EXHIBIT 4 (t)


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      NEITHER  THIS  WARRANT NOR ANY SHARES OF COMMON  STOCK  ISSUABLE  UPON THE
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED,  AND  THE  RULES  AND  REGULATIONS   PROMULGATED   THEREUNDER  (THE
"SECURITIES ACT"). THIS WARRANT IS NOT  TRANSFERRABLE,  UNDER ANY CIRCUMSTANCES,
PRIOR TO MARCH 31, 1998.

                                     WARRANT

                            Dated: ___________, 1997

                    Warrant to Purchase _____________ Shares

                   of Common Stock, Par Value $0.001 Per Share

      THE TIREX  CORPORATION,  a Delaware  corporation (the  "Company"),  hereby
certifies that ____________,  its/his  successors and/or assigns  (collectively,
the "Holder"),  for value received,  is entitled to purchase from the Company at
any time commencing on the earlier of (i) the effectiveness  with the Securities
and Exchange Commission (the "SEC") of a registration  statement relating to the
public  offering  of the  Company's  Common  Stock or (ii) May 31,  1998,  up to
__________________  shares (the  "Shares") of the Company's  common  stock,  par
value $0.001 per share (the "Common Stock"),  at a price of $.001 per share (the
"Exercise  Price").  The Holder  acknowledges  by receipt hereof that conversion
prior to March 31, 1998, of Holder's 10% Convertible Subordinated Debenture (the
"Debenture")  issued in connection with the Company's  private  placement of its
securities made pursuant to a certain  Confidential  Private Offering Memorandum
dated November 5, 1997 (the  "Memorandum") will result in a forfeit of the right
to exercise  some or all of the  Warrants.  (See  "Exercise  Period" on page 2).
Except as otherwise expressly provided herein, the shares of Common Stock issued
upon exercise of this Warrant shall bear the same terms and conditions described
under the caption  "Description  of  Securities"  in the Company's  confidential
Private  Offering  Memorandum,  dated  November 5, 1997 (the "Private  Placement
Memorandum"). The Holder shall have registration rights under the Securities Act
of 1933, as amended (the "Act"),  for this Warrant and the Common Stock, as more
fully  described  in  Section 6. Each  certificate  evidencing  the  Registrable
Securities  (as  hereinafter  defined)  shall bear the  appropriate  restrictive
legend set forth  below,  except that any such  certificate  shall not bear such
restrictive   legend  if  (i)  it  is  transferred   pursuant  to  an  effective
registration statement under the Act or in compliance with Rule 144 or Rule 144A
promulgated  under the Act, or (ii) the  Company is provided  with an opinion of
counsel  satisfactory  to the  Company  to the  effect  that such  legend is not
required in order to establish compliance with the provisions of the Act:

      "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ACQUIRED FOR
      INVESTMENT AND HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN


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      THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
      COPIES OF THE WARRANT  COVERING  REGISTRATION  RIGHTS  PERTAINING TO THESE
      SECURITIES  AND  RESTRICTING  THEIR TRANSFER MAY BE OBTAINED AT NO COST BY
      WRITTEN  REQUEST MADE BY THE HOLDER OF RECORD OF THIS  CERTIFICATE  TO THE
      SECRETARY OF THE COMPANY AT THE OFFICE OF THE COMPANY AT MONTREAL, QUEBEC.

      Notwithstanding  the foregoing,  the  Registrable  Securities will bear an
appropriate  restrictive  legend to the extent  required by a certain  "lock-up"
agreement between the Holder of this Warrant and H.J. Meyers & Co., Inc.

      A. Exercise of Warrants.

      1. Upon presentation and surrender of this Warrant (this "Warrant") during
the Exercise Period,  with the attached Election to Purchase form duly executed,
at the  administrative  office of the  Company  at 740 St.  Maurice,  Suite 201,
Montreal,  Quebec 3C 1L5  together  with a check  payable to the  Company in the
amount of the Exercise Price multiplied by the number of Shares being purchased,
unless  exercised in accordance with Section 1(b) below,  the Company will cause
its Transfer Agent to deliver to the holder hereof, certificates of Common Stock
which in the  aggregate  represent  the number of Shares being  purchased.  This
Warrant may be partially  exercised and, in case of such partial  exercise,  the
Company,  upon  surrender  hereof,  will  deliver  to the  Holder a new  Warrant
representing the number of shares which have not been exercised.

