EXHIBIT 2 (f)


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<PAGE>

                          AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER, dated as of October 20, 1997, by and between
RPM Incorporated, a Delaware corporation (the "Company"), The Tirex Corporation,
a  Delaware  corporation  (the  "Tirex"),   and  Tirex  Sub,  Inc.,  a  Delaware
corporation ("T-Sub" or the "Purchaser").

      WHEREAS,  the Boards of Directors of the Purchaser,  Tirex and the Company
have  each  determined  that it is in the best  interests  of  their  respective
stockholders  for the  Purchaser  to acquire  all of the issued and  outstanding
shares of the  Company  upon the terms and subject to the  conditions  set forth
herein; and

      WHEREAS,  in furtherance of such  acquisition,  the Boards of Directors of
the  Purchaser,  Tirex,  and the Company  have each  approved  the merger of the
Company with and into the Purchaser in accordance  with the General  Corporation
Law of the State of Delaware  (the "GCL") and on a tax free basis upon the terms
and subject to the conditions set forth herein;

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained,  and intending to be legally bound hereby,  the
Purchaser and the Company hereby agree as follows:

                                    ARTICLE I
                                   THE MERGER

      SECTION  1.01 The  Merger.  Upon the terms and  subject to the  conditions
hereof,  and in  accordance  with the GCL,  the  Company  shall be  merged  (the
"Merger")  with and into the  Purchaser  as soon as  practicable  following  the
satisfaction  or  waiver  of the  conditions  set forth in  Article  VI  hereof.
Following the Merger, the Purchaser shall continue as the surviving  corporation
and the separate corporate existence of the Company shall cease.

      SECTION 1.02 Effective Time. The Merger shall become effective upon filing
with the Delaware  Secretary  of State of a  certificate  of merger  executed in
accordance with the relevant  provisions of the GCL (the time the Merger becomes
effective being the "Effective Time").

      SECTION 1.03 Effects of the Merger.  The Merger shall have the effects set
forth in the GCL. Without limitation,  upon the effectiveness of the Merger: (a)
the separate  existence of the Company  shall  cease;  (b) the  Purchaser as the
surviving  corporation  shall  possess  all of the rights,  privileges,  powers,
immunities,  purposes and  franchises,  both public and private,  of each of the
Company and the  Purchaser;  (c) all real and  personal  property,  tangible and
intangible,  of every kind and  description  belonging  to the  Company  and the
Purchaser shall be


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vested in the  Purchaser as the  surviving  corporation  without  further act or
deed; (d) the Purchaser as the surviving corporation shall be liable for all the
obligations and liabilities of each of the Company and the Purchaser except that
the Company and the  Purchaser  shall each remain liable for and may enforce the
Merger  and any claim  existing  or action or  proceeding  pending by or against
either the  Company  or the  Purchaser  as if the  Merger  had not taken  place.
Notwithstanding  the  foregoing,  the  principal  shareholders  of the  Company,
signatories to the indemnification agreement attached as Schedule 1.3(d) hereto,
will  indemnify  Tirex and the Purchaser and hold Tirex and the  Purchaser,  and
each of them,  harmless  from and against any and all losses,  claims,  damages.
liabilities,  or  obligations  arising out of or in any way  connected  with any
activities of the Company,  or by any person on behalf of the Company,  prior to
the Merger  which  activity  has not been  previously  disclosed to Tirex or the
Purchaser;  (e) Tirex shall fully and absolutely  assume all of the  obligations
under the Debentures (as defined below); and (e) neither the rights of creditors
nor any liens upon or security  interests  in the property of either the Company
or the Purchaser shall be impaired by the Merger.

      SECTION 1.04  Certificate of  Incorporation  and By-Laws.  Without further
action by the Company or the Purchaser,  the  Certificate of  incorporation  and
By-laws of the Purchaser as in effect at the Effective Time shall continue to be
the Certificate of  Incorporation  and By-Laws of the Purchaser as the surviving
corporation.

      SECTION 1.05  Directors.  The  directors of the Purchaser at the Effective
Time shall be the directors of the Purchaser as the surviving  corporation until
their  successors  shall have been duly elected or appointed and qualified.  The
directors of Tirex at the Effective Time shall be the directors of Tirex,  until
their successors shall have been duly elected or appointed and qualified.

      SECTION 1.06 Officers. The officers of the Purchaser at the Effective Time
shall be the officers of the Purchaser as the surviving corporation, until their
successors have been duly appointed.

      SECTION 1.07  Conversion  of Shares.  At the Effective  Time,  each of the
issued and  outstanding  shares of Common Stock,  par value $.001 of the Company
("Company  Common Stock") shall,  by virtue of the Merger and without any action
on the part of the holder  thereof be changed by operation of law into one share
of Common Stock, par value $.001 per share of Tirex ("Tirex Common Stock").

      SECTION 1.08 Shareholders' Consents. Each of the Company and T-Sub, acting
through  their  respective  Boards  of  Directors,   shall  in  accordance  with
applicable  law,  obtain the written consent of the holders of a majority of its
issued and  outstanding  shares  approving this  Agreement and the  transactions
contemplated hereby.

      SECTION 1.09 Filing of Certificate  of Merger.  Upon the terms and subject
to the conditions  hereof, as soon as practicable  following the satisfaction or
waiver of the conditions set forth herein,  the Company and the Purchaser  shall
execute and file a Certificate


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<PAGE>

of Merger in the manner  required by the GCL and the parties  hereto  shall take
all such other and further  actions as may be required by law to make the Merger
effective.  Prior to the filings  referred to in this  Section,  a closing  (the
"Closing") will be held at the offices of Frank J. Hariton,  Esq., New York, New
York  (or  such  other  place as the  parties  may  agree)  for the  purpose  of
confirming all of the foregoing.  The consummation of the Closing is hereinafter
referred to as the "Effective Time".

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

      The Company  represents  and warrants as follows to each of the  Purchaser
and Tirex,  that except as set forth in the Disclosure  Schedule  annexed hereto
(the "Company Disclosure Schedule"):

      SECTION 2.01  Organization.  The Company is a corporation  duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite  corporate  power and authority to own,  lease and operate
its properties and to carry on its business as now being conducted, except where
the  failure to be so  existing  and in good  standing or to have such power and
authority  would not in the  aggregate  have a  material  adverse  effect on the
business  operations or financial condition of the Company taken as a whole. The
Company is not by reason of the  conduct of its  business  or the  ownership  of
property,  or  otherwise,  required to qualify as a foreign  corporation  in any
jurisdiction.  The  Company  has  heretofore  made  available  to the  Purchaser
accurate and complete copies of the Certificate of Incorporation and By-laws, as
currently in effect, of the Company.  The Company has no subsidiaries and is not
a party to any partnership, agency or joint venture agreement.

