nor attach anything to or remove anything from the Leased Proprietary Equipment.

         5.2.5 In accordance  with the terms of the Maintenance  Agreement,  the
Operator will not allow any repairs to the TCS-1 or  replacement  of parts to be
done by any person or persons except technicians authorized by the Manufacturer.

         5.2.6 The Operator agrees that, in  consideration  of the  Manufacturer
entering into this Lease, it will not move the TCS-1 System, of which the Leased
Proprietary  Equipment  forms a part,  to any  location  outside of the state in
which the Site is located  or  outside of a fifty (50) mile  radius of the Site,
without the prior written consent of the Manufacturer.

6. SITE PREPARATION

6.1 Site Plan Specifications

         Within   thirty  (30)  days  of  execution  of  this   Agreement,   the
Manufacturer will furnish to the Operator "Site Plan Specifications"  respecting
the electrical, ventilation, water supply and


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disposal, and any other specifications required at the site for the installation
and operation of the TCS-1 System.

6.2 Preparation of Site

         6.2.1 Prior to the Delivery and  installation of the TCS-1 System,  the
Operator shall make, at its own expense,  all  alterations to and changes in its
premises and equipment required to bring the site into complete conformance with
the  above  referenced  Site  Plan  Specifications,  with  respect  to which the
Operator shall obtain all necessary permissions and inspections, and which shall
include  but not be limited to making any  required  structural  changes and the
installation of:

         (a)  electrical  equipment and power lines up to the electrical  inputs
              or control boxes  attached to the TCS-1  System,  as designated on
              the Site Plan Specifications;

         (b)  water supply  sources and  equipment up to the water inflow points
              designated on the Site Plan Specifications;

         (c)  water  drainage and disposal  sites and  equipment  from the water
              outflow points designated on the Site Plan Specifications;

         (d)  air  ventilation  sources and  equipment as designated on the Site
              Plan Specifications

6.3 Notice to Inspect

         6.3.1  The  Operator  shall,  not  later  than one  month  prior to the
anticipated  Delivery Date, give written notice to the Manufacturer (the "Notice
to  Inspect")  that:  (i )  preparation  of the  site for the  installation  and
operation  of the  TCS-1 has been  completed  in  accordance  with the Site Plan
Specifications  and (ii)  all  applicable  governmental  regulations  have  been
complied  with and all  required  permits,  licenses,  and  standards  have been
obtained or met (together with copies of all documentary  evidence  thereof) and
request  that  the  Manufacturer  inspect  the  site in  order  to  confirm  the
foregoing.

6.4 Manufacturer's Right to Inspect Site

         6.4.1The  Manufacturer  shall  have the right,  at any time  within two
weeks of its  receipt of the Notice to  Inspect,  to inspect the site and notify
the  Operator  in  writing  (the  "Notice  of  Approval")  that  the  Site is in
conformance with the Site Plan  Specifications  and that all legal  requirements
have been met.

         6.4.2 In the event that,  after  inspecting the Site, the  Manufacturer
determines that the Site is not in conformance with the Site Plan Specifications
or that any legal requirements have not


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been  met,  then the  Manufacturer  shall  have the  right to  require  that the
Operator  make any and all changes or additions  required to bring the Site into
such conformance, at the sole expense of the Operator prior to the Delivery Date
and to  reschedule  the Delivery  Date after all such  changes or additions  are
completed  and/or all legal  requirements  are complied with. In such event, the
Operator  shall,  upon  completion of the required  changes or  additions,  give
written notice to the Manufacturer ("Notice to Re-inspect") that such changes or
additions have been made in accordance with the  Manufacturer's  instructions or
governmental  regulations and that the Site is in complete  conformance with the
Site Plan Specifications and all applicable regulations.  The Manufacturer shall
have the right,  within two weeks of its receipt of such Notice to reinspect the
Site.  Such  procedures  may be  repeated,  and the  Manufacturer  shall have no
obligation to deliver the TCS-1  System,  until the  Manufacturer  confirms upon
inspection  that the Site is in conformance  with the Site Plan  Specifications,
all  governmental  regulations  are  complied  with,  and the  Delivery  Date is
rescheduled in accordance with this Paragraph 6.4.2.

7. DELIVERY AND INSTALLATION

7.1 Delivery

         7.1.1 If, by a date not later than fifteen  business  days prior to the
Anticipated  Delivery  Date,  the Site is in  conformance  with  the  Site  Plan
Specifications  and all  legal  requirements  have been met in  accordance  with
Section 6.4, above, then the Manufacturer  shall deliver the TCS-1 System to the
Site on or before the  Anticipated  Delivery  Date set forth in  Paragraph  1.2,
above.

         7.1.2 In the event that the Operator shall not meet the requirements of
Paragraph  7.1.1,  above,  for delivery not later than the Anticipated  Delivery
Date,  then,   within  ten  business  days  of  the  date  when  the  Site  Plan
Specifications  and all legal requirements have been met, the Manufacturer shall
reschedule a new delivery date,  which new delivery date shall not be later than
fourteen months from the date of such rescheduling.

         7.1.3 Delivery  shall be made F.O.B.  Montreal,  Canada.  The equipment
comprising the TCS-1 System shall be placed in suitably protected containers the
nature of which shall be determined by the Manufacturer.  The Operator shall pay
all  costs  of  transportation  and  delivery  of  the  TCS-1  System  from  the
Manufacturer's plant in Montreal to the Site.

         7.1.4 In the  event  that  delivery  of the TCS-1  System,  or any part
thereof,  for a period not  exceeding  sixty (60) days,  shall be  prevented  by
causes  beyond the control of the Seller,  including  but not limited to acts of
God, labor troubles, failure of essential means of transportation, or changes in
policy  with  respect  to  exports  or  otherwise  by  the   government  of  the
jurisdiction  in which the  Operator  is  located,  the  Delivery  Date shall be
rescheduled  after  all of such  causes  have  been  eliminated.  In the  event,
however,  that such  nondelivery  continues  after  such  extended  period,  the
Operator and the Manufacturer shall each have the right to cancel this agreement
by written notice, and in such case there shall be no obligation or liability on
the part of either party with respect to such undelivered equipment.


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7.2 Installation

         7.2.1  Within 5 days of the  delivery of the TCS-1  System to the Site,
the  Manufacturer  shall,  at its own  expense,  install the TCS-1 System at the
Site.

         7.2.2 Upon installation,  the TCS-1 System shall be in complete working
order  and  shall  consist  of  the  Nonproprietary  Equipment  and  the  Leased
Proprietary Equipment, as specified in the plans and specifications set forth in
Schedules 1.3,1.6 (b, and 1.8 hereto.

8. EQUIPMENT TESTING AND OPERATOR'S ACCEPTANCE

8.1 Notice of Availability for Testing

         Upon  completion of the  installation  of the TCS-1 System at the Site,
the Manufacturer shall give the Operator written notice that the TCS-1 System is
available for testing operations.

8.2 Test Period

         8.2.1  Immediately  upon giving  notice to the Operator  that the TCS-1
System is available for testing  operations,  the Manufacturer shall, within ten
business  days,  at its own  expense,  provide  a  technical  representative  to
supervise  the  operation of the TCS-1 for a period of three (3) days (the "Test
Period").  During the Test Period,  the TCS-1 System shall operate in accordance
with the specifications set forth in Schedule 8.2 hereto,  continually for up to
12 hours per day.

