Exhibit 4.10


                              CONSULTING AGREEMENT


This Agreement dated as of the 22nd day of March 2002, is made and entered into
by and between:

THE TIREX CORPORATION      a corporation incorporated under the laws of Delaware
                           and having an office at 3828 Saint Patrick, Montreal,
                           Quebec, (hereinafter referred to as "TIREX")

and

DANFORD OVERSEAS LTD.,     a corporation incorporated under the laws of the
                           British Virgin Islands and having an office at Torre
                           Las Mercedes, Av. La Estancia, Chuao, Caracas,
                           Venezuela, (hereinafter referred to as the
                           "Consultant")

WHEREAS Tirex has developed a unique technology for recycling waste tires
through a semi-cryogenic process and a patented disintegration process,
hereinafter referred to as the "TCS-System", and

WHEREAS the Consultants represent that they have relevant experience and useful
contacts in both the private and public sectors from whom Tirex could benefit,
and

WHEREAS TIREX wishes to establish a relationship with Consultant in order to
seek assistance in the area of management, government relations and funding, and
financial restructuring; and

WHEREAS TIREX supports the policies underlying the Organization for Economic
Co-operation and Development Convention on Combatting Bribery of Foreign Public
Officials in International Business Transactions (the "OECD Convention") and
TIREX requires that any party representing it comply with any and all applicable
legislation implementing the policies of the OECD Convention, including without
limitation the Corruption of Foreign Public Officials Act (Canada); and

WHEREAS, the Consultants agree to accept the engagement and to undertake all
necessary efforts and actions to fulfill the mandate accorded to them, and

WHEREAS the parties wish to record the terms and conditions of their
relationship;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual
covenants and agreements hereinafter set forth, the parties covenant and agree
as follows:

1.       DEFINITIONS

1.1      The "Consultants" shall mean Danford Overseas Ltd., and all persons
         employed by or acting as consultants for and on behalf of Danford
         Overseas Ltd.
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1.2      The "Corporation" shall mean, unless context necessarily implies
         otherwise, The Tirex Corporation, The Tirex Corporation Canada Inc. and
         Tirex Canada R&D Inc, and all other corporations, partnership, or other
         entities, now or in the future controlled by, under common control
         with, or in control of, The Tirex Corporation, jointly and severally.

1.3      The Work shall mean all those activities and actions undertaken by the
         Consultant for and on behalf of TIREX during the course of this
         Consulting Agreement

1.4      The Projects shall mean those projects in respect of which the
         Consultant will earn performance-based remuneration in accordance with
         Article 5.5 following and any other project or projects conferred upon
         the Consultant during the term of this Agreement by the management of
         Tirex.

1.5      Territory shall mean such countries, political sub-divisions of
         countries such as provinces or states, or regions where the Consultant
         is expected to undertake the Work or any Project for which he will have
         been given a mandate by Tirex and which mandate the Consultant will
         have accepted.

2.       APPOINTMENT AND TERM

2.1      This Agreement shall remain in effect until December 31, 2002.

         2.1.1    There is no provision for automatic renewal of the present
                  agreement.

         2.1.2    The parties may agree to extend the present contract on terms
                  and conditions to be negotiated prior to the end of the
                  present Agreement

2.2      The term shall expire immediately if this Agreement is terminated in
         accordance with Article 7.

3.       SCOPE OF REPRESENTATION

3.1      Consultant shall perform all reasonable services as Consultant may deem
         necessary in order to favour the success of TIREX including, but not
         limited to assisting the Company with its government relations,
         identifying and introducing the Company to strategic manufacturing
         partners and such additional services and advice on related matters as
         needed.

3.2      The Consultant warrants and covenants that no individual or firm
         involved in the performance of the Work, is, or shall at any time while
         this Agreement is in effect, be a "foreign public official", as that
         term is defined in the Act.

4.       LIMITS OF REPRESENTATION

4.1      The Consultant shall not, directly or indirectly, solicit or
         participate, for its own benefit and/or in its own name, with respect
         to the work or any Project or with respect to a Customer of TIREX, in

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         the sale of any services, materials, equipment, apparatus or other
         items of a similar general character as the WORK, without the prior
         written consent of TIREX.

4.2      The Consultant shall neither represent nor perform any services
         enumerated herein for any person, firm or corporation that is, directly
         or indirectly, in any way in competition with TIREX.

4.3      Consultant has not and shall not enter into any contract or
         arrangement, either directly or indirectly, with any person, firm or
         corporation that would create an actual or potential conflict of
         interest, without TIREX's prior written approval, such approval not to
         be unreasonably withheld.

4.4      The Consultant shall not, under any circumstances whatsoever unless,
         duly authorized in writing by an officer of TIREX, be considered to be
         TIREX's agent; have any right or authority to create any obligation of
         any kind on TIREX's behalf; attempt to enter into contracts, agreements
         or commitments in the name of or on behalf of TIREX; or bind TIREX in
         any respect whatsoever.

4.5      Without limiting the generality of paragraph 3.4, in no event shall the
         Consultant alter in any manner whatsoever any offers, proposals, bids
         or tenders submitted by TIREX to a CUSTOMER without TIREX's prior
         written approval, and then only to the extent authorized.

5.       REMUNERATION

5.1      Subject to the payment of amounts expressly specified in this
         Agreement, Consultant shall bear its own costs and expenses related to
         the performance of this Agreement.