      For  purposes of this  Agreement,  the term  "subsidiary"  shall mean each
corporation  or other entity in which a corporation  owns or controls,  directly
through one or more  subsidiaries,  any of the stock or other  interests  having
general voting power in the election of directors or persons  performing similar
functions.

      SECTION 2.02  Capitalization.  The authorized capital stock of the Company
consists of  20,000,000  shares of Company  Common  Stock,  par value $.0001 per
share,  of which  3,000,000  shares  (the  "Company  Shares"),  were  issued and
outstanding as of the date hereof and 1,000,000 shares of preferred stock,  none
of  which  have  been  issued  and none of which  shall be  issued  prior to the
Closing.  All of the issued and  outstanding  Company Shares are validly issued,
fully paid and  non-assessable  and free of preemptive rights. Any and all sales
of the 3,000,000  currently  issued and outstanding  Company shares,  which were
issued prior to March 31, 1997, in transactions  exempt from registration  under
the Securities Act of 1933, as amended (the  "Securities  Act").  Except for the
Company  Shares,  there are no shares of capital stock of the Company  issued or
outstanding or any subscriptions,  options, warrants, calls, rights, convertible
securities or other  agreements or commitments  of any character  obligating the
Company to issue,


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transfer,  sell or pay any amount  with  respect to any of its  securities.  The
Company may issue up to an additional 850,000 shares in of common stock prior to
the closing in connection with the private placement  described  herein,  which,
when issued,  shall be deemed to be Company  Common Stock and be converted  into
shares of Tirex Common Stock at the Effective Time on a one for one basis.

      SECTION 2.03 Authority  Relative to this  Agreement.  The Company has full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly  authorized  by the Board of  Directors of the Company and
the  Shareholders of the Company and no other corporate  proceedings on the part
of the Company are necessary to authorize  this  Agreement or to consummate  the
transactions so contemplated.  This Agreement has been duly and validly executed
and delivered by the Company and  constitutes  a valid and binding  agreement of
the  Company,  enforceable  against  the Company in  accordance  with its terms,
subject to the provisions of any bankruptcy,  insolvency,  moratorium or similar
law applicable to the rights of creditors generally.

      SECTION 2.04 No  Violations.  Except for the filing and  recordation  of a
Certificate  of Merger as required  by the GCL and any and all filings  required
under  applicable  state or federal  securities  laws, in the private  placement
described  herein or otherwise,  no filing with,  and no permit,  authorization,
consent or  approval  of, any public  body or  authority  is  necessary  for the
consummation by the Company of the transactions  contemplated by this Agreement,
except for filings, permits, authorizations,  consents or approvals, the failure
to obtain which would not in the aggregate have a material adverse effect on the
financial condition, results of operations or business of the Company taken as a
whole  or  which  would  not  prevent  or  delay  in any  material  respect  the
consummation of the transactions  contemplated hereby. Neither the execution and
delivery of this Agreement by the Company nor the consummation by the Company of
the  transactions  contemplated  hereby nor  compliance  by the Company with any
provisions  hereof  will  (i)  conflict  with or  result  in any  breach  of any
provision of the Certificate of  Incorporation  or By-laws of the Company,  (ii)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
cancellation or acceleration) under, any of the terms,  conditions or provisions
of any note, bond, mortgage,  indenture,  license, lease, contract, agreement or
other instrument or obligation to which the Company is a party or by which it or
its  properties  or  assets  may be bound  or (iii)  violate  any  order,  writ,
injunction,  decree,  statute,  rule or regulation applicable to the Company, or
any of its  properties  or  assets,  except  in the  case of (ii) or  (iii)  for
violations,  breaches  or  defaults  which  would  not in the  aggregate  have a
material  adverse  effect on the financial  condition,  results of operations or
business  of the  Company  and its  subsidiaries  taken as a whole  prior to the
Merger or of the Purchaser or Tirex after the Merger and which would not prevent
or  delay  in  any  material   respect  the  consummation  of  the  transactions
contemplated  hereby  (each of such  effects  being  referred  to as a "Material
Adverse Effect," provided that, for


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the purposes of Article III hereof,  the term "Material Adverse Effect" shall be
deemed  to refer  to the  occurrence  of any  such  event  with  respect  to the
financial  condition,  results of operations or business of the  Purchaser,  and
further provided that, for the purposes of Article IV hereof, the term "Material
Adverse  Effect"  shall be deemed to refer to the  occurrence  of any such event
with respect to the  financial  condition,  results of operations or business of
Tirex).

      SECTION  2.05  Financial  Statements.  Except as set forth on the  Company
Disclosure  Schedule,  the  Company  has never  engaged in any  business or fund
raising activities and has had no income or incurred no liabilities of any kind.
The Company Disclosure  Schedule sets forth a balance sheet of the Company as at
September  30, 1997 (the  "Company  Balance  Sheet").  September  30, 1997 shall
hereinafter  sometimes  be referred to as the Company  Balance  Sheet Date.  The
Purchaser  has  been  advised  that the  Company  has not  retained  independent
accountants  for the  purpose of  conducting  any  audit.  In the event that the
Purchaser  determines  that it requires an audited  financial  statement  of the
Company,  the Purchaser shall prepare the same at its own cost and expense.  The
principals of the Company shall  cooperate with the Purchaser in the preparation
of the such  financial  statements,  but shall  not be  required  to retain  any
professionals or incur any out of pocket expense in connection therewith.

      SECTION 2.06 Properties.

      (a) The  Company's  only property at the time of the Closing shall be cash
and cash equivalents as set forth below in Section 6.01(c) hereof.

      (b) There is no violation of any law,  regulation or ordinance relating to
the  properties  and assets of the  Company  and its  subsidiaries  except  such
violations as would not, in the aggregate, have a Material Adverse Effect.

