EXHIBIT 10(gggg)


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                               TIREX AMERICA INC.

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

                                    CORPORATE
                                       AND
                        UNITED STATES SECURITIES COUNSEL
                              EMPLOYMENT AGREEMENT

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

         This  Corporate  and  United  States  Securities   Counsel   Employment
Agreement  (the  "Agreement")  is made and  entered  into as of this 22nd day of
December 1996 (the "Effective Date") 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").

         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  "Executive  Agreement")  pursuant  to which the  Employee  served as
Secretary and General Counsel to the  Corporation and which Executive  Agreement
the parties agree shall be  terminated  upon  execution of this  Agreement and a
certain  Release  of even date  herewith  from the  Corporation  and each of its
directors to the Employee.

         Whereas,  the  Corporation  desires  to  employ  the  Employee  as  its
Corporate  and United States  Securities  Counsel and the Employee is willing to
accept  such  employment  by the  Corporation,  on the terms and  subject to the
conditions set forth in this Agreement.


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         Whereas,  because of the Corporation's lack of financial resources, the
Employee  was  compensated  for  services  rendered  by her under the  Executive
Agreement by way of the issuance of  unregistered  shares of the common stock of
Tirex  (the  "Compensation  Shares")  in  lieu of cash  salary  payments,  which
Compensation  Shares were issued by the Corporation and accepted by the Employee
on the basis of such shares  eventually  having some  liquid  value  through the
market sale thereof pursuant to the exemption from the registration requirements
of the  Securities  Act of 1933, as amended (the  "Securities  Act") provided by
Rule 144 thereof ("Rule 144") and/or pursuant to the registration of such shares
by the Corporation  under the Securities Act pursuant to a Form S-8 registration
statement or such other Form as should be  available  and  practicable  for such
purpose;

         Whereas,  because the Corporation may during the term of this Agreement
continue  to lack the  financial  resources  to meet its  financial  obligations
hereunder  in cash,  the  parties  acknowledge  that the  Employee  may  receive
compensation  under  the  terms  of this  Agreement  by way of the  issuance  of
additional  Compensation  Shares  in lieu of cash and that such  Shares  will be
issued and  accepted on the basis of such shares  eventually  having some liquid
value  through  the market  sale  thereof  pursuant  to the  exemption  from the
registration  requirements  of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act") provided by Rule 144 thereof ("Rule 144") and/or  pursuant to
the  registration  of such shares by the  Corporation  under the  Securities Act
pursuant to a Form S-8  registration  statement  or such other Form as should be
available and practicable for such purpose;

         Whereas,  The  Corporation  is a  "start-up"  company in its very early
stage  of  development,  with  negligible  or no  hard  assets,  no  income,  no
operations, and no financial resources on hand to finance the development of its
technology and the commencement of operations.  Its future  financial  prospects
and position are therefore  highly  contingent and impossible to predict.  Based
upon the foregoing, unregistered shares of the Corporation's common stock, which
cannot be sold into the public  market for an  extended  period of time,  have a
value which reflects the  Corporation's  poor  financial  position and uncertain
future,  and can be expected to be saleable by the Corporation,  in arm's length
transactions,  for not more than fifty percent (50%) of the current market value
of the publicly traded stock of the Corporation or for substantially less.

         Now Therefore, it is agreed as follows:

1. Definitions

         For the purposes of this  Agreement the following  terms shall have the
following meanings:

         1.0 The  "Corporation"  shall mean Tirex  America Inc. and Tirex Canada
Inc., and all other corporations, partnerships, or other entities, now or in the
future controlled by, under common control with, or in control of, Tirex America
Inc., jointly and severally.


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         1.1  "Change in Control"  shall mean (i) the time that the  Corporation
first  determines  that any person and all other persons who  constitute a group
(within the meaning of Section  13(d)(3) of the Securities  Exchange Act of 1934
("Exchange Act") have acquired direct or indirect  beneficial  ownership (within
the meaning of Rule 13d-3 under the  Exchange  Act) of twenty  percent  (20%) or
more of the  Corporation's  outstanding  securities,  unless a  majority  of the
"Continuing  Directors",  as that term is defined in Paragraph 1.3, approves the
acquisition  not later than ten (10) business days after the  Corporation  makes
that determination,  or (ii) the first day on which a majority of the members of
the Corporation's Board of Directors are not "Continuing Directors."