      2.  Notwithstanding  the  provisions  of Section  1(a) with respect to the
Exercise  Price to the contrary,  the Holder may elect to exercise this Warrant,
in whole or in part,  by  receiving  Common  Stock equal to the value (as herein
determined) of the portion of this Warrant then being exercised,  in which event
the  Company  shall  issue to the Holder  the  number of shares of Common  Stock
determined by using the following formula:

               X =      Y(A-B)/A

      where:   X =      the number of shares of Common Stock to be issued to the
                        Holder under the provisions of this Section 1(b)

               Y =      the  number  of  shares  of  Common   Stock  that  would
                        otherwise be issued upon such exercise

               A =      the Current Fair Market Value (as  hereinafter  defined)
                        of one share of Common Stock  calculated  as of the last
                        trading day immediately preceding such exercise

               B =      the Exercise Price


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<PAGE>

      As used herein,  the "Current Fair Market Value" of the Common Stock as of
a specified date shall mean with respect to each share of Common Stock,  (i) the
average  of the  closing  prices  of the  Common  Stock  sold on all  securities
exchanges on which the Common Stock may at the time be listed,  or (ii) if there
have been no sales on any such  exchange on such day, the average of the highest
bid and lowest  asked  prices on all such  exchanges  at the end of such day, or
(iii) if on such day the  Common  Stock is not so  listed,  the  average  of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m.,
New York  time,  or (iv) if on such day the  Common  Stock is not  quoted in the
NASDAQ  System,  the average of the highest bid and lowest  asked prices on such
day in  the  domestic  over-the-counter  market  as  reported  by  the  National
Association of Securities  Dealers,  Inc.  Over-the-Counter  Electronic Bulletin
Board System or any similar successor organization, in each such case either (i)
calculated  on the date which the form of  election  specified  in Section  2(b)
herein is deemed to have been sent to the Company or (ii) averaged over a period
of five (5) days consisting of the day as of which the Current Fair Market Value
is being  determined  and the four (4)  consecutive  business days prior to such
day. The Holder hereof shall  determine in its sole  discretion  which method of
calculation  to use. If on the date for which Current Fair Market Value is to be
determined the Common Stock is not listed on any  securities  exchange or quoted
in the NASDAQ  System or the  over-the-counter  market,  the then  Current  Fair
Market Value of the Common Stock shall be the highest  price per share which the
Company  could  then  obtain  from a willing  buyer (not a current  employee  or
director)  for Common  Stock sold by the Company  from  authorized  but unissued
shares,  as  determined  in good faith by the Board of Directors of the Company,
unless  prior  to  such  date  the  Company  has  become  subject  to a  merger,
consolidation, reorganization, acquisition or other similar transaction pursuant
to which the Company is not the surviving entity, in which case the Current Fair
Market  Value of the  Common  Stock  shall be deemed  to be the per share  value
received or to be received in such transaction by the holders of Common Stock.

      B. Exercise Period.

      1. The right to acquire shares of Common Stock of the Company  pursuant to
this Warrant shall commence on the earlier of: (i) the  effectiveness of the SEC
of a  registration  statement  relating to the public  offering of the Company's
Common Stock; or (ii) May 31, 1998 (the "Exercise Period"). After the conclusion
of the five year  period  following  the  final  Closing  Date of the  Company's
private  placement  made  pursuant to the  Memorandum,  the Holder shall have no
right to  purchase  any shares of Common  Stock  pursuant to this  Warrant  (the
"Expiration  Date").  To the extent any portion of the  Debenture  is  converted
prior to the earlier of March 31,  1998,  the Holder of the  Warrants  sold as a
portion of the Units  purchased shall lose the right to exercise such portion of
the  Holder's  Warrants as such  portion  relates pro rata to the portion of the
Debenture exercised.  By way of example, if a Holder of one Unit converts $5,000
(20% of the Debenture) of a Debenture prior to March 31, 1998, such Holder shall
forever lose the right to exercise 10,000 Warrants (20% of the Warrants).