      SECTION 2.07 No Undisclosed Liabilities. Except as set forth herein and on
the Company Disclosure  Schedule,  the Company has never engaged in any business
or fund raising  activities  and has had no income or incurred no liabilities of
any kind. The Purchaser  acknowledges  that it is aware that the Company and its
principal shareholders, Dr. Eugene Stricker and Mark Schindler have a Consulting
Agreement with Tirex pursuant to which it has provided  business advice to Tirex
and has accrued  and  continues  to accrue fees  payable by Tirex at the rate of
$4,000  per  month.  There  are no  liabilities  of  the  Company  of  any  kind
whatsoever, whether accrued, contingent,  absolute, determined,  determinable or
otherwise,  and there is no existing condition situation or set of circumstances
which could reasonably result in such a liability, other than:

            (a)  liabilities  disclosed or provided  for in the Company  Balance
      Sheet or in the notes thereto;

            (b) liabilities arising under this Agreement; and

            (c) liabilities  which would not, in the aggregate,  have a Material
      Adverse Effect.


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<PAGE>

      SECTION  2.08  Litigation.  There are no actions,  suits,  or  proceedings
pending  against,  or to the  knowledge of the Company,  threatened  against the
Company  before any court or  arbitrator  or any  governmental  body,  agency or
official.

      SECTION  2.09  Taxes.  The  Company  has duly filed  with the  appropriate
federal,  state and local  governments or  governmental  agencies,  all federal,
state and local income tax returns and  declarations  of  estimated  tax and all
other material tax returns and reports required to be filed and has paid in full
when due all taxes,  licenses and fees, including interest and penalties,  shown
to be due thereon.

      SECTION 2.10 Absence of Certain Changes. Except for activities preparatory
to the conduct of the private placement  discussed  herein,  the Company has not
engaged in any business  activity  since the Balance Sheet Date and,  except for
activities  related to and  preparatory to the conduct of the private  placement
discussed  herein,  the  Company  shall  not  engage  in any  material  business
activities prior to the Closing.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                OF THE PURCHASER

      The Purchaser represents and warrants as follows to the Company, except as
set forth in the Disclosure  Schedule annexed hereto (the "Purchaser  Disclosure
Schedule"):

      SECTION 3.01 Organization.  The Purchaser is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite  corporate  power and authority to own,  lease and operate
its properties and to carry on its business as now being conducted, except where
the  failure to be so  existing  and in good  standing or to have such power and
authority  would not in the  aggregate  have a  material  adverse  effect on the
business  operations or financial  condition of the Purchaser  taken as a whole.
The  Purchaser is not by reason of the conduct of its business or the  ownership
of property,  or otherwise,  required to qualify as a foreign corporation in any
jurisdiction.  The  Purchaser  has  heretofore  made  available to the Purchaser
accurate and complete copies of the Certificate of Incorporation and By-laws, as
currently in effect, of the Purchaser.  The Purchaser has no subsidiaries and is
not a party to any partnership, agency or joint venture agreement.

      For  purposes of this  Agreement,  the term  "subsidiary"  shall mean each
corporation  or other entity in which a corporation  owns or controls,  directly
through one or more  subsidiaries,  any of the stock or other  interests  having
general voting power in the election of directors or persons  performing similar
functions.

      SECTION 3.02 Capitalization. The authorized capital stock of the Purchaser
consists of 1,000 shares of Purchaser  Common Stock, par value $.0001 per share,
of which 100 shares (the "Purchaser Shares"),  were issued and outstanding as of
the date hereof. All of the


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issued  and  outstanding  Purchaser  Shares  are owned by Tirex and are  validly
issued, fully paid and non-assessable and free of preemptive rights.  Except for
the  Purchaser  Shares,  there are no shares of capital  stock of the  Purchaser
issued or outstanding or any subscriptions,  options,  warrants,  calls, rights,
convertible  securities  or other  agreements  or  commitments  of any character
obligating the Purchaser to issue, transfer, sell or pay any amount with respect
to any of its securities.

      SECTION 3.03 Authority Relative to this Agreement.  The Purchaser has full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly  authorized by the Board of Directors of the Purchaser and
the shareholders of the Purchaser and no other corporate proceedings on the part
of the Purchaser are necessary to authorize  this Agreement or to consummate the
transactions so contemplated.  This Agreement has been duly and validly executed
and delivered by the Purchaser and constitutes a valid and binding  agreement of
the Purchaser,  enforceable  against the Purchaser in accordance with its terms,
subject to the provisions of any bankruptcy,  insolvency,  moratorium or similar
law applicable to the rights of creditors generally.

      SECTION 3.04 No  Violations.  Except for the filing and  recordation  of a
Certificate  of Merger as required by the GCL,  no filing  with,  and no permit,
authorization, consent or approval of, any public body or authority is necessary
for the consummation by the Purchaser of the  transactions  contemplated by this
Agreement, except for filings, permits,  authorizations,  consents or approvals,
the failure to obtain which would not in the aggregate  have a material  adverse
effect on the  financial  condition,  results of  operations  or business of the
Purchaser  taken as a whole or which would not prevent or delay in any  material
respect the consummation of the transactions  contemplated  hereby.  Neither the
execution and delivery of this  Agreement by the Purchaser nor the  consummation
by the Purchaser of the transactions  contemplated  hereby nor compliance by the
Purchaser  with any  provisions  hereof will (i) conflict  with or result in any
breach of any provision of the  Certificate of  Incorporation  or By-laws of the
Purchaser,  (ii)  result in a  violation  or breach of, or  constitute  (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of termination,  cancellation or  acceleration)  under,  any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license, lease,
contract,  agreement or other instrument or obligation to which the Purchaser is
a party or by which it or its properties or assets may be bound or (iii) violate
any order, writ, injunction,  decree,  statute, rule or regulation applicable to
the Purchaser, or any of its properties or assets, except in the case of (ii) or
(iii) for violations, breaches or defaults which would not in the aggregate have
a material adverse effect on the financial  condition,  results of operations or
business of the Purchaser and its subsidiaries  taken as a whole and which would
not  prevent  or  delay  in  any  material   respect  the  consummation  of  the
transactions  contemplated  hereby (each of such effects being  referred to as a
"Material  Adverse  Effect,"  provided  that,  for the  purposes  of Article III
hereof,  the term  "Material  Adverse  Effect"  shall be  deemed to refer to the
occurrence of any such event with respect to the financial condition, results of
operations or business of the Purchaser).