         1.2 "Compensation  Shares" shall mean all shares of the common stock of
Tirex America  hereafter  issued to the Employee in lieu of cash salary payments
as compensation for services rendered pursuant to the terms of this agreement as
well as all shares  heretofore  issued to the  Employee  in lieu of cash  salary
payments  as  compensation  for  services  rendered  pursuant  to the terms of a
certain Executive Agreement,  dated as of January 18, 1995, as amended as of May
31, 1996.

         1.3   "Constructive   Termination"   shall  mean   termination  by  the
Corporation  of the Employee's  employment by reason of material  breach of this
Agreement or by the  Corporation's  violation,  against the Employee's advice or
without  the  Employee's  knowledge,  of the  laws of any  jurisdiction  if such
violation  could  reflect upon the  reputation of the Employee as an attorney at
law or involve,  or give the  appearance  of  involving,  any  misconduct by the
Employee.  If  caused  by  a  breach  of  this  agreement,   such  "Constructive
Termination"  to be  effective  upon 30 days  written  notice  thereof  from the
Employee  to  the  Corporation;  If  caused  by a  violation  of the  law,  such
"Constructive  Termination"  to be effective  immediately  upon  written  notice
thereof from the Employee to the Corporation;

         1.4 "Continuing Directors" shall mean, as of any date of determination,
any member of the Board of Directors of the  Corporation who (i) was a member of
that Board of  Directors  on January  19,  1995,  (ii) has been a member of that
Board  of  Directors  for the  two  years  immediately  preceding  such  date of
determination,  or (iii) was  nominated  for election or elected to the Board of
Directors  with the  affirmative  vote of the  greater of (x) a majority  of the
Continuing  Directors  who  were  members  of the  Board  at the  time  of  such
nomination or election or (y) at least four Continuing Directors.

         1.5      "Effective Date"  shall mean January 8, 1997.

         1.6 Termination For Cause" shall mean termination by the Corporation of
the Employee's employment by the Corporation by reason of the Employee's willful
dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the
Corporation  or by  reason of the  Employee's  willful  material  breach of this
Agreement which has resulted in material injury to the Corporation. For purposes
of this  paragraph,  no act, or failure to act, on the Employee's  part shall be
considered  "willful" or "deliberate" unless done, or omitted to be done, by her
not in good faith and without  reasonable belief that her action or omission was
in the best interest


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of the Corporation and the  Corporation's  retention of Outside Counsel pursuant
to Paragraph 3.1 hereof, or otherwise,  at the volition of the Corporation or of
the Employee shall not under any circumstances whatsoever constitute "Cause" for
termination of this Agreement. Notwithstanding the foregoing, the Employee shall
not be deemed to have been  terminated  for Cause without (i) written  notice to
the  Employee  setting  forth the reasons  for the  Corporation's  intention  to
terminate for Cause, (ii) an opportunity on not less than 20 days written notice
from  the  Corporation  to the  Employee  for the  Employee,  together  with her
counsel, to be heard before the full Board of Directors of the Corporation,  and
(iii)  delivery  to the  Employee  of a Notice  of  Termination  as  defined  in
Paragraph 6.9 hereof from the Board of Directors  finding that,  following  such
hearing before the Board, in the good faith opinion of such Board,  the Employee
was guilty of conduct set forth above and specifying the particulars  thereof in
detail.

         1.7  "Termination  for 'Good  Reason'"  shall mean  termination  by the
Employee  of the  Employee's  employment  by the  Corporation  because of: (i) a
"Change in Control",  as defined in Paragraph 1.1, above,  (ii) a failure by the
Corporation to comply with any material  provision of this  Agreement  which has
not been cured within ten (10) days after notice of such  noncompliance has been
given by the Employee to the Company,  (iii) the  determination  by the Employee
that because of changes in the composition or policies of the Board of Directors
of the Corporation,  or of other events or occurrences of material effect,  that
the   Employee   can  no  longer   properly  and   effectively   discharge   her
responsibilities  as  Corporate  and  United  States  Securities  Counsel of the
Corporation  after giving the  Corporation  not less than thirty (30) days prior
written notice of the effective date of such termination,  or (iv) any purported
termination of the  Employee's  employment  which is not effected  pursuant to a
Notice of Termination  satisfying the  requirements of Paragraph 6.9 hereof (and
for  purposes  of  this  agreement  no  such  purported   termination  shall  be
effective).

