EXHIBIT 10(hhhh)


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

                               TIREX AMERICA INC.

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

                                 AMENDMENT NO. 1

                             TO EMPLOYMENT AGREEMENT

                              OF DECEMBER 22, 1996

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


         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 "Employee").

the  parties  to a  certain  Corporate  and  United  States  Securities  Counsel
Employment   Agreement,   dated  December  22,  1996  (the  "Second   Employment
Agreement").  Terms  used in this  Amendment  which are  defined  in the  Second
Employment  Agreement and not defined  herein shall have the same meaning herein
as therein.


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         Whereas,  the  Employee and the  Corporation  were parties to a certain
employment  agreement,  dated as of January 18,  1995,  as amended as of May 31,
1996 (the "First Employment Agreement") pursuant to which the Employee served as
Secretary and General Counsel to the Corporation;

         Whereas,  On December  22, 1996,  the First  Employment  Agreement  was
terminated  by the parties and replaced by the Second  Employment  Agreement for
the purposes of continuing the  employment of the Employee,  in her new capacity
of Corporate and United States  Securities  Counsel,  under terms and provisions
virtually identical to those contained in the First Employment Agreement;

         Whereas,  It was the  intention of the parties,  when they entered into
the Second Employment Agreement,  and remains the intention of the parties as at
the date  hereof,  that the  Employee  retain the right to receive  any  bonuses
granted by the board of directors of the corporation for services rendered under
the First Employment  Agreement,  notwithstanding that the grant of such bonuses
might  be  effected  after  the  December  22,  1996  termination  of the  First
Employment Agreement, but the parties inadvertently omitted providing explicitly
for such event.

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

A.  AMENDMENT

         Section 5.2 of the Second Employment  Agreement is hereby amended so as
to read as follows:

                  5.2  Bonuses.  the  Employee  shall be  eligible  to receive a
         discretionary  bonus for each year (or portion thereof) during the term
         of  this  Agreement  and  any  extensions   thereof  and  for  services
         heretofore  rendered by the Employee for each year (or portion thereof)
         during which the Employee served as Secretary and General Counsel under
         her Executive  Agreement of January 18, 1995, with the actual amount of
         any such bonus to be determined in the sole  discretion of the Board of
         Directors  based  upon its  evaluation  of the  Employee's  performance
         during  such  year,   provided  however  that  the  Employee  shall  be
         considered for bonuses at such times as the  Corporation is considering
         granting bonuses to its executive officers and directors other than the
         Chief  Executive  Officer.  The  Corporation  shall promptly notify the
         Employee of bonuses  granted to any of the  executive  officers  and/or
         directors  of the  Corporation.  A failure  to so notify  the  Employee
         pursuant to this paragraph 5.2 shall be considered a material breach of
         this  agreement.  All such  bonuses  shall be reviewed  annually by the
         Compensation Committee, if any shall be in existence.


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B.  NO OTHER AMENDMENTS

         Except as expressly  provided in this  Amendment,  all of the terms and
conditions of the Second Employment 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.


                                             TIREX AMERICA INC.


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




                                             TIREX CANADA INC.


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



                                             EXECUTIVE


                                                /s/ Frances Katz Levine
                                               ---------------------------------
                                                 Frances Katz Levine


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