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<PAGE>

      SECTION 3.05 Financial Statements.  The Purchaser Disclosure Schedule sets
forth a balance sheet of the  Purchaser as at November 15, 1997 (the  "Purchaser
Balance Sheet"). November 15, 1997 shall hereinafter sometimes be referred to as
the  Purchaser  Balance  Sheet  Date.  The  Company  has been  advised  that the
Purchaser has not retained independent accountants for the purpose of conducting
any audit.

      SECTION 3.06 Properties.

            (a) As of the date  hereof,  the  Purchaser  does not, and as at the
      date of the  Closing,  the  Purchaser  will  not have  assets  of any kind
      whatsoever,  except for those which the Purchaser will acquire through the
      Merger.

            (b)  There is no  violation  of any  law,  regulation  or  ordinance
      relating  to  the   properties   and  assets  of  the  Purchaser  and  its
      subsidiaries except such violations as would not, in the aggregate, have a
      Material Adverse Effect.

      SECTION 3.07 No Undisclosed  Liabilities.  There are no liabilities of the
Purchaser  of  any  kind  whatsoever,  whether  accrued,  contingent,  absolute,
determined,  determinable  or  otherwise,  and  there is no  existing  condition
situation  or set of  circumstances  which  could  reasonably  result  in such a
liability, other than:

            (a) liabilities  disclosed or provided for in the Purchaser  Balance
      Sheet or in the notes thereto;

            (b) liabilities arising under this Agreement; and

            (c) liabilities  which would not, in the aggregate,  have a Material
      Adverse Effect.

      SECTION  3.08  Litigation.  There are no actions,  suits,  or  proceedings
pending against,  or to the knowledge of the Purchaser,  threatened  against the
Purchaser  before any court or arbitrator or any  governmental  body,  agency or
official.  None of such matters disclosed in the Purchaser  Disclosure  Schedule
have a reasonable likelihood of having a Material Adverse Effect.

      SECTION  3.09 Taxes.  The  Purchaser  has duly filed with the  appropriate
federal,  state and local  governments or  governmental  agencies,  all federal,
state and local income tax returns and  declarations  of  estimated  tax and all
other material tax returns and reports required to be filed and has paid in full
when due all taxes,  licenses and fees, including interest and penalties,  shown
to be due thereon.

      SECTION 3.10 Absence of Certain Changes. Except for activities preparatory
to the Merger,  the Purchaser has not engaged in any business activity since the
Balance Sheet


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Date and, except for activities  related to and  preparatory to the Merger,  the
Purchaser  shall not engage in any  material  business  activities  prior to the
Closing.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                    OF TIREX

      Tirex  represents  and  warrants to the Company as follows,  except as set
forth in the  Disclosure  Schedule  annexed  hereto (the  "Purchaser  Disclosure
Schedule"):

      SECTION 4.01 Organization.  Tirex is a corporation duly organized, validly
existing  and in good  standing  under the laws of the State of Delaware and has
all  requisite  corporate  power and  authority  to own,  lease and  operate its
properties and to carry on its business as now being conducted, except where the
failure to be so organized,  existing and in good standing or to have such power
or authority would not have a Material Adverse Effect.  The Disclosure  Schedule
sets forth the names and  jurisdictions  of  incorporation of each subsidiary of
Tirex.  Tirex has heretofore made available to the Company  complete and correct
copies of its Certificate of Incorporation and By-laws, as in effect on the date
hereof.

      SECTION  4.02  Authority  Relative  to  this  Agreement.  Tirex  has  full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate  the  transactions   contemplated  hereby.  The  Company's  Board  of
Directors  has  authorized  the  transactions   contemplated   herein  and  have
determined that the transactions  contemplated  herein are in the best interests
of Tirex and its  Shareholders.  No other  corporate  proceedings on the part of
Tirex  are  necessary  to  authorize   this   Agreement  or  to  consummate  the
transactions so  contemplated.  Subject to the approval of Tirex'  shareholders,
this  Agreement  has been duly and validly  executed and  delivered by Tirex and
constitutes a valid and binding  agreement of Tirex,  enforceable  in accordance
with  its  terms,  subject  to  the  provision  of  any  applicable  bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally.

      SECTION 4.03 No  Violations.  Except for  applicable  requirements  of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Securities Act of 1933
(the "Securities Act") and the filing and recordation of a Certificate of Merger
as required by the GCL, no filing with, and no permit, authorization, consent or
approval of, any public body or authority is necessary for the  consummation  by
Tirex of the  transactions  contemplated by this Agreement,  except for filings,
permits,  authorizations,  consents or  approvals,  the failure to obtain  which
would not have a Material Adverse Effect.  Neither the execution and delivery of
this  Agreement  by Tirex  nor the  consummation  by  Tirex of the  transactions
contemplated  hereby nor compliance by it with any of the provisions hereof will
(i) conflict with or result in any breach of any provision of its Certificate of
Incorporation or By-laws, (ii) result in a violation or breach of, or constitute
(with or without  due notice or lapse of time or both) a default or give rise to
any right to termination,  cancellation or acceleration under, any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
contract, agreement or other instrument or


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obligation  to which it is a party  or by which it or any of its  properties  or
assets  may be bound or (iii)  violate  any  order,  writ,  injunction,  decree,
statute, rule or regulation applicable to it or any of its properties or assets,
except in the case of (ii) and (iii) for violations,  breaches or defaults which
are not in the  aggregate  material to the  business,  operations  or  financial
condition of Tirex and which would not prevent or delay in any material  respect
the transactions contemplated hereby.

      SECTION  4.04  Financial   Statements.   The  Tirex  Disclosure   Schedule
incorporates  by reference  Tirex' Form 10-KSB (the "10-KSB") for the year ended
June 30, 1997 and the  balance  sheets of Tirex as at June 30, 1996 and June 30,
1997 (Tirex Balance  Sheet"),  together with statements of results of operations
and cash flows for the three  fiscal years ended June 30, 1997 and the report of
Nevoso, Pivirotto, Pinkham & Foster, LLC, certified public accountants,  thereon
all of  which  are  included  in the  10-KSB  as well as any and all  subsequent
Exchange Act filings made by Tirex. June 30, 1997 is hereinafter  referred to as
the "Tirex  Balance  Sheet  Date." Each of the  balance  sheets  (including  the
related  notes)  included  in Tirex  Disclosure  Schedule  fairly  presents  the
consolidated  financial position of Tirex as at of the respective dates thereof,
and the other related statements  (including the related notes) included therein
fairly  present the  consolidated  results of  operations  and the cash flows of
Tirex for the respective fiscal periods covered thereby.  Each of such financial
statements has been prepared in accordance  with generally  accepted  accounting
principles  consistently applied during the periods covered, except as otherwise
noted therein.

