EXHIBIT 10(eeee)


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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


                                Terence C. Byrne
                                489 Grosvner Street
                                Westmount, Quebec
                                H3Y 2S5
                                              (the "Byrne").


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,  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 Byrne 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/ Louis V. Muro
                                          --------------------------------------
                                           Louis V. Muro, Vice President of
                                             Engineering 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/ Terence C. Byrne
                                        ----------------------------------------
                                         Terence C. Byrne


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