         8.2.2 All power,  fuel, light,  water, oil, or other necessary supplies
and all necessary personnel (other than the engineering  technician furnished by
the  Manufacturer)  for the successful  operation of the TCS-1 System,  shall be
provided by the Operator.

         8.2.3 The Manufacturer shall furnish to the Operator all data regarding
the TCS-1  System in order to enable the Operator to operate such System and, in
addition to the training to be provided  pursuant to the Maintenance  Agreement,
the  Manufacturer  shall,  during the Test  Period,  instruct  at least 2 of the
Operator's employees with respect to the operation, and operating maintenance of
the TCS-1 System,  and use reasonable  care in training such employee,  provided
that if in the  Manufacturer's  sole  opinion  any  employee  is not  adequately
qualified, the Operator shall designate another of its employees to receive such
instruction.


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8.3 Acceptance

         8.3.1  Unless  the  TCS-1,  or any  part of it,  fails  to  operate  in
accordance  with the  specifications  set  forth in  Schedule  8.2  hereto,  the
Manufacturer's  offer to sell the NonLeased  Proprietary  Equipment and to lease
the Leased Proprietary  Equipment to the Operator shall  automatically be deemed
to have been  accepted by the Operator as of the  Acceptance  Date,  which shall
occur on the first day  following  the  completion  of the Test  Period  and the
Operator shall have no right to revoke such acceptance for any reason.

         8.3.2 If the TCS-1,  or any part of it, fails to operate in  accordance
with the specifications set forth in Schedule 8.2 hereto, the Manufacturer shall
have 30 days in which to cure the problems  responsible for such failure.  Costs
of all parts and labor  required to bring the TCS-1 into full working  condition
shall be borne by the  Manufacture  unless the failure to operate in  accordance
with the specifications set forth in Schedule 8.2. shall have been caused by any
act or failure to act on the part of the  Operator or its  personnel,  including
but not  limited to the failure of the  Operator  to have  brought the Site into
conformance with the Site Plan Specifications.

         8.3.3 Upon  written  notice to the  Operator  that the  problems  which
caused the TCS-1  System to fail to operate as  required  during the Test Period
have been  cured,  the  Manufacturer  shall,  at the  request  of the  Operator,
commence  a second  Test  Period  for up to three  (3) days,  in which  case the
acceptance  criteria of Paragraph 8.2.1 shall pertain to such second Test Period
(or any subsequent Test Period) with the same force and effect as to the initial
Test Period.

9.  RISK OF LOSS

         9.1 The risk of loss,  injury, or destruction of the Leased Proprietary
Equipment from any cause whatsoever, except negligence or willful destruction by
the  Operator  shall be borne by the  Manufacturer  during the term of the Lease
therefor provided hereunder.

         9.2  The  risk  of  loss,  injury,  or  destruction  of  the  NonLeased
Proprietary  Equipment from any cause  whatsoever,  except negligence or willful
destruction by the Operator shall be borne by the Manufacturer  only until title
passes to the Operator.

         9.3 Any loss,  injury,  or destruction to the TCS-1, or any part of it,
after title to the  Nonproprietary  Equipment passes to the Operator,  shall not
serve in any manner to release the Operator from the  obligation to pay the Rent
Payments provided for Section 4.3, above.


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10.      REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE
         MANUFACTURER

         The  Manufacturer  hereby  represents,  warrants,  and covenants to the
Operator, as follows:

10.1 Corporate Status

         Tirex America Inc. is (i) duly organized corporation,  validly existing
and in good  standing  under  the laws of the State of  Delaware;  (ii) has full
power to own all of its  properties  and  carry on its  business;  and  (iii) is
qualified  to do business as a foreign  entity in each of the  jurisdictions  in
which it operates, if any, unless the character of the properties owned by it or
the  nature  of the  business  transacted  by it,  does not  make  qualification
necessary in any other jurisdiction or jurisdictions.

10.2 Corporate Action

         Prior to the date hereof,  the board of  directors of the  Manufacturer
has duly  adopted  resolutions  approving  the  execution  and  delivery  to the
Manufacturer  of this Agreement and authorizing and consenting to each and every
one of the terms, warranties,  representations,  covenants and conditions herein
contained.

10.3 Patents

         10.3.1 The  Manufacturer  has applied for a patent in the United States
and Canada for the Disintegration  System forming part of the Leased Proprietary
Equipment.  The  Manufacturer is the sole owner of such patent  application and,
upon the granting of a patent in respect thereof,  the Manufacturer shall be the
sole owner of such patent and of all rights thereunder.

         10.3.2 The Manufacturer shall defend, to the best of its ability and at
its own expense,  all actions,  suits,  or  proceedings  instituted  against the
Operator  insofar  as the same  are  based on any  claims  that the said  Leased
Proprietary Equipment,  or any part thereof,  constitutes an infringement of any
patent of the United States or Canada and shall  indemnify the Operator  against
all damages, costs, and expenses which the Operator may incur as a result of any
action which may be brought or  threatened  against the Operator with respect to
the equipment covered by such patent, provided that:

         (a)  The Manufacturer  shall have the right at any time or from time to
              time to modify the TCS-1  System in a manner which will not lessen
              the utility thereof;

         (b)  The Operator gives the Manufacturer immediate notice in writing of
              the institution of the action, suit, or proceeding and permits the
              Manufacturer, through its


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              counsel,   to  defend  same,  and  gives  the   Manufacturer   all
              information,  assistance, and authority to enable the Manufacturer
              to do; and

         (c)  The  Operator  has made no change of any kind in the TCS-1  System
              without   obtaining   the   prior   written   permission   of  the
              Manufacturer.

         10.3.3 When information is brought to the attention of the Manufacturer
or the Operator that others are  unlawfully  infringing on the patents  covering
the machine,  the Manufacturer  shall prosecute  diligently any infringer at the
Manufacturer's own expense.

10.4  Warranties

         Subject  to  any  default  on  the  part  of  the  Operator  under  the
Maintenance Agreement,  the Manufacturer warrants that the TCS-1 will conform to
the descriptions  contained in Schedules 1.3, 1.6 (b), and 1.8. The Manufacturer
further  warrants the TCS-1 System against  defects in workmanship and materials
or  failure  to  perform  in  accordance  with the  specifications  set forth in
Schedule 8.2 for one year after the Acceptance Date. No other representations or
warranties  have been made by the  Manufacturer  or relied upon by the Buyer. If
any defects in the  Manufacturer's  work or materials are discovered  within one
year of delivery  the Operator  shall give notice  within seven (7) days of such
discovery. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES.

11. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE OPERATOR

         The  Operator  hereby  represents,   warrants,  and  covenants  to  the
Manufacturer, as follows:

11.1 Corporate Status of Ocean Utility Contracting Inc.

         Ocean Utility  Contracting  Inc. is (i) a duly  organized  Corporation,
validly existing and in good standing under the laws of the State of New Jersey;
(ii) has full power to own all of its properties and carry on its business;  and
(iii)  is  qualified  to  do  business  as a  foreign  entity  in  each  of  the
jurisdictions  in  which  it  operates,  if any,  unless  the  character  of the
properties owned by it or the nature of the business  transacted by it, does not
make qualification necessary in any other jurisdiction or jurisdictions.