         1.8  "Termination  Other Than For Cause" shall mean  termination by the
Corporation of the  Employee's  employment by the  Corporation  (other than in a
Termination  for Cause) and shall include  "Constructive  Termination",  as that
term is defined in Paragraph 1.2.

         1.9 "Termination  Upon a Change in Control" shall mean a termination by
the Corporation of the Employee's  employment  with the  Corporation  within 120
days following a "Change in Control", as that term is defined in Paragraph 1.1.

         1.10 "Voluntary  Termination" shall mean termination by the Employee of
the  Employee's  employment  by the  Corporation  other  than  (i)  Constructive
Termination,  (ii) Termination Upon a Change in Control,  (iii)  Termination for
Good  Reason,  and  (iv)  termination  by  reason  of the  Employee's  death  or
disability as described in Paragraphs 6.4 and 6.5.

2. Employment

         During the term of this  Agreement,  the Employee agrees to be employed
by the  Corporation  and to serve as its Corporate and United States  Securities
Counsel,  and the  Corporation  agrees to employ and retain the Employee in such
capacity.


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3. Duties and Responsibilities

         3.1 The services to be rendered by the Employee as Corporate and United
States Securities Counsel shall be of a legal and non-business  nature and shall
consist  of  those  corporate  and  United  States   securities  legal  services
specifically requested by the Corporation,  by way of providing legal advice and
guidance,  reviewing  and/or drafting related  documents;  filing such documents
with  appropriate   authorities;   attending   meetings  and  conferences;   and
communicating and dealing with federal and state agencies,  securities exchanges
and associations,  transfer agents, attorneys, accountant,  stockholders and all
other  appropriate  persons and all related legal services,  except that, to the
extent that any such  required  services  shall,  in the  judgment of either the
Corporation or the Employee, be beyond the expertise of capacity of the Employee
or shall,  for any other reason  whatsoever,  not be able to be performed by the
Employee,  the Corporation  shall engage other appropriate legal counsel for the
performance of such services ("Outside Counsel").

         3.2 Employee  shall devote such of her time,  energy,  and skill to the
affairs of the  Corporation,  as shall be  required  for her  duties,  reporting
solely to the its President,  and at all times during the term of this Agreement
the  Employee  shall  have  powers  and  duties at least  commensurate  with her
position as Corporate and United States Securities Counsel.

         3.3 The Corporation hereby  acknowledges that the Employee has reviewed
with the Board of Directors of this corporation,  her present  directorships and
other positions held by her in business  organizations and legal practices,  and
the  Corporation  agrees to and approves of the  Employee's  continuance in such
present capacities unless the Board determines, in a particular case, that there
is a potential  material  conflict  with the  business of the  Corporation.  Any
future proposed  directorships and positions which may pose a potential conflict
with  the  business  of the  Corporation  shall  be  subject  to  review  by the
Corporation's Board of Directors,  providing however,  that such Board shall not
prohibit any such activities  unless such potential  material  conflict with the
business of the Corporation shall exist.

4. Term of Employment

         The term of employment of the Employee by the Corporation  shall be for
a period of four (4)  years  beginning  with the  Effective  Date (the  "Initial
Term"),  unless  terminated  earlier pursuant to Section 6. At any time prior to
the  expiration of the Initial  Term,  the  Corporation  and the Employee may by
mutual written  agreement  extend the Employee's  employment  under the terms of
this Agreement for such additional periods as they shall mutually agree.

5. Salary, Benefits and Bonus Compensation

         5.1 Base  Salary.  As payment  for the  services  to be rendered by the
Employee as provided in Section 3, the Corporation agrees to pay to the Employee
a "Base Salary" for the twelve (12) calendar months beginning the Effective Date
at the rate of one hundred fifty


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thousand dollars  ($150,000) per annum payable in 12 equal monthly  installments
of $12,500  subject to annual  review and  increase,  as the board of  directors
shall  determine,  provided  however that the Employee  shall be considered  for
bonuses or salary  increases  at such times as the  Corporation  is  considering
granting  bonuses or salary  increases to its  executive  officers and directors
other than the Chief Executive  Officer.  The Corporation  shall promptly notify
the  Employee of bonuses and salary  increases  granted to any of the  executive
officers  and/or  directors  of the  Corporation.  A failure  to so  notify  the
Employee pursuant to this paragraph 5.1 shall be considered a material breach of
this  agreement.  All  salary  increases  shall  be  reviewed  annually  by  the
Compensation Committee, if any shall be in existence.

         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,  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.