      SECTION 4.05 Properties.

      (a) Tirex and its  subsidiaries  have good and marketable  title to, or in
the case of leased property have valid leasehold  interests in (which leases are
in full  force and effect  and with  respect  to which no event of  default  has
occurred  and is  continuing),  all  properties  and  assets  (whether  real  or
personal,  and whether tangible or intangible) reflected on the Balance Sheet or
acquired  after the  Balance  Sheet  Date in the  ordinary  course  of  business
consistent  with  past  practices  and  except  for such  defects  in title  and
leasehold  interests  (including  defaults  with  respect  thereto) as would not
materially adversely affect (or have a reasonable likelihood of so doing) Tirex'
right to  continue  to conduct of Tirex'  business  in the manner  currently  so
conducted.

      (b) There is no violation of any law,  regulation or ordinance  (including
without  limitation,   laws,  regulations  or  ordinances  relating  to  zoning,
environmental,  city planning or similar matters) relating to the properties and
assets of Tirex and its subsidiaries except such violations as would not, in the
aggregate, have a Material Adverse Effect.

      SECTION 4.06 No Undisclosed Liabilities. There are no liabilities of Tirex
of any kind  whatsoever,  whether  accrued,  contingent,  absolute,  determined,
determinable or otherwise,  and there is no existing condition  situation or set
of circumstances which could reasonably result in such a liability, other than:


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<PAGE>

            (a) liabilities disclosed or provided for in the Tirex Balance Sheet
      or in the notes thereto;

            (b)  liabilities   incurred  in  the  ordinary  course  of  business
      consistent with past practices since the Tirex Balance Sheet Date;

            (c) liabilities arising under this Agreement; and

            (d) liabilities  which would not, in the aggregate,  have a Material
      Adverse Effect.

      SECTION 4.07 Litigation.  Except as are disclosed in the 10-KSB, there are
no actions, suits, or proceedings pending against, or to the knowledge of Tirex,
threatened  against  Tirex before any court or  arbitrator  or any  governmental
body,  agency or  official.  None of such  matters  disclosed  have a reasonable
likelihood of having a Material Adverse Effect.

      SECTION  4.08  Taxes.  Except as  disclosed  in the  financial  statements
referred  to in Section  4.04,  Tirex has (i) duly  filed  with the  appropriate
federal (US and Canadian), state and local governments or governmental agencies,
all federal,  state and local income tax returns and  declarations  of estimated
tax and all other material tax returns and reports required to be filed and have
paid in full when due all  taxes,  licenses  and fees,  including  interest  and
penalties,  shown to be due thereon,  and (ii) has  established  reserves in the
Tirex  Balance  Sheet that,  in the  aggregate,  are adequate for the payment of
taxes not yet due with respect to Tirex'  operations  through the Tirex  Balance
Sheet Date.  All  material  claims for federal,  state and local taxes  asserted
against  Tirex have either  been paid or  adequately  provided  for on the Tirex
Balance Sheet. The federal income tax returns required to be filed by Tirex have
either been examined by the Internal  Revenue Service or the period during which
any assessments may be made by the Internal  Revenue Service has expired without
waiver or extension and any  deficiencies or assessments  asserted in writing by
the  Internal  Revenue  Service  have  either been paid,  settled or  adequately
provided for in the Balance Sheet.  Neither Tirex nor any subsidiary has filed a
consent  pursuant to Section  341(f) of the  Internal  Revenue Code of 1986 (the
"Code").  Tirex has not agreed and has not been required to make any  adjustment
under  Section  481(a)  of the Code by  reason  of a  change  of  accounting  or
otherwise.  Tirex  has  withheld  from  employees  and paid  over to the  proper
governmental authorities all amounts required to be so withheld and paid over.

      SECTION 4.09  Absence of Certain  Changes.  Except for: (i)  transactions,
changes,  events,  obligations and  liabilities  contemplated by this Agreement;
(ii) transactions, changes, events, obligations and liabilities disclosed in the
financial  statements referred to in Section 4.04; (iii) transactions,  changes,
events, obligations and liabilities which individually or in the aggregate, have
not had a Material Adverse Effect, since the Balance Sheet Date:

            (a) there have been no changes in the business, condition (financial
      or  otherwise),  operations,  manner of conduct of business or operations,
      assets or liabilities of Tirex,  other than changes in the ordinary course
      of business;


                                                                             164
<PAGE>

            (b) no liability or obligation of Tirex has been paid, discharged or
      incurred other than in the ordinary course of business;

            (c) there has been no damage,  destruction,  or loss, whether or not
      covered by  insurance,  materially  adversely  affecting  the  business or
      property of Tirex;

            (d) Tirex has not sold, mortgaged,  pledged or subjected to any lien
      or other  encumbrance  or otherwise  transferred  any  material  assets or
      properties used in the conduct of its business; and

            (e) Tirex has not  entered  into any  transaction  other than in the
      ordinary course of business.

                                    ARTICLE V
                                    COVENANTS

      SECTION  5.01  Conduct of the  Business of Tirex,  the  Purchaser  and the
Company.  Except as contemplated  by this Agreement,  during the period from the
date of this  Agreement  to the  Effective  Time,  each  of the  Purchaser,  the
Company,  Tirex and Tirex' other  subsidiaries  will each conduct its respective
operations according to its ordinary course of business and consistent with past
practice,  and will each use its  reasonable  efforts  to  preserve  intact  its
business  organization,  to keep  available  the  services of its  officers  and
employees and to maintain satisfactory relationships with licensors,  landlords,
licensees,  suppliers,  contractors,  distributors,  customers and others having
business   relationships  with  it.  Without  limiting  the  generality  of  the
foregoing,  and except as otherwise expressly provided in this Agreement,  prior
to the Effective Time, the Purchaser,  the Company, Tirex (and each of its other
subsidiaries) will not, without the prior written consent of the other:

            (a) amend its Certificate of Incorporation or By-laws;