11.2 Corporate Status of Bentley Environmental Engineering Sources Inc.

         Bentley Environmental  Engineering Sources Inc. is (i) a duly organized
Corporation,  validly  existing and in good standing under the laws of the State
of Oklahoma;  (ii) has full power to own all of its  properties and carry on its
business; and (iii) is qualified to do business as a


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foreign entity in each of the jurisdictions in which it operates, if any, unless
the  character  of the  properties  owned by it or the  nature  of the  business
transacted  by  it,  does  not  make   qualification   necessary  in  any  other
jurisdiction or jurisdictions.

11.3     Financial Condition of the Operator

         The books and records of the  Operator  are  complete  and accurate and
fairly  present the  financial  condition  and the results of  operations of the
Operator as of the date hereof. There are no material liabilities,  either fixed
or  contingent,  not reflected in such books and records other than contracts or
obligations in the ordinary and usual course of business;  and no such contracts
or  obligations  in the  usual  course  of  business  constitute  liens or other
liabilities  which,  if  disclosed,  would  alter  substantially  the  financial
condition of the Operator as reflected in such books and records.

11.4     Defaults and Conflicts

         There are no defaults on the part of the Operator  under any  contract,
lease, mortgage, pledge, credit agreement,  title retention agreement,  security
agreement,  lien,  encumbrance or any other commitment,  contract,  agreement or
undertaking  to which the Operator is a party.  The execution of this  Agreement
will not violate or breach any material  agreement,  contract,  or commitment to
which the Operator is a party.

11.5     Corporate Action

         Prior to the date  hereof,  the boards of directors of the Operator has
duly  adopted   resolutions   approving   the  execution  and  delivery  to  the
Manufacturer  of this Agreement and authorizing and consenting to each and every
one of the terms, warranties,  representations,  covenants and conditions herein
contained.

11.6     Insurance and Damage to Equipment

         11.6.1 The  Operator,  at its own cost and  expense,  shall  insure the
Leased Proprietary Equipment against burglary, theft, fire, and vandalism in the
amount of  $500,000,  or such  other  amount  that the  parties  shall  agree is
required for  replacement  costs,  and obtain public  liability  insurance  with
minimum  limits of $500,000 per  occurrence  and  $1,000,000  collectively,  for
bodily  injury  and for  property  damage in such  form and with such  insurance
companies as shall be satisfactory to the Manufacturer.  All insurance  policies
shall name both the Operator and the  Manufacturer as insured parties and copies
of the policies and the receipts for the payment of


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premiums  shall be  furnished  to the  Manufacturer.  Each damage  policy  shall
provide for payment of all losses directly to the  Manufacturer.  Each liability
policy  shall  provide that all losses be paid on behalf of the Operator and the
Manufacturer, as their respective interests appear.

         11.6.2 In the event that the  Operator  shall  fail to comply  with the
provisions  of  Paragraph  11.6.1,  above,  then the  Operator  shall pay to the
Manufacturer an adequate premium in advance per annum to enable the Manufacturer
to insure the Leased Proprietary Equipment and all such insurance policies shall
be held in the custody of the Manufacturer.


         11.6.3  In the  event  that  all or any  part of the  TCS-1  System  is
damaged, due to any cause whatsoever, to the extent that the TCS-1 System is not
useable,  notwithstanding that the Manufacturer may have been partially or fully
compensated for the Leased  Proprietary  Equipment  forming part of such damaged
TCS-1  System  by  way  of  insurance  or  otherwise,   the  Manufacturer  shall
immediately  have  possession of the said Leased  Proprietary  Equipment and the
Manufacturer  may enter upon the  premises  where the TCS-1  System is  located,
remove the Leased  Proprietary  Equipment from the damaged TCS-1 System and take
possession of the said Leased  Proprietary  Equipment without previous demand or
notice and without legal process,  and remove it from the Operator's premises at
the Manufacturer's expense.

11.7     Access

         The  Operator  shall insure that the  Manufacturer,  and its agents and
employees,  shall at all times have free access to the  Operator's  premises for
the purpose of inspecting the Leased Proprietary Equipment and observing its use
and operation, and making alterations,  improvements,  or additions thereto; and
the Operator shall afford all reasonable  facilities  therefor,  and shall allow
the Manufacturer to make such reasonable alterations, improvements, or additions
as the Manufacturer shall deem necessary, at the expense of the Manufacturer.

11.8     Taxes

         The  Operator  shall pay all taxes,  assessments,  penalties,  and fees
which may be levied or assessed on or with  respect to the  installation  of the
TCS-1  System  and,  at all times  during  the term of the  Lease of the  Leased
Proprietary  Equipment,  the Operator shall pay all taxes and assessments  which
may be levied upon or in respect of the TCS-1 System or its operation, and shall
pay any other  liability of any character which may be imposed or incurred as an
incident to the physical possession or operation of such System.

11.9     Compliance with Applicable Law

         The Operator shall provide,  at its own expense,  all requisite permits
and licenses necessary for the installation and operation of the TCS-1 System at
the Site and shall exercise its best


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efforts to maintain its compliance with all applicable federal, state, and local
laws,  statutes,  rules, and regulations and, in the event of any non-compliance
which renders impossible the operation of the Site as a tire recycling facility,
the  Operator  shall  exercise  its best  efforts  to cure  such  non-compliance
promptly.

11.10    Subordination

         Not less than three (3) months prior to the anticipated  Delivery Date,
the  Operator  shall  procure from every owner,  landlord,  mortgagee,  or other
secured party having any interest in the real property on which the TCS-1 System
is to be  installed  or in the  Operator's  place of business  or the  equipment
therein, and deliver to the Manufacturer, a written consent to such installation
and a writing to the effect that the lien of any such mortgage or other interest
is  subordinate  to the rights of the  Manufacturer  with  respect to the Leased
Proprietary Equipment.

11.11    Ancillary Agreements

         11.11.1 The Operator  will,  simultaneously  with the execution of this
Agreement,  and in  consideration  of the premises  and the mutual  promises and
agreements   made  herein,   enter  into  the  following   agreements  with  the
Manufacturer or such person, corporation,  firm, partnership, or other entity as
the Manufacturer shall appoint in its stead:

         (a)      The  Royalty  Agreement,  of even date  herewith,  between the
                  Manufacturer  and the Operator  providing  for the Operator to
                  pay to the Manufacturer a royalty of three percent (3%) of the
                  gross  proceeds  from the sale by the Operator of rubber crumb
                  fiber and steel from scrap tires disintegrated by the Operator
                  through the  utilization of the TCS-1 System,  a copy of which
                  Royalty Agreement is attached as Schedule 11.10(b) hereto; and

         (b)      The Maintenance Agreement, of even date herewith,  between the
                  Operator and the  Manufacturer,  respecting the maintenance of
                  the TCS-1  System,  a copy of which  Maintenance  Agreement is
                  attached as Schedule 11.10(b) hereto.