         5.3  Additional  Benefits.  During  the  term  of this  Agreement,  the
Employee shall be entitled to the following fringe benefits:

               5.3.1   Employee  Benefits.  The  Employee  shall be  eligible to
                       participate  in such of the  Corporation's  benefits  and
                       deferred   compensation   plans  as  are  now   generally
                       available or later made generally  available to executive
                       officers  of  ,  including,   without   limitation,   the
                       Corporation's  Stock Option Plan,  profit  sharing plans,
                       annual physical  examinations,  dental and medical plans,
                       personal catastrophe and disability insurance,  financial
                       planning,  retirement plans and  supplementary  executive
                       retirement  plans,  if any. For purposes of  establishing
                       the length of service under any benefit plans or programs
                       of the Corporation,  the Employee's  employment with will
                       be deemed to have commenced on the Effective Date.

               5.3.2   Vacation. The Employee shall be entitled to vacation time
                       during  each year during the term of this  Agreement  and
                       any extensions  thereof, in an amount to be determined by
                       the Employee in her sole discretion.


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               5.3.3   Automobile.  The  Corporation  shall provide the Employee
                       with  the  use of an  automobile  for  the  term  of this
                       agreement and any extensions thereof, or in lieu thereof,
                       the  Corporation  shall  provide  the  Employee  with  an
                       automobile  allowance  equivalent  to  the  highest  such
                       allowance  received  by  any  executive  officer  of  the
                       Corporation other than the Chief Executive Officer.

         5.4 Reimbursement for Expenses.  During the term of this Agreement, the
Corporation shall reimburse the Employee for reasonable and properly  documented
out-of-pocket business and/or entertainment expenses incurred by the Employee in
connection with her duties under this Agreement,  including  without  limitation
cash payments, telecopier,  telefax, courier, photocopier,  travel and all other
disbursements.

         5.5  Issuance of Stock in Lieu of Base Salary

         5.5.1 In the event that, from time to time, the  Corporation  shall not
have the financial  resources to pay the Base Salary,  then, with the consent of
the  Employee,  the  Corporation's  obligation  to pay the Base  Salary  will be
satisfied  by the  issuance to the  Employee of shares of  Compensation  Shares,
which  shares  shall  constitute  compensation  pursuant  to the  terms  of this
Agreement,  provided  however that the Corporation  will use its best efforts to
allocate  such cash  resources as are  available  to it to meet any  obligations
which the Corporation may have under the United States Federal,  State, or other
applicable   tax  laws  and  provided   further  that,   upon  advice  from  the
Corporation's and/or the Employee's tax accountant or attorney,  the Corporation
will amend any other aspects of this paragraph 5.5.1 if any changes are required
in order for the Employee and the  Corporation to be in compliance with such tax
laws.

         5.5.2 All Compensation Shares will be issued to the Employee at a value
equal to fifty  percent  (50%) of the  average of the high and low bid prices of
Tirex America's common stock as traded in the over-the-counter market and quoted
in the NASDAQ Electronic Bulletin Board during the period when such Compensation
Shares were earned.


         5.5.4 The Corporation  shall on a continuing basis, upon the request of
the Employee,  register the Compensation Shares hereafter issued to the Employee
in lieu of cash salary payments as compensation for services  rendered  pursuant
to the terms of this Agreement and all Compensation  Shares heretofore issued to
the  Employee  in lieu of cash  salary  payments as  compensation  for  services
rendered  pursuant to the terms of a certain  Executive  Agreement,  dated as of
January 18, 1995, as amended as of May 31, 1996, under a Registration  Statement
on Form S-8, including a Re-offer Prospectus, in amounts sufficient to allow the
Employee  to offer and sell  thereunder,  exclusive  of any  shares  sold by the
Employee  under  Rule  144,  during  every  three-month   period,  a  number  of
Compensation Shares equal to one percent of the total number of shares of common
stock of the Corporation then issued and outstanding. Notwithstanding the


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foregoing,  the  Corporation  shall be  under  no  obligation  to  register  any
Compensation  Shares  unless and until such  shares  shall have been held by the
Employee  for a period of not less than  eighteen  months or such other  shorter
period as the parties shall agree.  Request for registration of any Compensation
Shares which the Employee is entitled to have registered under the provisions of
this  Paragraph  5.5.4 shall be submitted by the Employee in writing at any time
commencing ten days prior to the three-month  period in which such  Compensation
Shares may be offered and sold.