            (b) authorize for issuance,  issue, sell, deliver or agree or commit
      to issue,  sell or deliver  (whether  through the  issuance or granting of
      options,  warrants,  commitments,  subscriptions,  rights to  purchase  or
      otherwise)  any  shares  of stock of any  class or any  other  securities,
      except (i) as required by non-employee and Employee Option or compensation
      agreements  in  effect  on the date  hereof;  (ii) in  connection  with an
      offering of up to 28 Units for a maximum  aggregate of $700,000  with H.J.
      Meyers & Co., Inc. as placement agent (the "Concurrent Offering");

            (c) split,  combine or reclassify  any shares of its capital  stock,
      declare,  set aside or pay any dividend or other distribution  (whether in
      cash,  stock or  property  or any  combination  thereof) in respect of its
      capital stock, or redeem or otherwise acquire any of its securities or any
      securities of its subsidiaries;


                                                                             165
<PAGE>

            (d) except in the ordinary  course of business  consistent with past
      practices or in  connection  with the  Financing  contemplated  hereby (i)
      incur or assume any long-term or short-term debt; (ii) assume,  guarantee,
      endorse or  otherwise  become  liable or  responsible  (whether  directly,
      contingently or otherwise) for the obligations of any other person, except
      wholly-owned  subsidiaries  of the  Company;  or  (iii)  make  any  loans,
      advances or capital contributions to, or investments in, any other person;

            (e)  except  pursuant  to written  agreements  in effect on the date
      hereof,  acquire,  sell, lease, create liens with respect to or dispose of
      any material  assets outside the ordinary course of business or enter into
      any material  commitment  or  transaction  outside the ordinary  course of
      business;

            (f) except as may be required by law,  take any action to  initiate,
      terminate or amend any of its employee benefit plans; and

            (g) take,  or agree in  writing  or  otherwise  to take,  any of the
      foregoing  actions or any action  which would make any  representation  or
      warranty of the Company contained in this Agreement untrue or incorrect in
      any material respect as of the date when made or as of a future date.

      SECTION 5.02 Access to Information.

      (a) Between the date of this Agreement and the Effective Time, each of the
Company,  Tirex,  and the  Purchaser  will  give the  other  and its  authorized
representatives,  and  potential  sources  of  financing  for  the  transactions
contemplated  hereby  and  their  authorized  representatives,   access  to  its
respective  facilities,  books and records as the other may reasonably  request,
will permit the other to make such inspections as it may reasonably  require and
will cause its officers and those of its  subsidiaries to furnish the other with
such  financial and  operating  data and other  information  with respect to its
business and properties as the other may from time to time reasonably request.

      (b) Each of  Purchaser  and the  Company  will  hold and  will  cause  its
affiliates,  associates  and  representatives  to hold in strict  confidence all
documents and information  concerning the other furnished in connection with the
transactions  contemplated  by this  Agreement  (except to the extent  that such
information  can be shown to have been (i) in the public domain through no fault
of the disclosing party, or (ii) later lawfully acquired by the disclosing party
(or its  affiliates)  from other  sources) and will not release or disclose such
information to any other person, except in connection with this Agreement to (i)
its  representatives  and (ii) financing  sources,  after such financing sources
have agreed to be bound by the terms of confidentiality agreements substantially
equivalent to the provisions of this Section  5.02(b) (it being  understood that
such persons shall be informed by Purchaser of the  confidential  nature of such
information  and  shall be  directed  by  Purchaser  to treat  such  information
confidentially);  provided that each party and its  representatives  may provide
such documents or information in response to judicial or administrative  process
or applicable governmental laws, rules, regulations,


                                                                             166
<PAGE>

orders or  ordinances,  but only that portion of the  documents  or  information
which,  on the advice of counsel,  is legally  required to be furnished.  If the
transactions contemplated by this Agreement are not consummated, such confidence
shall  continue to be  maintained in  accordance  with the terms and  conditions
above set forth.

      SECTION  5.03 Best  Efforts.  Subject to the terms and  conditions  herein
provided,  each of the parties hereto agrees to use its best efforts to take, or
cause to be done, all things  necessary,  proper or advisable  under  applicable
laws  and  regulations  to  consummate  and  make  effective  the   transactions
contemplated by this Agreement. In case at any time after the Effective Time any
further  action is  necessary  or  desirable  to carry out the  purposes of this
Agreement,  the proper  officers and  directors of each party to this  Agreement
shall take all such necessary action.

      SECTION 5.04  Consents.  The parties each will use their  respective  best
efforts to obtain  consents of all third  parties and  governmental  authorities
necessary  to  the  consummation  of  the  transactions   contemplated  by  this
Agreement,  unless  the  failure  to  obtain  such  consents  will  not,  in the
aggregate, have a Material Adverse Effect on any party.

      SECTION  5.05 Public  Announcements.  The parties  will  consult with each
other before issuing any press release or otherwise making any public statements
with  respect to the  Merger and shall not issue any such press  release or make
any such public statement prior to mutual agreement upon the text hereof, except
as may be required by law.

      SECTION 5.06  Notification of Certain  Matters.  Each of the Company,  the
Purchaser  and  Tirex  agree  to give  prompt  notice  to each  other of (i) the
occurrence,  or failure to occur,  of any event which  occurrence  or failure to
occur would be likely to cause any  representation or warranty contained in this
Agreement to be untrue or  inaccurate  in any material  respect at any time from
the date hereof to the Effective Time  (including any such occurrence or failure
of which  either  party is or becomes  aware with respect to the other) and (ii)
any  material  failure  on its part to  comply  with or  satisfy  any  covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it  hereunder;
provided, however, that the delivery of any notice pursuant to this Section 5.06
shall not limit or  otherwise  affect the  remedies  available  hereunder to the
party receiving such notice.

      SECTION  5.07  Assumption  of Debt,  Issuance of Shares.  Tirex  covenants
agrees  with the  Company  that it will  fully and  unconditionally  assume  the
indebtedness  and other  obligations  represented  by the Debentures and that it
will issue the shares of Tirex Common Stock required to be issued to the holders
of the Company's common stock pursuant to the terms of the Certificate of Merger
and the subscription document in the private placement within five business days
of each closing in the private placement.


                                                                             167
<PAGE>

                                   ARTICLE VI
                           CONDITIONS TO CONSUMMATION
                                  OF THE MERGER

      SECTION 6.01 Conditions to the Obligations of the Purchaser and Tirex. The
obligations  of the  Purchaser  and Tirex  are,  at the  Purchaser's  and Tirex'
option, subject to the fulfillment of the conditions hereinafter set forth:

            (a) The Company  shall have  performed  and complied with all of the
      conditions  and  agreements  required by this Agreement to be performed or
      complied with by it prior to the Effective Time in all material respects.