         11.11.2 In addition, the Operator will, at such time during the term of
the Lease as the  Manufacturer  shall request,  in further  consideration of the
premises and the mutual  promises  and  agreements  made  herein,  enter into an
agreement with the Manufacturer or such person, corporation,  firm, partnership,
or other  entity as the  manufacturer  shall  appoint in its stead,  pursuant to
which the Operator  shall agree to sell up to forty  percent (40%) of the rubber
crumb to the  Manufacturer or such person as the  Manufacturer  shall appoint in
its stead:


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<PAGE>

12.      DEFAULTS

12.1     Default by Manufacturer

         12.1.1  Each of the  following  events  shall be deemed  to  constitute
breach of this  Agreement  and,  unless  cured  within  ninety (90) days,  shall
constitute a default hereunder by the Manufacturer:

         (a)      If at any time prior to the  delivery  of the TCS-1  System to
                  the Site:

                  (i)      The Manufacturer  makes an assignment for the benefit
                           of creditors;

                  (ii)     A voluntary  or  involuntary  petition is filed by or
                           against the Manufacturer under any law having for its
                           purpose  and   adjudication  of  the  Manufacturer  a
                           bankrupt or the  extension of the time of payment of,
                           adjustment  of, or other  arrangement  affecting  the
                           liabilities    of    the    Manufacturer,    or   the
                           reorganization  of the Manufacturer and such petition
                           is not  discharged  or  dismissed  within one hundred
                           twenty (120) days after such petition is filed;

                  (iii)    A  Receiver  is  appointed  for the  property  of the
                           Manufacturer  and  is  not  discharged  or  dismissed
                           within  one  hundred  twenty  (120)  days  after such
                           appointment;

                           or

                  (iv)     Any distress, execution, or attachment is levied upon
                           the  Manufacturer's  property  to the extent that the
                           Manufacturer  is not able to fulfill its  obligations
                           to  deliver  the  TCS-1  within  ninety  (90)  of the
                           anticipated Deliver Date.

         (b)      The  Manufacturer   fails  to  deliver  the  TCS-1  System  in
                  accordance  with the terms and provisions of Section 7, above,
                  within  ninety (90) days of the  Delivery  Date  unless  prior
                  thereto,   the   Operator  has  failed  to  meet  the  payment
                  provisions set forth above in Section 3.3 of this Agreement;


         (c)      The TCS-1 System fails to operate for a full Test (or re-test)
                  Period,  in accordance  with Section 8.2 hereof,  as specified
                  Schedule  8.2 hereto , within  ninety  (90) days from the date
                  the TCS-1 System is actually delivered to the Site.


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<PAGE>

12.2     Default by Operator

         Each of the following  events shall be deemed to  constitute  breach of
this Agreement  and,  unless cured within ninety (90) days,  shall  constitute a
default hereunder by the Operator:

         (a)      The  Operator  fails to make any  payment  required to be made
                  pursuant  to  Sections  3.3 or 4.3 of  this  Agreement  or any
                  payment  required  to  be  made  by  the  Operator  under  the
                  Maintenance  Agreement  and such failure to make payment shall
                  have  continued  for a period of ten (10) days  after  written
                  notice from the Manufacturer;

         (b)      The Operator  refuses to accept or allow the  Manufacturer  to
                  install or test the TCS-1 System in  accordance  with Sections
                  7.2, 8.2, and 8.3 of this Agreement, notwithstanding that such
                  System has been:  (i)  delivered to the  Operator's  Site on a
                  timely basis or (ii)  delivered to the Site and has  performed
                  in accordance  with the  specifications  set forth in Schedule
                  8.2 hereof for the prescribed Test Period;

         (c)      The Operator makes an assignment for the benefit of creditors;

         (d)      A voluntary or involuntary petition is filed by or against the
                  Operator under any law having for its purpose and adjudication
                  of the  Operator a bankrupt  or the  extension  of the time of
                  payment of, adjustment of, or other arrangement  affecting the
                  liabilities  of the  Operator,  or the  reorganization  of the
                  Operator  and such  petition is not  discharged  or  dismissed
                  within one hundred  twenty  (120) days after such  petition is
                  filed;

         (e)      A Receiver is appointed for the property of the Operator;

         (f)      Any  distress,  execution,  or  attachment  is levied upon the
                  machines or the Operator's property; or

         (g)      The  Operator  fails to  faithfully  and fully comply with the
                  terms and  provisions of Section 5.2 of this  Agreement,  with
                  any such failure deemed to be an irremediable  material breach
                  of this Agreement immediately upon its occurrence.

         (h)      The Operator fails to faithfully and fully perform each of its
                  obligations under the Maintenance  Agreement and fails to cure
                  such breach  within the time  period  specified  therein  with
                  respect to such failure.

12.3     Remedies Available to the Operator upon Default by Manufacturer

         If the Manufacture  shall be in default  pursuant to Paragraphs  12.1.1
(a), (b), or (c) of this  Agreement,  unless such default shall have been caused
by any act or  failure  to act on the  part of the  Operator  or its  personnel,
including but not limited to the failure of the Operator to have


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brought  the  Site  into  conformance  with the Site  Plan  Specifications,  the
Operator  shall  have the right to rescind  this  agreement  by serving  written
notice  ("Notice of  Rescission")  upon the  Manufacturer.  In such  event,  the
Manufacturer  shall, at its own expense,  remove the TCS-1 System not later than
forty-five  (45) days following its receipt of such Notice of Rescission and all
monies theretofore paid by the Operator to the Manufacturer  pursuant to Section
4.3, above, shall be returned by the Manufacturer to the Operator.

12.4     Remedies Available to the Manufacturer upon Default by the Operator

         12.4.1 The  Operator  acknowledges  and  agrees  that its breach of any
provision contained in Section 5.2 of this Agreement will cause irreparable harm
to the Manufacturer. The Operator therefore agrees that, if it is alleged by the
Manufacturer  that the  Operator or any of the  Operator's  affiliates,  agents,
employees,  or associates  has breached,  or is  attempting  or  threatening  to
breach,  any provision  contained  hereinabove in the said Section 5.2, then the
Manufacturer  shall have the right to obtain from any court or arbitrator having
jurisdiction,  such equitable  relief as may be appropriate,  including a decree
enjoining  the  Operator  from any further such breach of such  provisions,  and
enjoining  the Operator  from engaging in the tire  recycling  business,  either
directly or indirectly  through or in association  with any other person,  firm,
corporation, or organization during the term of this Agreement.

         12.4.2  In  the  event  of  any  default  by the  Operator  under  this
Agreement,  the Manufacturer may at its option, at any time thereafter terminate
this Agreement by written notice ("Notice of Termination"),  given in Accordance
with Section 16 hereof. such termination may be made effective, at the option of
the Manufacturer,  simultaneously with or at any time after the happening of any
such default.

         12.4.3 Upon any  termination of this Agreement prior to payment in full
of the entire  Purchase  Price of US  $2,250,000  for  Purchased  Equipment,  in
accordance  with the terms of Section 3.3 of this  Agreement,  the  Manufacturer
shall  immediately  have  possession  of  the  entire  TCS-1  System,   and  the
Manufacturer may enter upon the premises where the said TCS-1 System is located,
take  possession  of it  without  previous  demand or notice and  without  legal
process, and remove it from the Operator's premises at the Operator's expense.

         12.4.4 Upon any  termination of this Agreement after payment in full of
the entire Purchase Price of US $ 2,250,000 for the Purchased Equipment has been
made by the Operator,  the Manufacturer shall immediately have possession of the
Leased  Proprietary  Equipment and the  Manufacturer may enter upon the premises
where the TCS-1 System is located,  remove the Leased Proprietary Equipment from
the said TCS-1 System and take  possession of the Leased  Proprietary  Equipment
without previous demand or notice and without legal process,  and remove it from
the Operator's premises at the Operator's expense.

