EXHIBIT 10(ffff)

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<PAGE>

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                               TIREX AMERICA INC.

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

                                 AMENDMENT NO. 2

                         TO STOCK RESTRICTION AGREEMENT

                    OF JUNE 1, 1995, AS AMENDED MAY 30, 1996

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

         Second Amendment, made this 1st day of May 1997, by and between

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

                                Tirex Canada Inc.
                                3767 Thimens
                                Ville St. Laurent
                                Quebec, Canada H4R 1W4
          
                                              (collectively, the "Corporation"*)

                                       and

                                Frances Katz Levine
                                621 Clove Road
                                Staten Island, NY 10310

                                              (the "Levine").

the original parties to a certain stock restriction agreement,  dated as of June
1, 1995, as amended May 30, 1996 (the "Stock Restriction Agreement"). Terms used
in this Amendment which are defined in the Stock  Restriction  Agreement and not
defined herein shall have the same meaning herein as therein.


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         Whereas, Levine and the Corporation were parties to a certain Executive
Agreement,  dated as of June 18, 1995 (the "First Employment Agreement"),  which
was terminated as of December 21, 1996;

         Whereas,  Levine and the Corporation are parties to a certain Corporate
and United States Securities  Counsel Employment  Agreement,  dated December 22,
1997 (the "Second Employment Agreement");

         Whereas,  The terms and provisions of the Stock  Restriction  Agreement
apply to all  securities of the Company  issued to Levine  pursuant to the terms
and provisions of the First  Employment  Agreement and the parties wish to amend
the terms of the Stock  Restriction  Agreement so as to: (i) make all securities
issued to Levine under the Second Employment  Agreement subject to the terms and
provisions of the said Stock  Restriction  Agreement,  and (ii) reflect  certain
changes in Rule 144 of the  Securities  Act of 1933, as amended,  and to shorten
the period required before shares or the Corporation's common stock, received by
Levine as compensation, are permitted to be included in a registration statement
on Form S-8.

         Now  therefore,  in  consideration  of the  premises  and of the mutual
promises and  covenants  hereinafter  set forth,  the parties agree to amend the
Stock Restriction Agreement, as follows:

A.  AMENDMENTS

1.  Stock Transfer Restrictions and Forfeitures

         Paragraph 1.1 is amended so as to read as follows:

                           1.1 The Stock may be sold,  hypothecated,  donated or
                  otherwise  disposed  of,  as  permitted  under  the  Rules and
                  Regulations  of  the  Securities  Act  of  1933,  as  amended,
                  provided  however  that  the  Stock  may not be  sold  under a
                  registration  statement  on Form  S-8,  until  not  less  than
                  eighteen months have
                  elapsed after its issuance.

2.  Paragraph 1.3 is amended so as to read as follows:

                           1.3  The  terms   and   provisions   of  this   Stock
                  Restriction  Agreement  shall apply to all  securities  of the
                  Company  heretofore or hereafter  issued to Levine pursuant to
                  the terms and  provisions of the Executive  Agreement  between
                  Levine and the  Corporation,  dated as of January 18, 1995 and
                  to all  securities  of the  Company  heretofore  or  hereafter
                  issued to Levine pursuant to the terms and


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                  provisions  of the  Corporate  and  United  States  Securities
                  Counsel   Employment   Agreement   between   Levine   and  the
                  Corporation, dated December 22, 1996 and all of the Additional
                  Stock  Restriction  Agreements  are hereby deemed to be merged
                  into and to be a part of this Agreement.


B.  NO OTHER AMENDMENTS

         Except as expressly  provided in this  Amendment,  all of the terms and
conditions of the Stock Restriction Agreement remain in full force and effect.

C.  COUNTERPARTS

         This  Amendment  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
Amendment.

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


EMPLOYEE                                  TIREX AMERICA INC.


    /s/ Frances Katz Levine               By /s/ Terence C. Byrne
-----------------------------               ------------------------------------
    Frances Katz Levine                            Terence C. Byrne, President 
                                                   and Member of the Executive
                                                   Committee of the Board  of
                                                   Directors.


                               TIREX AMERICA INC.


                               By /s/ Louis V. Muro
                                 ----------------------------------------
                                  Louis V. Muro,Vice President of
                                     Engineering and Member of the
                                     Executive Committee of the Board 
                                     of Directors


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