            (b) The  representations  and  warranties  of the Company  contained
      herein shall have been true and correct in all material respects as of the
      date hereof and shall be true and correct as of the Effective Time, except
      for changes  contemplated by this Agreement,  and the Purchaser shall have
      received a certificate of the President of the Company to such effect.

            (c) The Company shall have  completed at least the minimum amount of
      a private  placement  on a "best  efforts,  30 Units or none  basis" of 85
      Units each  comprised  of one  $10,000  principal  amount 10%  convertible
      debenture  each  convertible  into a Common Share at the rate of $.20 (the
      "Debenture") and 10,000 Common Shares pursuant to the terms and conditions
      of a Private Placement  Memorandum to be dated November , 1997 and any and
      all  supplements  and  amendments  thereto . The Company shall have assets
      comprised of the gross proceeds of the private  placement less a placement
      agent's  commission  of 10%,  attorney's  fees of no more than  $5,000 and
      attorneys  reasonable  disbursements.  In the event  that the  closing  is
      effected  after the sale of the minimum  amount of the private  placement,
      but before the  completion  of the  private  placement,  then the  private
      placement shall continue and the Units shall  thereafter be comprised of a
      $10,000  Tirex  debenture  with  terms  and  conditions  identical  to the
      Debentures and 10,000 shares of Tirex common stock.

            (d)  There  shall  have  been  no  Material  Adverse  Change  in the
      business,  properties  or  financial  condition  of the Company  from such
      condition on the date hereof.

            (e)  On  the  Closing  Date  (i)  there  shall  be  no   injunction,
      restraining  order,  or order of any nature issued by a court of competent
      jurisdiction  which  directs  that any  transaction  contemplated  by this
      Agreement  shall  not be  consummated  and  (ii)  there  shall be no suit,
      action,  investigation  or other  proceeding  pending or threatened by any
      governmental  agency or private  party seeking to restrain or prohibit the
      consummation  of  any  material  transaction  contemplated  hereby  or the
      obtaining of any  material  amount of damages from any party hereto or any
      officer or director of any such party, in connection with the Merger.

            (f) The issued and outstanding  shares of the Company's Common Stock
      shall  consist  of not more  than:  (i) the  number of shares  sold in the
      private placement (from 300,000 to 850,000) plus (ii) the 3,000,000 shares
      issued and outstanding on the date hereof.


                                                                             168
<PAGE>

            (g) Purchaser  shall have received an opinion from Frank J. Hariton,
      Esq.,  reasonably  satisfactory  to Purchaser  and its counsel which shall
      state,  among other things,  that all  issuances of the  Company's  Common
      Stock  occurred no less than six months prior to the effective date of the
      Merger  and  that,  upon the  filing of a Form D by the  Purchaser  and/or
      Tirex, the merger of the Company and Purchaser will qualify under Rule 506
      of Regulation D.

            (h) The principal  shareholders  will have provided the Company with
      the Indemnification Agreement required under Section 1.03(d) hereof.

      SECTION 6.02 Conditions to the Obligations of the Company. The obligations
of the Company are, at the Company's  option,  subject to the fulfillment of the
conditions hereinafter set forth.

      (a) The  Purchaser  and Tirex shall have each  performed and complied with
all of the conditions and agreements  required by this Agreement to be performed
or complied with by it prior to the Effective Time in all material respects.

      (b) The  representations and warranties of each of the Purchaser and Tirex
contained herein shall have been true and correct in all material respects as of
the date hereof and shall be true and correct as of the  Effective  Time and the
Company  shall  have  received a  certificate  of the  President  of each of the
Purchaser and Tirex to such effect.

      (c) There  shall have been no  Material  Adverse  Change in the  business,
properties or financial  condition of the Purchaser or Tirex from such condition
on the date hereof.

      (d) The Letter of Intent,  dated August 13, 1997,  between  Tirex and H.J.
Meyers & Co., Inc.,  relating to a public offering of Tirex'  securities,  shall
not have been abandoned or materially modified.

      (e) On the  Closing  Date (i) there  shall be no  injunction,  restraining
order, or order of any nature issued by a court of competent  jurisdiction which
directs  that  any  transaction  contemplated  by this  Agreement  shall  not be
consummated  and (ii) there  shall be no suit,  action,  investigation  or other
proceeding  pending or  threatened by any  governmental  agency or private party
seeking to restrain or prohibit the  consummation  of any  material  transaction
contemplated  hereby or the obtaining of any material amount of damages from any
party hereto or any officer or director of any such party,  in  connection  with
the consummation of the Merger.

      (f) The Company  shall have  received an opinion from Frances Katz Levine,
Esq., reasonably satisfactory to the Company and its counsel.

      (g) Tirex and the  Company  shall  have  agreed  that  certain  consulting
agreement by and among them and Dr. Eugene Stricker and Mark Schindler, dated as
of June 9, 1997,  pursuant to which the Company has  rendered  services to Tirex
and  pursuant  to which the Company has accrued all fees which have been due and
payable, shall continue in effect


                                                                             169
<PAGE>

notwithstanding   the  merger.  The  parties   acknowledge  that  the  Company's
shareholders  prior to the private  placement are receiving  3,000,000 shares of
Tirex  common  stock in the  Merger  in  consideration  of all  consulting  fees
heretofore and hereafter accrued.

                                   ARTICLE VII
                         TERMINATION; AMENDMENT; WAIVER

      SECTION 7.01 Termination.  This Agreement may be terminated and the Merger
contemplated hereby may be abandoned at any time prior to the Effective Time:

            (a) by mutual written consent of the Purchaser and the Company;

            (b) by the Purchaser or the Company if the Effective  Time shall not
      have occurred on or before December 31, 1997; provided,  however, that the
      right to terminate this Agreement  under this Section 7.01(b) shall not be
      available to any party whose failure to fulfill any obligation  under this
      Agreement  has been the cause of,  or  resulted  in,  the  failure  of the
      Effective Time to occur on or before such date; or

            (c) by the Purchaser or the Company if any United States,  Canada or
      state or provincial  governmental  authority or other agency or commission
      or  United  States,  Canada,  or state or  provincial  court of  competent
      jurisdiction shall have enacted, issued, promulgated,  enforced or entered
      any  statute,  rule,  regulation,  injunction  or other  order which is in
      effect  and  is  permanent  and  non-appealable  and  has  the  effect  of
      prohibiting  consummation  of the Merger or the provision of the financing
      necessary for such transactions.