         12.4.5 The  Operator  acknowledges  and agrees  that any refusal on its
part to permit the  Manufacturer  to enter its  premises  and remove  either the
TCS-1 System or the Leased Proprietary


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<PAGE>

Equipment in accordance  with Paragraph  12.4.3 or 12.4.4 of this Agreement will
cause irreparable harm to the Manufacturer.  The Operator  therefore agrees that
in the event of any such refusal on its part,  the  Manufacturer  shall have the
right to obtain from any court or arbitrator having jurisdiction, such equitable
relief as may be appropriate, including a decree enjoining the Operator from any
further such refusal of entry and removal.

         12.4.6  In the  event  of any  default  by the  Operator  prior  to the
Acceptance Date, the Manufacturer shall be entitled to damages including but not
limited to  retention  of the full deposit paid by the Operator and all costs of
delivering and removing and re-delivering the TCS- 1 System.

         12.4.7 In the event of any default by the Operator after the Acceptance
Date or pursuant to Paragraph 12.2(b) of this Agreement,  the Manufacturer shall
be  entitled  to damages  including  but not  limited to  retention  of the full
deposit  paid  by the  Operator,  all  costs  of  delivering  and  removing  and
re-delivering  the TCS-1  System,  and  damages  for the  Operator's  failure to
perform  for  the  full  term  of the  Lease  provided  in  Section  4.2 of this
Agreement,  including but not limited to immediate payment of the balance of all
Rent Payments due under the full term of the Lease,

         12.4.8 In the event of any default on the part of the Operator pursuant
to Paragraphs 12.2(a) or 12.2(b) of this Agreement,  the Manufacturer shall have
the right to allow the  Operator,  for a period of sixty (60) days,  to obtain a
buyer for the TCS-1 System,  satisfactory to the  Manufacture,  provided however
that, unless  specifically  waived in writing by the Manufacturer,  the Operator
shall continue  liable under this Agreement lease for the full term of the Lease
provided for in Section 4.2 of this Agreement.

         12.4.9 In the event of any  default  on the part of the  Operator,  the
Manufacturer  shall not be deemed to have waived any of its rights  hereunder by
reason of its failure to assert its rights or its failure to take  cognizance of
such breach.

         12.4.10 The foregoing  remedies  provided herein for the benefit of the
Manufacturer  shall not be exclusive  but in addition to any other  remedies the
Manufacturer  may have by virtue of the  breach  by the  Operator,  in law or in
equity,  from any court or arbitration  proceeding having jurisdiction over such
matter.

13. OPERATOR'S SALE OF NONLEASED PROPRIETARY EQUIPMENT

13.1 Manufacturer's Right to Retrieve Leased Proprietary Equipment Prior to Sale

         In the event  that,  during or after the term of the Lease  provided in
Section 4.2 of this Agreement, the Operator wishes to divest itself of the TCS-1
System,  pursuant to the  discontinuance  of its  business,  or  otherwise,  the
Operator  will give to the  Manufacturer  written  notice to that effect and the
Manufacturer shall have all rights of entry and removal provided


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above in Paragraphs  12.4.4 and 12.4.5 of this Agreement,  provided however that
in addition  to such  rights,  if such event shall occur  during the term of the
said  Lease,  the  Manufacturer  shall  also have the rights  provided  to it in
Paragraph 12.4.7 of this Agreement.

13.2     Manufacturer's Right of First Refusal

         In the event  that,  during or after the term of the Lease  provided in
Section 4.2 of this Agreement, the Operator wishes to divest itself of the TCS-1
System,  pursuant to the  discontinuance  of its  business,  or  otherwise,  the
Operator  will give to the  Manufacturer  written  notice to that effect and the
Manufacturer will have a right of first refusal to repurchase the TCS- 1 System,
at  its  fair  market   value,   within  a  thirty-day   period   following  the
Manufacturer's receipt of such notice;

14.      ASSIGNMENT

         The Operator  shall not transfer,  deliver,  sublease,  or encumber the
Leased Proprietary Equipment to any person,  corporation, or firm, and the Lease
provided in Section 4.2 of this  Agreement  may not be assigned by the  Operator
except with the Manufacturer's express prior written consent.

15.      FAILURE OF PERFORMANCE

         Delays in or failure of  performance  occasioned by war,  fire,  flood,
embargo, car shortage, accident, explosion, expropriation of plant or product by
federal  or state  authority,  or other like  cause  beyond  the  control of the
Manufacturer,  or Act of God, or by strike,  lockout, or other labor trouble, or
inability  to  obtain  sufficient  labor  interfering  with  the  production  or
transportation  of the TCS-1  System,  or any part thereof,  or any  replacement
therefor,  whether because of governmental  action affecting the Manufacturer or
its suppliers, or by any action or proceeding at law or in equity, or otherwise,
shall not subject the Manufacturer to any liability.

16.      NOTICES

         All notices required or permitted to be given hereunder shall be mailed
by certified  mail, or delivered by hand or by recognized  overnight  courier to
the party to whom such notice is required or permitted to be given  hereunder at
the address set forth above for such party,  in all cases with written  proof of
receipt  required.  Any such  notice  shall be deemed to have  been  given  when
received by the party to whom notice is given, as evidenced by written and dated
receipt of the  receiving  party.  Either  party may change the address to which
notice to it is to be  addressed,  by  written  notice to the  other  party,  as
provided herein.


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17.      CONDITIONS PRECEDENT TO MANUFACTURER'S OBLIGATION

         The   obligations  of  the   Manufacturer   hereunder  are  subject  to
fulfillment, prior to the Deliver Date, of the following conditions:

17.1     Truth of Representation

         The  representations  and  warranties  by  or  on  behalf  of  Operator
contained in this  Agreement or in any  document  delivered to the  Manufacturer
pursuant to the provisions  hereof shall be true in all material respects at and
as of the Delivery Date as though such  representations and warranties were made
at and as of such time.

17.2     Compliance with Covenants

         The Operator  shall have  performed  and complied  with all  covenants,
agreements,  and  conditions  required  by this  Agreement  to be  performed  or
complied with by or prior to the Delivery Date.

17.3     Collateral Agreements

         Simultaneously with the execution of this Agreement, the Operator will:

         (a)      enter into the following  agreements with the  Manufacturer or
                  any joint venture to which the Manufacturer is a party:

                  (i)      the  Maintenance  Agreement,   attached  as  Schedule
                           19.1(a) to this Agreement;

                  (ii)     the Royalty  Agreement,  attached as Schedule 19.1(b)
                           to this Agreement; and

                  (iii)    the Rubber  Crumb  Purchase  Agreement,  attached  as
                           Schedule 19.1(c) to this Agreement.