         5.5.5  The  Corporation  acknowledges  that it has  received  from  the
Employee  good and adequate  consideration  for all of the  Compensation  Shares
heretofore issued to her as compensation under the Executive Agreement, dated as
of January 18, 1995, as amended as of May 31, 1996 and that any shares hereafter
issued to the Employee as compensation  under this Agreement will be, upon their
issuance, fully paid and nonassessable and agrees that so long as all conditions
for the sale of any of the Compensation  Shares under Rule 144 shall be met, the
Corporation  shall not  withhold or instruct  its attorney to withhold the legal
opinion letter required for the  consummation  of the sale of such  Compensation
Shares under Rule 144.

         5.5.6 In the event that the  Corporation  fails to register  any of the
Compensation Shares in accordance with Paragraph 5.5.4 above within ten business
days  of  the  Employee's  submission  of  the  written  request  therefor,  the
Corporation  agrees that the Employee will be entitled to liquidated  damages in
an amount equal to three times the amount of any losses incurred by the Employee
as a result of such  failure  to  register  such  shares on a timely  basis.  In
addition,  if any of the Compensation Shares are eligible for sale in accordance
with the  requirements of Rule 144 and the  Corporation  fails to furnish the to
Employee or the  Corporation's  transfer agent, as the case may be, the required
legal  opinion  approving  such Rule 144 sale within ten days of the request for
such legal opinion, the Corporation agrees that the Employee will be entitled to
liquidated  damages in an amount  equal to three  times the amount of any losses
incurred  by the  Employee  as a result of such  failure to  furnish  such legal
opinion on a timely basis.

6. Termination

         6.1 Termination For Cause. Termination For Cause may be effected by the
Corporation in accordance  with the procedures set forth in Paragraph 1.6 at any
time  during  the term of this  Agreement  and  shall  be  effected  by  written
notification to the Employee in accordance  with Paragraph 6.9, below.  Upon the
effectiveness  of a Termination  For Cause,  the Employee shall promptly be paid
all accrued salary,  bonus  compensation  to the extent earned,  vested deferred
compensation  (other than pension pay or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the  Employee is a  participant  to the full  extent of the  Employee's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by the Employee in connection with her duties  hereunder,  all
to the  date of  termination,  but the  Employee  shall  not be paid  any  other
compensation or reimbursement of any kind.


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         6.2 Termination Other Than For Cause.  Notwithstanding anything else in
this Agreement, the Corporation may effect a Termination Other Than For Cause at
any time upon giving  written notice to the Employee of such  termination.  Upon
the  effectiveness  of any Termination  Other Than For Cause, the Employee shall
promptly be paid all accrued  salary,  bonus  compensation to the extent earned,
vested  deferred  compensation  (other than pension plan or profit  sharing plan
benefits  which  will be paid in  accordance  with  the  applicable  plan),  any
benefits  under any plans of in which the Employee is a participant  to the full
extent of the Employee's rights under such plans (including accelerated vesting,
if any, of awards granted to the Employee under the  Corporation's  stock option
plan),  accrued vacation pay and any appropriate  business  expenses incurred by
the  Employee  in  connection  with  her  duties  hereunder,  all to the date of
termination, and all severance compensation as provided in Paragraph 7.1.

         6.3 Termination For Good Reason.  Notwithstanding anything else in this
Agreement,  the  Employee may effect a  Termination  for Good Reason at any time
upon giving written notice to the Corporation of such  termination in accordance
with the  provisions  of Paragraph  6.9 hereof.  Upon the  effectiveness  of any
Termination  for Good  Reason the  Employee  shall  promptly be paid all accrued
salary,  bonus compensation to the extent earned,  vested deferred  compensation
(other than pension plan or profit  sharing plan benefits  which will be paid in
accordance with the applicable  plan),  any benefits under any plans of in which
the Employee is a participant to the full extent of the Employee's  rights under
such plans  (including  accelerated  vesting,  if any, of awards  granted to the
Employee  under's stock option plan),  accrued  vacation pay and any appropriate
business  expenses  incurred  by the  Employee  in  connection  with her  duties
hereunder,  all to the date of  termination,  and all severance  compensation as
provided in Paragraph 7.1.