                                                                             189
<PAGE>

      2. The rights represented by this Warrant may be exercised, in whole or in
part (with  respect  to shares of Common  Stock,  by the  Holder  subject to the
conditions  contained  herein an at any time  within  the  period  specified  in
Section  2(a) by: (i)  surrender  of this  Warrant  for  cancellation  (with the
Election to Purchase form at the end hereof properly  executed) at the principal
executive  office  of the  Company  (or at such  other  office  or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder  appearing on the books of the Company);  (ii) to the extent that the
Holder does not use the election  provided by this Section 1(b),  payment to the
Company of the Exercise Price for the number of shares of Common Stock specified
in the Election to Purchase form,  together with the amount of applicable  stock
transfer  taxes, if any; and/or (iii) delivery to the Company of a duly executed
agreement signed by the person(s) designated in the Election to Purchase form to
the  effect  that such  person(s)  agree(s)  to be bound by all of the terms and
conditions of this  Warrant,  including  without  limitation  the  provisions of
Sections 6 and 7. This Warrant shall be deemed to have been exercised,  in whole
or in part to the extent  specified,  immediately prior to the close of business
on the date on which all of the  applicable  provisions of this Section 2(b) are
satisfied,  and the person(s)  designated in the Election to Purchase form shall
become the holder(s) of record of the shares of Common Stock  issuable upon such
exercise at that time and date.

      C. Rights and Obligations of Holders of this Warrant; Anti-Dilution.

      1. The Holder of this Warrant shall not, by virtue hereof,  be entitled to
any  rights  of a  stockholder  in the  Company,  either  at  law or in  equity;
provided,  however,  that in the event any  certificate  representing  shares of
Common Stock or other securities is issued to the Holder hereof upon exercise of
some or all of this Warrant,  such Holder shall, for all purposes,  be deemed to
have become the holder of record of such  Common  Stock on the date on which all
of the applicable  provisions of Section 2(b) have been met, irrespective of the
date of delivery of such share certificate.

      2. In case the Company  shall (i) pay a dividend in Common Stock or make a
distribution in Common Stock, (ii) subdivide its outstanding Common Stock into a
greater  number of shares,  (iii)  combine its  outstanding  Common Stock into a
smaller number of shares  (including a  recapitalization  in connection with any
consolidation  or merger),  then the Holder of this Warrant shall  thereafter be
entitled, upon exercise, to receive the number and kind of shares which, if this
Warrant had been  exercised  immediately  prior to the  happening of such event,
that the Holder would have owned upon such exercise and been entitled to receive
upon such dividend, distribution, subdivision, combination, or reclassification.
Such adjustment shall become effective on the day next following: (i) the record
date of  such  dividend  or  distribution  or  (ii)  the  day  upon  which  such
subdivision,  combination,  or  reclassification  shall become effective and the
Exercise Price on the date of such  adjustment  shall be adjusted by multiplying
such  Exercise  Price by a  fraction,  the  numerator  of which is the number of
shares  of  Common  Stock  outstanding  immediately  before  such  event and the
denominator  of which is the  number  of  shares  of  Common  Stock  outstanding
immediately  after such event and the number of shares of Common Stock for which
this Warrant may be exercised immediately before such event shall


                                                                             190
<PAGE>

be adjusted by multiplying such number by a fraction,  the numerator of which is
the Exercise Price immediately before such event and the denominator of which is
the Exercise Price immediately after such event;  provided,  however, that in no
event shall the exercise price be below $.001 per share.

      3. In case of any  consolidation  or  merger of the  Company  with or into
another corporation (other than any consolidation or merger in which the Company
is the  continuing  corporation  and  which  does not  result  in any  increase,
decrease,  or other  reclassification of the outstanding shares of Common Stock)
or the  conversion  of such  outstanding  shares of Common  Stock into shares or
other  stock  or other  securities  or  property,  or the  liquidation,  sale or
transfer of the  property of the Company as an entirety or  substantially  as an
entirety and for other unusual events,  there shall be deliverable upon exercise
of the  Warrant  (in lieu of the  number of shares of Common  Stock  theretofore
deliverable)  the number of shares of stock or other  securities  or property to
which a holder of the number of shares of Common  Stock  which  would  otherwise
have been deliverable upon the exercise of this Warrant would have been entitled
upon such action if this Warrant had been  exercised  immediately  prior to such
action.