      Any unilateral  termination  of this  Agreement  permitted by this Section
6.01 shall be effective upon the giving of the written notice by the terminating
party in the manner provided herein.

      SECTION 7.02 Effect of  Termination.  In the event of the  termination and
abandonment  of this Agreement  pursuant to Section 7.01 hereof,  this Agreement
shall  forthwith  become void and have no effect,  without any  liability on the
part of any party or its  directors,  officers or  shareholders,  other than the
provisions  relating  to  confidentiality  and  non-disclosure  of  information.
Nothing  contained in this Section 7.02 shall  relieve any party from  liability
for any breach of this Agreement.

      SECTION 7.03  Amendment.  This Agreement may be amended by action taken by
the  Company  and the  Purchaser  at any time  before or after  adoption  of the
Effective  Date, no amendment  shall be made which changes the amount or form of
consideration  to be paid in the Merger or  adversely  affects the rights of the
Company's or  Purchaser's  shareholders  hereunder  without the approval of such
shareholders.  It is acknowledged and agreed that an amendment which extends the
time by which the Effective Time must occur in order to obtain any required


                                                                             170
<PAGE>

third  party  or  governmental  consent  or  to  comply  with  any  judicial  or
administrative  ruling or order  shall not be deemed to  adversely  affect  such
rights.  This  Agreement  may not be amended  except by an instrument in writing
signed on behalf of the parties.

      SECTION 7.04 Extension;  Waiver.  At any time prior to the Effective Time,
the  parties  may  (i)  extend  the  time  for  the  performance  of  any of the
obligations or other acts of the other party hereto, (ii) waive any inaccuracies
in the  representations  and  warranties  contained  herein or in any  document,
certificate or writing delivered  pursuant hereto or (iii) waive compliance with
any of the agreements or conditions contained herein. Any agreements on the part
of any party to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      SECTION 8.01 Survival.  The  representations  and  warranties  made herein
shall not survive beyond the Effective Time. The covenants and agreements of the
parties in this Agreement shall survive in accordance with their terms, and when
no term is specified, shall survive indefinitely.

      SECTION 8.02 Brokerage Fees and  Commissions.  Except for placement  agent
fees in connection  with the private  placement  described  herein,  each of the
Purchaser and Tirex hereby  represents  and warrants to the Company with respect
to the Purchaser  and Tirex and the Company  hereby  represents  and warrants to
each of the Purchaser  and Tirex with respect to the Company,  that no person or
entity  is  entitled  to  receive  from the  Company,  Tirex  or the  Purchaser,
respectively,  any  investment  banking,  brokerage  or finder's fee or fees for
financial  consulting or advisory  services in connection with this Agreement or
the transactions contemplated hereby.

      SECTION 8.03 Entire Agreement;  Assignment.  This Agreement (including any
other agreements  referred to herein) (a) constitutes the entire agreement among
the parties with respect to the subject  matter hereof and  supersedes all other
prior agreements and understandings,  both written and oral, between the parties
with  respect to the  subject  matter  hereof and (b) shall not be  assigned  by
operation of law or otherwise, provided that the Purchaser may assign its rights
and  obligations  to any  subsidiary of the  Purchaser or of Tirex,  but no such
assignment  shall  relive the  Purchaser  of its  obligations  hereunder if such
assignee does not perform such obligations.

      SECTION 8.04 Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.


                                                                             171
<PAGE>

      SECTION 8.05 Notices.  All notices,  requests,  claims,  demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon  receipt) by  delivery in person,  by cable,
telegram  or telex,  or by  recognized  overnight  courier  (including,  but not
limited to Federal Express,  Airborne Express, D.H.L. and UPS) to the respective
parties as follows:

      If to the Company:             RPM Incorporated
                                     150 East 58th Street - 24th Floor
                                     New York, New York 10022
                                        Attn.: Dr. Eugene Stricker, President

      With a copy to:                Frank J. Hariton, Esq. at
                                     1350 Avenue of the Americas - 29th Floor
                                     New York, New York 10019
                                     Through October 30, 1997 and thereafter at
                                     Suite 3000
                                     The Empire State Building
                                     350 Fifth Avenue
                                     New York, New York 10118

      If to Tirex:                   The Tirex Corporation
                                     740 St. Maurice Avenue
                                     Montreal, Quebec H3C 1L5
                                        Attn: Terence C. Byrne, President

      With a Copy to:                Frances Katz Levine, Esq.
                                     621 Clove Road
                                     Staten Island, New York 10310

      If to the Purchaser:           Tirex Sub, Inc.
                                     c/o The Tirex Corporation
                                     740 St. Maurice Avenue
                                     Montreal, Quebec H3C 1L5
                                        Attn: Terence C. Byrne, President

      With a Copy to:                Frances Katz Levine, Esq.
                                     621 Clove Road
                                     Staten Island, New York 10310

      or to such other  address  as the person to whom  notice is given may have
previously furnished to the others in writing in the manner set forth above.


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<PAGE>

      SECTION  8.06  Governing  Law.  This  Agreement  shall be  governed by and
construed in  accordance  with the laws of the State of New York,  regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws, provided,  however,  that the consummation and effectiveness of the merger
shall be governed by and construed in  accordance  with the laws of the State of
Delaware.

      SECTION 8.07  Descriptive  Headings.  The descriptive  headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

      SECTION 8.08 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement.

      SECTION 8.09  Counterparts.  This Agreement may be executed in two or more
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute one and the same agreement.

      SECTION  8.10  Specific   Performance.   The  parties  hereto  agree  that
irreparable  damage  would  occur in the  event  any of the  provisions  of this
Agreement were not to be performed in accordance  with the terms hereto and that
the parties shall be entitled to specific  performance  of the terms hereof,  in
addition to any other remedy at law or equity.

      IN WITNESS  WHEREOF,  the undersigned has executed this Agreement and Plan
of Merger as of the 20th day of October, 1997.

                                         RPM INCORPORATED

                                         By: /s/ Dr. Eugene Stricker
                                             -----------------------------------
                                                 Dr. Eugene Stricker, President

THE TIREX CORPORATION                    TIREX SUB, INC

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


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