         6.4  Termination by Reason of  Disability.  If, during the term of this
Agreement,  the  Employee  fails to perform her duties  under this  Agreement on
account  of  illness  or  physical  or mental  incapacity,  and such  illness or
incapacity  continues for a period of more than twelve (12) consecutive  months,
the  Corporation  shall have the right to terminate  the  Employee's  employment
hereunder by written notification to the Employee and payment to the Employee of
all accrued salary,  bonus  compensation  to the extent earned,  vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the  Employee is a  participant  to the full  extent of the  Employee's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by the Employee in connection with her duties  hereunder,  all
to the date of  termination,  with the exception of medical and dental  benefits
which shall continue through the expiration of this Agreement,  but the Employee
shall not be paid any other compensation or reimbursement of any kind.

         6.5 Death. In the event of the Employee's death during the term of this
Agreement,  the Employee's  employment  shall be deemed to have terminated as of
the last day of the month  during  which her death  occurs  and the  Corporation
shall promptly pay to her estate or such  beneficiaries as the Employee may from
time to time  designate all accrued  salary,  bonus  compensation  to the extent
earned, vested deferred compensation (other than pension plan or


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profit  sharing  plan  benefits  which  will  be  paid in  accordance  with  the
applicable  plan),  any  benefits  under any plans of in which the Employee is a
participant  to the full  extent of the  Employee's  rights  under  such  plans,
accrued  vacation  pay and any  appropriate  business  expenses  incurred by the
Employee  in  connection  with  her  duties  hereunder,   all  to  the  date  of
termination,  but the Employee's estate shall not be paid any other compensation
or reimbursement of any kind.

         6.6 Voluntary Termination. In the event of a Voluntary Termination, the
Corporation  shall promptly pay all accrued  salary,  bonus  compensation to the
extent earned,  vested deferred  compensation (other than pension plan or profit
sharing  plan  benefits  which will be paid in  accordance  with the  applicable
plan), any benefits under any plans of in which the Employee is a participant to
the full extent of the Employee's rights under such plans,  accrued vacation pay
and any  appropriate  business  expenses  incurred by the Employee in connection
with  her  duties  hereunder,  all to the  date  of  termination,  but no  other
compensation or reimbursement of any kind.

         6.7 Termination Upon a Change in Control. In the event of a Termination
Upon the effectiveness of a Change in Control, the Employee shall immediately be
paid all  accrued  salary,  bonus  compensation  to the  extent  earned,  vested
deferred  compensation  (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable  plan),  any benefits under
any plans of in which the  Employee is a  participant  to the full extent of the
Employee's rights under such plans (including  accelerated  vesting,  if any, of
any awards granted to the Employee under the  Corporation's  Stock Option Plan),
accrued  vacation  pay and any  appropriate  business  expenses  incurred by the
Employee  in  connection  with  her  duties  hereunder,   all  to  the  date  of
termination, and all severance compensation as provided in Paragraph 7.1.

         6.8  Constructive  Termination.  The  Employee  may give  notice to the
Corporation that the Corporation has effected a Constructive  Termination of the
Employee's  employment by reason of the  Corporation's  material  breach of this
Agreement,  by  written  notification  to the  Corporation  in  accordance  with
Paragraph 6.9, below. Upon the effectiveness of any Constructive Termination the
Employee shall immediately be paid all accrued salary, bonus compensation to the
extent earned,  vested deferred  compensation (other than pension plan or profit
sharing  plan  benefits  which will be paid in  accordance  with the  applicable
plan),  any benefits under any plans of the Corporation in which the Employee is
a  participant  to the full  extent of the  Employee's  rights  under such plans
(including  accelerated  vesting,  if any, of any awards granted to the Employee
under  the  Corporation's  Stock  Option  Plan),  accrued  vacation  pay and any
appropriate  business  expenses  incurred by the Employee in connection with her
duties hereunder, all to the date of termination, and all severance compensation
provided in Paragraph 7.1.

         6.9 Notice of Termination.  The Corporation may effect a termination of
this  Agreement  pursuant to the  provisions  of this Section upon giving thirty
(30) days' written notice to the Employee of such termination.  The Employee may
effect a termination of this Agreement


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pursuant to the provisions of this Section upon giving thirty (30) days' written
notice to the Corporation of such termination.