      (d) In the sole  discretion of the Holder(s)  hereof,  such  Holder(s) may
require that the Company assign the obligations of the Company described in this
Warrant to any  successor  of the  Company if the  Company is not the  surviving
entity of a merger or consolidation.  The Company must give the Holder(s) hereof
fifteen  (15)  business  days notice of the terms of any such  consolidation  or
merger and the terms thereof.

      D. Covenants of the Company.

      1. The  Company  covenants  and  agrees  that all  shares of Common  Stock
issuable upon exercise of this Warrant will, upon delivery,  be duly and validly
authorized and issued,  fully-paid and non-assessable with no personal liability
attaching to the Holder thereof.

      2. The  Company  covenants  and agrees  that it will at all times prior to
expiration of this Warrant  reserve and keep  available an authorized  number of
shares of its Common Stock and other applicable  securities sufficient to permit
the  exercise  in  full  of all  outstanding  convertible  securities,  options,
warrants and rights, including this Warrant.

      E. Issuance of Certificates. As soon as possible after any full or partial
exercise of this Warrant,  but in any event no more than five (5) business days,
the  Company,  at its  expense,  will  cause  to be  issued  in the  name of and
delivered to the Holder of this Warrant,  a certificate or certificates  for the
number of fully  paid and  non-assessable  shares of Common  Stock to which that
Holder shall be entitled on such exercise.  No fractional  shares will be issued
on exercise of this Warrant.  If, on any exercise of this Warrant,  a fractional
share  results,  the Company will pay the cash value of that  fractional  share,
calculated on the basis of the Exercise Price. All such certificates  shall bear
a restrictive legend to the effect that the Shares represented by


                                                                             191
<PAGE>

such  certificate  have not been registered under the Securities Act of 1933, as
amended,  and the Shares may not be sold or  transferred  in the absence of such
registration or an exemption  therefrom,  such legend to be substantially in the
form of the bold face language appearing on Page 1 of this Warrant.

      F. Registration Rights.

      (a) Certain Definitions. As used herein, the term:

            (i)  "Registrable  Securities"  shall mean this  Warrant  and/or the
      shares of Common Stock issued or issuable  upon  exercise of this Warrant,
      as the same shall be so designated by the Holder.

            (ii) "50% Holder" shall mean the Holder(s) of at least 50 percent of
      the total number of shares of Common Stock  compromising  the  Registrable
      Securities  (whether or not this  Warrant has been  exercised),  and shall
      include any Holder or combination of Holders.

      (b) "Piggyback" Registration. At any time during the Exercise Period until
the  Expiration  Date,  the Company shall advise the Holder,  whether the Holder
holds this  Warrant or has  exercised  this  Warrant and holds any of the Common
Stock,  by  written  notice  at least  twenty  days  prior to the  filing of any
registration  statement (other than a registration  statement on Form S-8 or its
counterpart),  or any  Notification  on Form 1-A  under  the Act,  covering  any
securities  of the  Company,  whether  for its own account or for the account of
others,  and shall, upon the request of the Holder,  include in any registration
statement such information as may be required to permit a public offering of any
or all of the Registrable Securities of the Holder, all at no expense whatsoever
to the  Holder  (to  the  extent  as  permitted  by the  Act  or the  rules  and
regulations promulgated  thereunder),  except that each Holder whose Registrable
Securities  are  included  in such  registration  shall bear the fees of its own
counsel  and  any  underwriting  discounts  or  commissions  applicable  to  the
Securities sold by it.

      (c) Demand Registration.

      (i) If any 50% Holder  shall give notice to the Company at any time during
the Exercise  Period and prior to the  Expiration  Date, to the effect that such
50% Holder desires to register under the Act any  Registrable  Securities  under
such circumstances that a public distribution (within the meaning of the Act) of
any such securities shall be involved,  then the Company shall promptly,  but no
later than 60 days after receipt of such notice, use its reasonable best efforts
to file a  registration  statement  under the Act,  to the end that  Registrable
Securities  of such 50% Holder may be publicly sold under the Act as promptly as
practicable thereafter, and the Company shall use its best efforts to cause such
registration to become effective as soon as possible;  provided,  however,  that
such 50% Holder  shall  furnish  the Company  with  appropriate  information  in
connection  therewith  as the Company  may  reasonably  request in writing;  and
provided further that the Company shall then have available current


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<PAGE>

financial  statements (unless the unavailability of current financial statements
results from the Company's fault or neglect). The 50% Holder may, at its option,
cause  Registrable  Securities  to be included in such  registration  under this
Section 6(c) on one occasion during the Exercise Period.