         (b)      furnish the Manufacturer with a copy of the resolutions of the
                  board of directors of the Operator authorizing the Operator to
                  purchase the  NonLeased  Proprietary  Equipment  and lease the
                  Leased  Proprietary   Equipment  pursuant  to  the  terms  and
                  conditions of this Agreement;


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<PAGE>

17.4     Financing Arrangements

         The  Operator  will  deliver  to the  Manufacturer,  not less  than one
hundred  (100) days  prior to the  anticipated  Delivery  Date,  to confirm  the
Delivery  Date,  an  irrevocable  commitment  for  lease  or  letter  of  credit
financing, which commitment shall be:

         (a)      for  the   full   amount   of  the   Purchase   Price  of  the
                  Nonproprietary Equipment then outstanding;

         (b)      subject only to the conditions  that the TCS-1 will consist of
                  Equipment  specified in, and will operate in conformance with,
                  Schedules 1.3, 1.6 (b), and 1.8, and respectively.

18.      ARBITRATION

         All controversies arising out of or relating to this Agreement,  or any
modification thereof, shall be settled by arbitration in New York City, pursuant
to the rules then obtaining of the American Arbitration Association.

19.      BINDING EFFECT.

         19.1 This agreement  shall bind and inure to the benefit of the parties
hereto and their  respective  legal  representatives,  successors  and  assigns,
provided, however, that this Agreement cannot be assigned by the Operator except
in accordance  with Section 14 of this  Agreement.  Nothing herein  expressed or
implied is intended or shall be  construed to confer upon or to give any person,
firm or  corporation  other than the parties hereto and their  respective  legal
representatives,  successors  and  assigns  any rights or  benefits  under or by
reason of this Agreement.

         19.2 All the right,  title, and interest of the Manufacturer  under the
Lease may be enforced by the  Manufacturer,  its  successors,  and assigns.  The
Lease  shall  continue  in full  force and  effect  notwithstanding  the  death,
incapacity, or dissolution of the Operator or the increase,  decrease, or change
in the  personnel of or members of the  Operator,  and shall be binding upon the
Operator  and  the  Operator's  estate,   legal   representatives,   heirs,  and
successors.


                                      200
<PAGE>

20.      TERMINATION OF LETTER AGREEMENT BETWEEN THE MANUFACTURER
         AND OPERATOR'S AFFILIATE

         The parties agree that their mutual execution of this Agreement,  shall
automatically cause the Letter Agreement, dated October 5, 1995, a copy of which
is attached as Schedule 3 hereto,  to be  canceled,  terminated,  void and of no
further force or effect to the end that the parties hereto shall have no further
obligations  or  liabilities  under the said Letter  Agreement,  one against the
other,  and in  consideration  of the agreement of each of the parties  hereto ,
each of the parties does hereby remise, release,  discharge,  indemnify and hold
harmless the other party, and each shareholder,  officer,  director,  affiliate,
associate, agent, and employee of such other party of and from manner of actions
and cause of action,  suits,  debts, dues,  accounts,  bonds,  wages,  benefits,
covenants,  contracts,  agreements,  judgments, claims and demands whatsoever in
law or in equity, an 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 the Letter Agreement.

21.      GENERAL

21.1     Further Assurances

         At any  time,  and  from  time to time,  after  the  execution  of this
Agreement,  each party will execute such  additional  instruments  and take such
action as may be  reasonably  requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

21.2     Waiver

         Any  failure on the part of any party  hereto to comply with any of its
obligations,  agreements or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

21.3     Brokers

         Neither  party has  employed any brokers or finders with regard to this
Agreement, unless otherwise described in writing to all parties hereto.

21.4     Headings

         The section and subsection  headings in this Agreement are inserted for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.


                                      201
<PAGE>

21.5     Governing Law

         This Agreement shall be governed by the laws of the State of Delaware.

21.6     Entire Agreement

         This  Agreement  is  the  entire  agreement  of  the  parties  covering
everything  agreed  upon or  understood  in the  transaction.  There are no oral
promises, conditions, representations,  understandings, interpretations or terms
of any kind as conditions or inducements to the execution hereof.

21.7     Severability

         If any part of this Agreement is deemed to be unenforceable the balance
of this Agreement shall remain in full force and effect.

21.8     Publicity

         All notices to third  parties and all other  publicity  concerning  the
transactions  contemplated  by this  Agreement  shall be  subject  to the  prior
approval of counsel to the Manufacturer.

21.9     Counterparts

         This  Agreement  may be executed in any number of  counterparts  and by
each  party on a  separate  counterpart,  each of  which  when so  executed  and
delivered shall be an original,  but all of which together shall  constitute one
Agreement.


                                      202
<PAGE>

         In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.


                                    TIREX AMERICA INC.



                                    By /s/ Terence C. Byrne
                                      --------------------------------------
                                       Terence C. Byrne, President


                                    OCEANS TIRE RECYCLING & PROCESSING CO., INC.


                                    By /s/ Louis Sanzaro
                                      ---------------------------------------
                                       Louis Sanzaro, President


                                      203
<PAGE>

SCHEDULE 1.8

The proprietary front-end system will consist of:

         (i)      electronic passive measuring and tire counting devices;
         (ii)     one automated steel bead cutter;
         (iii)    one automated vertical debeader;
         (iv)     one automated sidewall/tread separator-cutter;
         (v)      one automated tread size-reduction cutter
         (vi)     one automated sidewall size-reduction cutter
         (vii)    one optional accumulation hopper;
         (viii)   one coalating table
         (ix)     all  associated  ancillary  equipment and  conveyance and exit
                  belts, chutes,  and/or other components combined or integrated
                  with the foregoing, all tire cleaning equipment


                                      204
<PAGE>

(Exhibit to Equipment Lease and Purchase  Agreement with Oceans Tire Recycling &
   Processing Co., Inc.)


                               Tirex America Inc.

                                   ----------

                     RUBBER CRUMB PURCHASE OPTION AGREEMENT

                                   ----------


         Rubber Crumb Purchase Option Agreement, made this 29th day of May 1997,
between:


                               Oceans Tire Recycling & Processing
                               Co., Inc., a New Jersey Corporation
                               1497 Lakewood Road
                               Toms River, N.J.   08755
                               Tel: (908) 914-0372
                               Fax: (908) 914-0373
                                                                (the "Operator")
                                                       and

                               Tirex America Inc.
                               3767 Thimens, Suite 207
                               Ville St. Laurent
                               Quebec, Canada H4R 1W4
                                                            (the "Manufacturer")

         Whereas,  the  Manufacturer  and the  Operator are parties to a certain
equipment  lease and purchase  agreement,  of even date herewith (the "Equipment
Lease and  Purchase  Agreement"),  between  the  Manufacturer  and the  Operator
respecting the sale by the  Manufacturer and the Purchase by the Operator of the
"Nonproprietary Equipment" and the operating lease, between the Manufacturer, as
lessor, and the Operator, as lessee,  respecting the "Proprietary Equipment", as
those terms are defined in the said Equipment Lease and Purchase Agreement.


         Whereas, in consideration for the premises and the mutual promises made
therein,  the Operator has agreed,  pursuant to the Equipment Lease and Purchase
Agreement, to enter into this Option Agreement with the Manufacturer pursuant to
which the Operator hereby grants to the


                                       205

<PAGE>

Manufacturer  the option to  purchase  up to forty  percent  (40%) of the rubber
crumb yielded by the  disintegration of scrap tires in the TCS-1 System which is
the subject of the said  Equipment  Lease and Purchase  Agreement  (the "Subject
TCS-1 System").

         Now, Therefore, it is agreed as follows:

1. Definitions

     1.2  "Manufacturer"  shall mean Tirex America Inc. and its  successors  and
assigns.