7. Severance Compensation

         7.1 Severance  Compensation in the Event of: Termination Other Than for
Cause  Pursuant  to  Paragraph  6.2;  Termination  for Good  Reason  Pursuant to
Paragraph 6.3;  Termination  Upon a Change in Control Pursuant to Paragraph 6.7;
or a  Constructive  Termination  Pursuant  to  Paragraph  6.8.  In the event the
Employee's  employment  is  terminated  in a  termination:  Other Than for Cause
pursuant to Paragraph  6.2; for Good Reason  pursuant to Paragraph 6.3; a Change
in Control pursuant to Paragraph 6.7; or a Constructive  Termination pursuant to
Paragraph  6.8, the Employee shall be paid as severance  compensation  twice the
amount of her Base Salary (at the rate payable at the time of such termination),
for a  period  of  twelve  (12)  months  from  the  date  of  such  termination.
Notwithstanding  anything in this Paragraph to the contrary, the Employee may in
the  Employee's  sole  discretion,  by delivery  of a notice to the  Corporation
within thirty (30) days following a Termination Upon a Change in Control,  elect
to receive from  Compensation  a lump sum  severance  payment by bank  cashier's
check  equal  to the  present  value  of the flow of cash  payments  that  would
otherwise be paid to the Employee pursuant to this Paragraph. The Employee shall
also be entitled to an accelerated vesting of any awards granted to the Employee
under the Corporation's Stock Option Plan or any other employee or to the extent
provided in the stock executive  compensation plans then in effect, stock option
or other  affiliated  agreement,  if any,  entered  into at the time of grant or
award.  The  Employee  shall  continue to accrue  retirement  benefits and shall
continue  to enjoy any  benefits  under any plans of in which the  Employee is a
participant  to the full  extent of the  Employee's  rights  under  such  plans,
including any perquisites  provided under this  Agreement,  though the remaining
term of this  Agreement;  provided,  however,  that the benefits  under any such
plans of in which the Employee is a participant, including any such perquisites,
shall cease upon re-employment by a new employer. By way of additional severance
compensation,  the  Corporation  shall  issue to the  Employee  within  five (5)
business days of the date of termination, a number of shares of the common stock
of the  Corporation  equal to the number of shares of such common stock, if any,
which the Employee shall have forfeited under the terms of the Stock Restriction
Agreement, attached as Exhibit "A" hereto, which stock shall be fully registered
under a Form S-8 registration statement, if available to the Corporation,  or if
such Form shall not be  available  to the  Corporation,  the  Corporation  shall
immediately  take steps to register such shares with the Securities and Exchange
Commission on such Form of registration  statement as shall then be available to
the Corporation, including without limitation Form S-1.

         7.2 No Severance  Compensation Upon Other Termination.  In the event of
Termination For Cause pursuant to Paragraph 6.1, or termination by reason of the
Employee's  Disability or Death  pursuant to Paragraphs 6.4 or 6.5, or Voluntary
Termination  pursuant to  Paragraph  6.6 hereof,  neither the  Employee  nor her
estate shall not be paid any severance compensation.


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8. Outside Activities of the Employee

         The  Corporation  acknowledges  that the Employee has  commitments  and
business  activities   including  the  practice  of  law,  not  related  to  the
Corporation.  There shall be no restriction on the Employee's ability to fulfill
such commitments or engage in such business activities, provided that during the
term of the  Employee's  employment  under this Agreement or for a period of six
months after the termination of such employment  (other than a Termination Other
Than For Cause or a Termination  Upon Change in Control) the Employee  shall not
divert away from, for the Employee's  personal benefit, or for the benefit of an
organization  in which the  Employee  has a  material  financial  interest,  any
opportunity,  arising during such period, in the tire recycling  industry unless
the Board of Directors of the  Corporation  have  determined  not to pursue such
opportunity.

9. Payment Obligations

         The  Corporation's  obligation to pay the Employee the compensation and
to make  the  arrangements  provided  herein  shall  be  unconditional,  and the
Employee shall have no obligation  whatsoever to mitigate damages hereunder.  If
litigation  after a Change in Control  shall be brought to enforce or  interpret
any provision  contained  herein,  the  Corporation,  to the extent permitted by
applicable  law and the  Corporation's  Articles  of  Incorporation  and Bylaws,
hereby  indemnifies the Employee for the Employee's  reasonable  attorneys' fees
and disbursements incurred in such litigation.

10. Confidentiality

         The Employee agrees that all confidential  and proprietary  information
relating  to the  business  of the  Corporation  shall  be kept and  treated  as
confidential both during and after the term of this Agreement,  except as may be
permitted  in  writing  by the  Corporation's  Board  of  Directors  or as  such
information  is within the  public  domain or comes  within  the  public  domain
without any breach of this Agreement.