      (ii)  Within ten days after  receiving  any such  notice  pursuant to this
Section 6(c),  the Company shall give notice to each other Holder  (whether such
Holder holds a Warrant or has  exercised the Warrant and holds any of the Common
Stock),  advising that the Company is proceeding  with a registration  statement
and  offering  to  include  therein  Registrable  Securities  held by such other
Holders,  provided  that they shall  furnish the Company  with such  appropriate
information in connection  therewith as the Company shall reasonably  request in
writing.

      (iii)  All  costs  and  expenses  (including  without  limitation.  legal,
accounting,  printing,  mailing and filing  fees) of the  registration  effected
under this Section 6(c) shall be borne by the Company, except that the Holder(s)
whose Registrable  Securities are included in such  registration  shall bear the
fees  of  their  own  counsel  and any  underwriting  discounts  or  commissions
applicable to the securities sold by them.

      (iv) The Company shall cause the registration  statement filed pursuant to
this Section 6(c) to remain  current under the Act (including the taking of such
steps are as  necessary to obtain the removal of any stop order) for a period of
at least six months (and for up to an  additional  three  months if requested by
the  Holder(s))  from the effective date thereof,  or until all the  Registrable
Securities included in such registration have been sold, whichever is earlier.

      (d) Further Rights. The registration rights provided by this Section 6 may
be exercised by the Holder  either prior or  subsequent  to its exercise of this
Warrant.  A 50% Holder  may,  at its option,  request  registration  pursuant to
Section 6(b) and/or  pursuant to Section 6(c), and its request for  registration
under one such Section shall not affect its right to request  registration under
the other.  The  registration  rights provided by this Section 6 shall supersede
and be prior in right to any registration rights granted by the Company to other
holders of its outstanding securities.

      (e)  Notwithstanding   the  foregoing,   the  Company  shall  include  the
Registrable  Securities in the  registration  statement it intends to file under
the Act pertaining to the shares underlying the Debentures. If such registration
statement  is not  effective  upon the filing by the  Company of a  registration
statement pertaining to a public offering of the Company's securities,  then the
Company shall include such Registrable  Securities in any registration statement
pertaining to a public offering of the Company's securities.  In each such case,
the  Company  shall  use  its  best  efforts  to  obtain  effectiveness  of such
registration statement and to maintain such effectiveness for at least one year.


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<PAGE>

      G. Indemnification.

      1.  Indemnification  by the  Company.  As used in this Section 7, the term
"Liabilities"  shall mean any and all losses,  claims,  damages and liabilities,
and actions and proceedings in respect thereof, including without limitation all
reasonable costs of defense and investigation and all attorneys' fees.  Whenever
pursuant  to Section 6 a  registration  statement  relating  to any  Registrable
Securities is filed under the Act, or amended or supplemented, the Company shall
indemnify and hold harmless each Holder of  Registrable  Securities  included in
such  registration  statement,  amendment or supplement  (each, a  "Distributing
Holder"),  and each person (if any) who controls (within the meaning of the Act)
the Distributing Holder, and each underwriter (within the meaning of the Act) of
such Registrable  Securities,  and each person (if any) who controls (within the
meaning of the Act) any such  underwriter,  from and  against  all  Liabilities,
joint or  several,  to which the  Distributing  Holder  or any such  controlling
person or underwriter may become subject, under the Act or otherwise, insofar as
such Liabilities  arise out of or are based upon any untrue statement or alleged
untrue  statement  of any  material  fact  contained  in any  such  registration
statement, or any preliminary prospectus or final prospectus constituting a part
thereof,  or any amendment or supplement  thereto,  or arise out of or are based
upon the  omission or the  alleged  omission  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided, however, that the Company shall not be liable in any such
case to the extent that any such  Liabilities  arise out of or are based upon an
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in such registration statement,  preliminary prospectus,  final prospectus,
or amendment or supplement  thereto,  in reliance  upon and in  conformity  with
written  information  furnished  by such  Distributing  Holder  or by any  other
Distributing Holder for use in the preparation  thereof. The foregoing indemnity
shall be in addition  to any other  liability  which the  Company may  otherwise
have.

