EXHIBIT 10(dddd)


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                               TIREX AMERICA INC.

                                   ----------

                                 AMENDMENT NO. 2
                         TO STOCK RESTRICTION AGREEMENT
                    OF APRIL 1, 1996 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

                             Louis V. Muro
                             435 Roy Avenue
                             Dorval, Quebec
                             Canada H95 3E2

                                                                        ("Muro")

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


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     Whereas,  the  parties  wish to amend the  terms of the  Stock  Restriction
Agreement to 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 Muro 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

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.

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.


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     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 and
                                                  Member of the Executive
                                                  Committee of the Board of
                                                  Directors.



                                             TIREX AMERICA INC.


                                             By /s/ John G. Hartley
                                               ---------------------------------
                                                John G. Hartley, Member of the 
                                                  Executive Committee of the 
                                                  Board of Directors



                                             EXECUTIVE


                                             /s/ Louis V. Muro
                                             -----------------------------------
                                             Louis V. Muro


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