11. Withholdings

         All  compensation  and  benefits  to the  Employee  hereunder  shall be
reduced by all federal,  state,  local and other  withholdings and similar taxes
and payments required by applicable law.

12. Indemnification

         12.1 In addition to any rights to indemnification to which the Employee
is entitled to under the Corporation's Articles of Incorporation and Bylaws, the
Delaware Business  Corporation Law or any successor  provision thereof,  and any
other applicable state law, the Corporation  shall at all times during and after
the term of this Agreement indemnify and hold the Employee


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<PAGE>

harmless from and against any and all losses, claims,  damages,  liabilities and
obligations of any kind and description,  including any reasonable attorney fees
incurred by the Employee in  investigating,  defending or settling  such losses,
claims,  damages,  liabilities  and  obligations,  arising  out of or in  anyway
connected  with the  Employee's  serving  as legal  counsel  to the  Corporation
pursuant to her engagement under this Agreement or her previous engagement under
the Executive  Agreement,  dated January 18, 1995, as amended May 31, 1996,  and
the  Corporation  shall pay the  Employee's  expenses in defending  any civil or
criminal action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding.

         12.2 The  Employee  agrees to give  prompt  notice  to the  Corporation
immediately upon her having actual knowledge of any claims as to which indemnity
shall or may be sought,  and shall  permit the  Corporation  (at its expense) to
assume  the  defense of any such claim or any  litigation  resulting  therefrom;
provided that counsel for the Corporation, who shall conduct the defense of said
claim or litigation,  shall be reasonably  satisfactory to the Employee, and the
Employee may participate in such defense; provided, further, that the failure by
the Employee to give notice as provided herein shall not relieve the Corporation
of its  obligations  under  Paragraph  12.1 hereof except to the extent that the
failure  results in an  omission  of actual  notice to the  Corporation  and the
Corporation  is damaged  solely as a result of the failure to give  notice.  The
Corporation,  in the defense of any such claim or litigation,  shall not, except
with the consent of the Employee,  consent to the entry of any judgment or enter
into any settlement that does not include as an  unconditional  term, the giving
by the claimant or plaintiff to the Employee of a release from all  liability in
respect to such claim or litigation.

13. Notices

         Any  notices  permitted  or  required  under  this  Agreement  shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written  proof of receipt  required,  addressed to the parties as set forth
below and shall be deemed given upon receipt to the Corporation at:


                               Tirex America, Inc.
                               3767 Thimens, Suite 207
                               Ville St. Laurent, Quebec
                               H4R 1W4

addressed to the Employee at:

                               Frances Katz Levine
                               621 Clove Road
                               Staten Island, NY 10310
 

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or at any other address as any party may, from time to time, designate by notice
given in compliance with this Paragraph.

14. Law Governing

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Delaware.

15. General

         15.1 Titles and Captions.  All section titles or captions  contained in
this  Agreement  are for  convenience  only and shall not be deemed  part of the
context nor effect the interpretation of this Agreement.

         15.2 Entire Agreement. This Agreement contains the entire understanding
between  and among the  parties  and  supersedes  any prior  understandings  and
agreements among them respecting the subject matter of this Agreement.

         15.3 Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.

         15.4  Attorney  Fees.  In the event an  arbitration,  suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal  therefrom,  it is agreed that the prevailing  party shall be entitled to
reasonable  attorneys fees to be fixed by the  arbitrator,  trial court,  and/or
appellate court.

         15.5  Computation  of Time. In computing any period of time pursuant to
this  Agreement,  the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday,  Sunday,  or legal  holiday,  in which event the period
shall  run  until the end of the next day  thereafter  which is not a  Saturday,
Sunday, or legal holiday.

         15.6  Pronouns and Plurals.  All  pronouns and any  variations  thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or plural
as the identity of the person or persons may require.

         15.7  Presumption.  This Agreement or any section  thereof shall not be
construed  against any party due to the fact that said  Agreement or any section
thereof was drafted by said party.


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<PAGE>

         15.8 Further  Action.  The parties hereto shall execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.

         15.9  Parties in Interest.  Nothing  herein shall be construed to be to
the benefit of any third party,  nor is it intended that any provision  shall be
for the benefit of any third party.

         15.10  Savings  Clause.  If any  provision  of this  Agreement,  or the
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

                                                    TIREX AMERICA, INC.



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


                                                    TIREX CANADA, INC.



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


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


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