      2.  Indemnification by Holder. The Distributing  Holder(s) shall indemnify
and hold harmless the Company, and each of its directors,  each nominee (if any)
named in any preliminary  prospectus or final prospectus  constituting a part of
such  registration  statement,  each  of  its  officers  who  have  signed  such
registration  statement and such  amendments or  supplements  thereto,  and each
person (if any) who controls the Company (within the meaning of the Act) against
all  Liabilities,  joint or several,  to which the Company or any such director,
nominee,  officer or  controlling  person may become  subject,  under the Act or
otherwise, insofar as such Liabilities arise out of or are based upon any untrue
or alleged untrue statement of any material fact contained in such  registration
statement,  preliminary prospectus, final prospectus, or amendment or supplement
thereto,  or arise out of or are based upon the omission or the alleged omission
to state therein a material  fact required to be stated  therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the  extent  that such  Liabilities  arise out of or are based upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
such  registration  statement,   preliminary  prospectus,  final  prospectus  or
amendment or supplement  thereto in reliance upon and in conformity with written
information furnished by such Distributing  Holder(s) for use in the preparation
thereof.  Each  Distributing  Holder shall be liable for no more than the amount
such Distribution Holder realizes


                                                                             194
<PAGE>

upon sale of the  Registrable  Securities.  The foregoing  indemnity shall be in
addition to any other liability which the  Distributing  Holder(s) may otherwise
have.

      3.  Procedure.  Promptly after receipt by an indemnified  party under this
Section 7 of notice of the commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  any  indemnifying
party, give the indemnifying party notice of the commencement  thereof;  but the
omission  so to notify  the  indemnifying  party  shall not  relieve it from any
liability which it may have to any  indemnified  party otherwise than under this
Section 7. In case any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement  thereof, the indemnifying
party shall be entitled to  participate  in and, to the extent that it may wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party  under this  Section 7 for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

      4.  Limitation.   Notwithstanding   the  foregoing,   if  the  Registrable
Securities are to be distributed by means of an underwritten public offering, to
the extent that the provisions on indemnification and contribution  contained in
the underwriting agreement entered into in connection with such underwriting are
in  conflict  with the  provisions  of this  Section 7, the  provisions  of such
underwriting agreement shall be controlling, provided that the Holder is a party
to such underwriting agreement.

      H. Successors and Assigns; Transfer.

      1. This  Warrant  shall be binding  upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.

      2. This  Warrant may be  transferred  at any time after March 31, 1998 by:
(i)  surrender of this Warrant for  cancellation  (with the Transfer form at the
end hereof properly executed) at the office or agency of the Company referred to
in Section 1; and (ii)  delivery  of an  opinion  of  counsel  stating  that the
proposed  transfer  may be made  without  registration  or  qualification  under
applicable  Federal or state  securities  laws.  This Warrant shall be deemed to
have been transferred, in whole or in part to the extent specified,  immediately
prior to the close of business on the date the  provisions of this Section 8 are
satisfied,  and the  transferee(s)  designated in the Transfer form shall become
the holder(s) of record at that time and date.  The Company shall issue,  in the
name(s) of the  designated  transferee(s)  (including the Holder if this Warrant
has been  transferred  in part) a new  Warrant  or  Warrants  of like  tenor and
representing,  in the aggregate, rights to purchase the same number of shares of
Common Stock as are then  purchasable  under this  Warrant.  Such new Warrant or
Warrants shall be delivered to the record holder(s)  thereof within a reasonable
time,  not exceeding  three (3) business days,  after the rights  represented by
this Warrant shall have been so transferred. As used herein (unless the context


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otherwise requires),  the term "Holder" shall include each such transferee,  and
the term "Warrant" shall include each such transferred Warrant.

      I.  Disposition  of Warrants or Shares.  The Holder of this Warrant,  each
transferee  hereof and any holder and  transferee  of any Shares,  by his or its
acceptance  thereof,  agrees that no public  distribution  of Warrants or Common
Stock will be made in violation of the provisions of the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder  (collectively,
the "Act").