     1.3  "Operator"  shall mean Ocean  Utility  Contracting,  Inc.  and Bentley
Environmental   Engineering  Sources,  Inc.,  jointly  and  severally,  and  its
successors and assigns.

     1.4 All other Capitalized terms used herein and not otherwise defined shall
have the  respective  meanings  attributed  thereto in the  Equipment  Lease and
Purchase Agreement.

2. Grant of Option

     The Operator hereby grants to the  Manufacturer an option (the "Option") to
purchase  up to  forty  percent  (40%)  of  the  rubber  crumb  yielded  by  the
disintegration  of scrap tires in the Subject  TCS-1 System (the  "Rubber  Crumb
Output").

3. Term of Option

     The term of the Option  shall be  coextensive  with the life of the Subject
TCS-1 System and shall commence as of the Acceptance Date.

4. Conditions of Option

     The  Manufacturer's  rights to purchase the Rubber Crumb Output pursuant to
this Option shall be subject to fulfillment of the following condition:

          (a)  the  Manufacturer  shall  furnish to the  Operator,  in  writing,
               within  ninety days of the  Acceptance  Date and every six months
               thereafter,  the Manufacturer's  anticipated purchase projections
               (the "Six-Month Projected Purchase Order") specifying the grades,
               types,   and   quantities   of  Rubber  Crumb  Output  which  the
               Manufacturer  commits to  purchase  within the  six-month  period
               following the date of such Projected Purchase Order;


                                       206

<PAGE>

          (b)  the price  specified  in the  Projected  Purchase  Order  will be
               negotiated every six months for a period of six months.

5. Inspection of Books

     Upon written request,  the Manufacturer or his designated agent may examine
the books and  records of the  Operator  insofar as they  relate to this  Option
Agreement. Such examination shall take place at the offices of the  Operator  at
_________________________________________.

6. Assignment

     6.1 This Option  Agreement  may not be assigned by the  Operator  except as
part of the assignment of the Equipment Lease and Purchase Agreement,  which may
only be assigned  pursuant to the express written  consent of the  Manufacturer,
and any such  assignment  shall not  relieve  the  Operator  of its  obligations
hereunder unless expressly waived in writing by the Manufacturer.

     6.2  This  Option  Agreement  may be  transferred,  assigned,  pledged,  or
hypothecated  by the  Manufacture  as  part  of the  sale  of  its  business  or
otherwise.

7. Notices

     All notices  required or permitted to be given hereunder shall be mailed by
certified mail, or delivered by hand or by recognized  overnight  courier to the
party to whom such notice is required or permitted to be given  hereunder at the
address  set forth  above for such  party,  in all cases with  written  proof of
receipt  required.  Any such  notice  shall be deemed to have  been  given  when
received by the party to whom notice is given, as evidenced by written and dated
receipt of the  receiving  party.  Either  party may change the address to which
notice to it is to be  addressed,  by  written  notice to the  other  party,  as
provided herein.

8. Binding Effect.

     8.1 This  Option  Agreement  shall  bind and  inure to the  benefit  of the
parties  hereto  and their  respective  legal  representatives,  successors  and
assigns, provided, however, that this Option Agreement cannot be assigned by the
Operator except in accordance with Section 6.1 hereof.  Nothing herein expressed
or implied  is  intended  or shall be  construed  to confer  upon or to give any
person,  firm or corporation  other than the parties hereto and their respective
legal


                                       207

<PAGE>

representatives,  successors  and  assigns  any rights or  benefits  under or by
reason of this Option Agreement.

     8.2 All the right,  title,  and  interest  of the  Manufacturer  under this
Option  Agreement  may be  enforced by the  Manufacturer,  its  successors,  and
assigns.  This  Option  Agreement  shall  continue  in  full  force  and  effect
notwithstanding  the death,  incapacity,  or  dissolution of the Operator or the
increase,  decrease,  or change in the  personnel of or members of the Operator,
and  shall be  binding  upon  the  Operator  and the  Operator's  estate,  legal
representatives, heirs, and successors.

9. Further Assurances

     At any time, and from time to time,  after the execution of this Agreement,
each party will execute such additional  instruments and take such action as may
be  reasonably  requested by the other party to confirm or perfect  title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.

10. Waiver

     Any  failure  on the part of any party  hereto  to  comply  with any of its
obligations,  agreements or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

11. Brokers

     Neither  party has  employed  any  brokers or finders  with  regard to this
Agreement, unless otherwise described in writing to all parties hereto.

12. Headings

     The section and  subsection  headings in this  Agreement  are  inserted for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.

13. Governing Law

     This Agreement shall be governed by the laws of the State of Delaware.

14. Entire Agreement

     This Agreement and the premises and mutual  promises in the Equipment Lease
and Purchase  Agreement  constitute the entire agreement of the parties covering
everything  agreed upon or understood  with respect to the Option.  There are no
oral promises, conditions,


                                       208

<PAGE>

representations,  understandings,  interpretations  or  terms  of  any  kind  as
conditions or inducements to the execution hereof.

15. Severability

     If any part of this Agreement is deemed to be unenforceable  the balance of
this Agreement shall remain in full force and effect.

16. Publicity

     All  notices  to third  parties  and all  other  publicity  concerning  the
transactions  contemplated  by this  Agreement  shall be  subject  to the  prior
approval of counsel to the Manufacturer.

17. Counterparts

     This  Agreement may be executed in any number of  counterparts  and by each
party on a separate  counterpart,  each of which when so executed and  delivered
shall be an original, but all of which together shall constitute one Agreement.


     In Witness Whereof, the parties hereto have caused this Option Agreement to
be executed the day and year first above written.


                               TIREX AMERICA INC.



                               By   /s/ Terence C. Byrne
                                   ------------------------------------
                                   Terence C. Byrne, President




                               OCEANS TIRE RECYCLING & PROCESSING CO., INC.



                               By /s/ Louis Sanzaro
                                  -------------------------------------
                                   Louis Sanzaro


                                       209

<PAGE>

(Exhibit to Equipment Lease and Purchase Agreement with Oceans Tire Recycling &
 Processing)

                               TIREX AMERICA INC.



                                   ----------

                                ROYALTY AGREEMENT

                                   ----------

         Royalty Agreement, made this 29th day of May 1997, between:


                               Oceans Tire Recycling & Processing
                               Co., Inc., a New Jersey Corporation
                               1497 Lakewood Road
                               Toms River, NJ   08755
                               Tel: (908) 914-0372
                               Fax: (908) 914-0373

                                                                (the "Operator")

                                       and

                               Tirex America Inc.
                               3767 Thimens, Suite 207
                               Ville St. Laurent
                               Quebec, Canada H4R 1W4
                                                            (the "Manufacturer")


     Whereas,  the  Manufacturer  and the  Operator  are  parties  to a  certain
equipment  lease and purchase  agreement,  of even date herewith (the "Equipment
Lease and  Purchase  Agreement"),  between  the  Manufacturer  and the  Operator
respecting the sale by the  Manufacturer and the Purchase by the Operator of the
"Proprietary Front-End System", the "Nonproprietary Equipment"(collectively, the
"Purchased  Equipment") and the operating lease,  between the  Manufacturer,  as
lessor,  and  the  Operator,  as  lessee,  respecting  the  "Leased  Proprietary
Equipment",  as those terms are defined in the said Equipment Lease and Purchase
Agreement.