      J. Notices.  Except as otherwise  specified  herein to the  contrary,  all
notices,  requests,  demands and other communications  required or desired to be
given  hereunder  shall only be  effective  if given in writing by  certified or
registered mail, return receipt requested,  postage prepaid,  or by U.S. express
mail service or national  overnight  courier  service.  Any such notice shall be
deemed to have been given (a) on the  business  day  immediately  subsequent  to
mailing,  if sent by U.S.  express  mail service or national  overnight  courier
service,  or (b) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage pre-paid, return receipt requested, and
all such  notices  shall be sent to the  following  addresses  (or to such other
address or addresses as a part may have advised the other in the manner provided
in this Section 10):

                      If to the Company:

                      The Tirex Corporation
                      740 St. Maurice, Suite 201
                      Montreal, Quebec 3C 1L5

                      If to the Holder:

                      ________________________
                      ________________________
                      ________________________
                      ________________________


      K.  Governing Law. This Warrant and all rights and  obligations  hereunder
shall be deemed to be made  under and  governed  by the laws of the State of New
York  applicable to  agreements  made and to be performed  entirely  within such
State, without reference to such State's laws regarding the conflict of laws.

      L.  Amendment  or Waiver.  Any  provision  of this Warrant may be amended,
waived or modified  upon the  written  consent of the Company and any 50% Holder
(defined as the  Holder(s)  of at least 50 percent of the total number of Common
Stock  comprising the  Registrable  Securities,  whether or not this Warrant has
been  executed,  and shall  include  any  Holder  or  combination  of  Holders);
provided, however, that such amendment, waiver or modification


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applies by its terms to each  Holder;  and provided  further,  that a Holder may
waive any of its rights or the  Company's  obligations  to such  Holder  without
obtaining the consent of any other Holder.

      M.  Headings.  The headings of various  sections of this Warrant have been
inserted for reference only and shall not be a part of this Warrant.

      IN WITNESS  WHEREOF,  The Tirex  Corporation has caused this Warrant to be
duly executed,  by its duly authorized  officers under its corporate seal and to
be dated as of the date set forth below.

                                                  THE TIREX CORPORATION

Dated: __________, 1997                           By:
                                                  Name:
                                                  Title: President

(Corporate Seal)

Attest:

Name:
Title: Secretary


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                              ELECTION TO PURCHASE

                          To be Executed by the Holder
                        in Order to Exercise the Warrant

      The undersigned  Holder of the foregoing Warrant hereby irrevocably elects
to exercise the purchase  rights  represented  by such Warrant,  and to purchase
thereunder, ______ shares of Common Stock, $.001 par value ("Common Stock"), and
(i) herewith makes payment of an aggregate of $____________ therefor and/or (ii)
pursuant to Section  1(b) of such Warrant  hereby  tenders the right to exercise
such  Warrant to the extent of ________  shares of Common  Stock of the Company.
The  undersigned  requests that the  certificates  for the shares of such Common
Stock be issued in the name(s) of, and delivered to, the person(s) whose name(s)
and address(es) are set forth below:

      (Please type or print name and address)

      (Social Security or tax identification number)

and delivered to;

      (Please type or print name and address)

and,  if such  number  of shares of  Common  Stock  shall not be all the  Common
evidenced by this  Warrant,  that a new Warrant of like tenor for the balance of
the shares of Common Stock  subject to the Warrant be registered in the name of,
and delivered to, the Holder at the address stated below.

      In full payment of the  purchase  price with respect to the portion of the
Warrant  exercised and transfer taxes,  if any, the  undersigned  hereby tenders
payment of $________ by check or money order payable in United  States  currency
to the order of The Tirex Corporation, or its successor.

Dated:  _________________

                                  (Address)

                                  (Social Security or tax identification number)

Signatures guaranteed by:


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                                    TRANSFER

                          To be Executed by the Holder
                        in Order to Transfer the Warrant

                  (To be signed only upon transfer of Warrant)

      FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns, and transfers
unto ___________________________________________ the right to purchase shares of
the  Common  Stock,  $.001 par value per share  ("Common  Stock"),  of The Tirex
Corporation (the "Company")  represented by the foregoing  Warrant to the extent
of ____ shares of Common Stock and appoints ________________________ attorney to
transfer  such  rights  on  the  books  of  the  Company,  with  full  power  of
substitution in the premises.

Dated:  _____________________

                                           Name:

                                           Address

Signatures guaranteed by:

_______________________________

Taxpayer Identification Number:

_______________________________


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