                                       210

<PAGE>

     Whereas,  in  consideration  for the premises and the mutual  promises made
therein,  the Operator has agreed,  pursuant to the Equipment Lease and Purchase
Agreement,  to enter into this Royalty  Agreement with the Manufacturer  whereby
the Operator will pay to the Manufacturer  certain royalties calculated upon the
gross proceeds from all sales of rubber crumb,  fiber and steel from scrap tires
disintegrated  by the TCS-1  System  which is the subject of the said  Equipment
Lease and Purchase Agreement (the "Subject TCS-1 System"). Now, Therefore, it is
agreed as follows:

1. Definitions

     1.2  "Manufacturer"  shall mean Tirex America Inc. and its  successors  and
assigns.

     1.3  "Operator"  shall mean Ocean  Utility  Contracting,  Inc.  and Bentley
Environmental Engineering Sources Inc., jointly and severally and its successors
and assigns.

     1.4 All other Capitalized terms used herein and not otherwise defined shall
have the  respective  meanings  attributed  thereto in the  Equipment  Lease and
Purchase Agreement.


2. Royalty Fee

     2.1 The Operator shall pay to the Manufacturer,  not more than fifteen (15)
days after the end of each month,  a royalty fee equal to three  percent (3%) of
the gross proceeds from all sales of rubber crumb,  fiber,  and steel from scrap
tires disintegrated by the Subject TCS-1 System (the "Royalty Fee").

     2.2 For purposes of this Royalty Agreement, the term "gross proceeds" shall
mean all  revenues  from the sale of rubber  crumb,  fiber and steel  from scrap
tires disintegrated by the Subject TCS-1 System.


3. Payment Periods

     Royalty Fees shall be reported and paid by the Operator to the Manufacturer
every month from the  Acceptance  Date  throughout the life of the Subject TCS-1
System.


4. Royalty Reports

     The Operator  shall prepare  royalty  reports  ("Royalty  Reports"),  to be
delivered by the Operator to the Manufacturer, together with the Royalty Fee due
thereunder,  covering the immediately preceding month (the"Reporting  Periods"),
in the following manner:


                                       211

<PAGE>

     The initial  Reporting  Period shall be the  Reporting  Period in which the
Acceptance  Date falls.  For example,  if the  Acceptance  Date is September 15,
1997, the initial  Reporting  Period is the two-week  period which  commenced on
September 15, 1997 and ended on September 30, 1997,  and the Royalty  Report and
Royalty Fee for such "Reporting Period" is due on October 15, 1997.

     (b)  Each Royalty  Report shall  disclose the gross revenues from all sales
          of steel,  fiber,  and rubber crumb  produced by the  operation of the
          Subject TCS-1 System and the amount of the Royalty Fee calculated upon
          the gross proceeds therefrom.


5. Inspection of Books

     Upon written request,  the Manufacturer or his designated agent may examine
the books and records of the  Operator  insofar as they  relate to this  Royalty
Agreement. Such examination shall take place at the offices of the  Operator  at
__________________________________.

6. Assignment

     6.1 This Royalty  Agreement  may not be assigned by the Operator  except as
part of the assignment of the Equipment Lease and Purchase Agreement,  which may
only be assigned  pursuant to the express written  consent of the  Manufacturer,
and any such  assignment  shall not  relieve  the  Operator  of its  liabilities
hereunder unless expressly waived in writing by the Manufacturer.

     6.2 This  Royalty  Agreement  may be  transferred,  assigned,  pledged,  or
hypothecated  by the  Manufacture  as  part  of the  sale  of  its  business  or
otherwise.


7. Notices

     All notices  required or permitted to be given hereunder shall be mailed by
certified mail, or delivered by hand or by recognized  overnight  courier to the
party to whom such notice is required or permitted to be given  hereunder at the
address  set forth  above for such  party,  in all cases with  written  proof of
receipt  required.  Any such  notice  shall be deemed to have  been  given  when
received by the party to whom notice is given, as evidenced by written and dated
receipt of the  receiving  party.  Either  party may change the address to which
notice to it is to be  addressed,  by  written  notice to the  other  party,  as
provided herein.


                                       212

<PAGE>

8. Binding Effect.

     8.1 This  Royalty  Agreement  shall  bind and inure to the  benefit  of the
parties  hereto  and their  respective  legal  representatives,  successors  and
assigns,  provided,  however,  that this Royalty Agreement cannot be assigned by
the  Operator  except in  accordance  with  Section 6.1 hereof.  Nothing  herein
expressed or implied is intended or shall be construed to confer upon or to give
any  person,  firm or  corporation  other  than the  parties  hereto  and  their
respective legal representatives,  successors and assigns any rights or benefits
under or by reason of this Royalty Agreement.

     8.2 All the right,  title,  and  interest  of the  Manufacturer  under this
Royalty  Agreement  may be enforced by the  Manufacturer,  its  successors,  and
assigns.  This  Royalty  Agreement  shall  continue  in full  force  and  effect
notwithstanding  the death,  incapacity,  or  dissolution of the Operator or the
increase,  decrease,  or change in the  personnel of or members of the Operator,
and  shall be  binding  upon  the  Operator  and the  Operator's  estate,  legal
representatives, heirs, and successors.


9. Further Assurances

     At any time, and from time to time,  after the execution of this Agreement,
each party will execute such additional  instruments and take such action as may
be  reasonably  requested by the other party to confirm or perfect  title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.

10. Waiver

     Any  failure  on the part of any party  hereto  to  comply  with any of its
obligations,  agreements or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

11. Brokers

     Neither  party has  employed  any  brokers or finders  with  regard to this
Agreement, unless otherwise described in writing to all parties hereto.



                                       213
<PAGE>

12. Headings

     The section and  subsection  headings in this  Agreement  are  inserted for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.

13. Governing Law

     This Agreement shall be governed by the laws of the State of Delaware.

14. Entire Agreement

     This Agreement and the premises and mutual  promises in the Equipment Lease
and Purchase  Agreement  constitute the entire agreement of the parties covering
everything agreed upon or understood with respect to the Royalty Fees. There are
no oral promises, conditions, representations,  understandings,  interpretations
or terms of any kind as conditions or inducements to the execution hereof.

15. Severability

     If any part of this Agreement is deemed to be unenforceable  the balance of
this Agreement shall remain in full force and effect.

16. Publicity

     All  notices  to third  parties  and all  other  publicity  concerning  the
transactions  contemplated  by this  Agreement  shall be  subject  to the  prior
approval of counsel to the Manufacturer.

17. Counterparts

     This  Agreement may be executed in any number of  counterparts  and by each
party on a separate  counterpart,  each of which when so executed and  delivered
shall be an original, but all of which together shall constitute one Agreement.


                                       214

<PAGE>



         In Witness  Whereof,  the  parties  hereto  have  caused  this  Royalty
Agreement to be executed the day and year first above written.


                               TIREX AMERICA INC.



                              By   /s/ Terence C. Byrne
                                   ------------------------------------
                                   Terence C. Byrne, President




                              OCEANS TIRE RECYCLING & PROCESSING CO., INC.



                              By  /s/ Louis Sanzaro
                                  --------------------------------------
                                  Louis Sanzaro



                                       215