5.2      Upon signing of this Agreement, the Corporation will instruct its
         Transfer Agent to issue to the Consultants, or any other person or
         corporation designated by the Consultants 2,250,000 unrestricted shares
         of the Corporation. Said shares are being issued in recognition of work
         already performed, including, but not limited to government relations
         work with the Canadian Commercial Corp., Investment Quebec, Aon Inc.
         and RSW Inc.. Additional remuneration will be awarded in accordance
         with Article 5.5 following.

5.3      In the event that the present consulting agreement is terminated "for
         cause" as described in Article 5.4 following, the Consultants will
         return to the Corporation the shares received by them or other
         designated by them under this agreement

5.4      Termination For Cause shall mean termination by the Corporation of the
         Consultants' engagement by the Corporation by reason of the
         Consultants' willful dishonesty towards, fraud upon, or deliberate
         injury or attempted injury to, the Corporation or by reason of the
         Consultants' 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 Consultants' part shall be
         considered "willful" or "deliberate" unless done or omitted to be done,
         by either of them acting alone or together, not in good faith and
         without reasonable belief that their action or omission was in the best
         interest of the Corporation. Notwithstanding the foregoing, the

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         Consultants shall not be deemed to have been terminated for Cause
         without (in written notice to the Consultants setting forth the reasons
         for the Corporation's intention to terminate for Cause, (ii) an
         opportunity on not less than twenty (20) days written notice from the
         Corporation to the Consultants for the Consultants, together with their
         counsel, to be heard before the full Board of Directors of the
         Corporation, and (iii) delivery to the Consultants of a Notice of
         Termination hereof from the Board of Directors finding that, following
         such hearing before the Board, in the good faith opinion of such Board,
         the Consultants were, acting alone or together, guilty of conduct set
         forth above and specifying the particulars thereof in detail.

5.5      Performance-Based Remuneration

         In addition to the shares issued under Article 5.2 preceding, the
         Consultant(s) may be awarded additional compensation of up to a total
         of ten million seven hundred and fifty thousand shares for the
         successful conclusion of agreements satisfactory to Tirex with the
         Canadian Commercial Corporation, Groupe RSW or a similar engineering
         construction company, financial institutions respecting the
         establishment of credit facilities, and agreements for grants,
         contributions, loans and loan guarantees from departments and agencies
         of the Government of Canada and from the Government of Quebec. These
         shares may be issued in stages over the term of this agreement as the
         Board of Directors of the Company in their good faith opinion deem
         appropriate in accordance with the performance requirements set forth
         herein.

         5.5.1    The Consultant shall have the right and the responsibility to
                  manage such negotiations with the organizations noted in
                  Article 4.4 preceding, or with such other organizations as
                  might be able to offer similar benefits to Tirex, and to
                  receive such additional compensation as noted in Article 5.5
                  preceding on the conditions that the sale of a TCS System to
                  Puerto Rico is assured and that the operations of Tirex from
                  the date of signature of this Agreement until December 31,
                  2002 can equally be assured.

         5.5.2    In addition to the shares noted in Articles 5.2 and 5.5
                  preceding, Tirex may engage the services of the Consultant to
                  perform other specific tasks at a rate and fee to be
                  negotiated on a case-by-case basis and outside of the terms of
                  this Agreement.

5.6      The Consultant represents, warrants and covenants that no payment of
         any amount payable by TIREX to the Consultant hereunder shall
         constitute or result in a violation of any Act or any of the laws of
         any applicable jurisdiction.

5.7      The Consultants warrant that they are familiar with the laws and
         regulations promulgated by the Securities and Exchange Commission of
         the United States of America, and particularly but without limitation,
         those laws and regulations pertaining to insider trading, divulging of
         insider information on a selective basis, and public expressions of
         opinions and information respecting TIREX which a reasonable man might
         expect to result in undue trading in the stock and stock price
         variations. The Consultants expressly covenant that they will not
         knowingly contravene any Securities Law or Regulation in force in the
         United States of America in the course of providing consulting services
         to the Corporation.

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5.8      The Consultants expressly warrant that they are familiar with those SEC
         Regulations governing the eligibility of persons to be included in Form
         S-8 filings for purposes of having restrictive legends removed from
         share certificates and that the activities which they will undertake
         for and on behalf of the Corporation, with the exception of any
         activities which might be undertaken to raise funds for Tirex from
         private investors compensation for which is expressly excluded from any
         rights of inclusion under a Form S-8 Registration Statement, will not
         render them ineligible for inclusion on any S-8 filing which might be
         made by the Corporation during the course of the twelve-month period
         following the date on which the compensation shares will have been
         issued to the Consultants.

6.       TIREX'S RIGHTS

6.1      TIREX reserves the right to reject any order or terminate any
         negotiations at any time prior to contract signing for any reason
         whatsoever without incurring any responsibility or liability to the
         Consultant.

7.       CURRENCY, EXCHANGE AND TAXES

7.1      Unless otherwise agreed upon in writing by the parties, all payments by
         TIREX to the Consultant shall be in United States dollars.

7.2      TIREX shall not be liable for any taxes, duties, levies or other
         similar amounts whatsoever levied by any authority whatsoever on
         payments by TIREX to the Consultant pursuant to this Agreement. All
         such payments shall be deemed to include all such taxes, duties and
         levies.

7.3      Subject to article 10 following TIREX shall have no obligation
         whatsoever to make payment of any amount payable hereunder to any
         individual or entity other than the Consultant, or at any place other
         than the Consultant's address for notice set out in paragraph 9.1

8.       TERMINATION

8.1      If TIREX or the Consultant gives notice to the other party indicating
         the other party's default or failure to perform its obligations, and if
         such default or failure is not remedied within ten (10) days of the
         said notice, this Agreement shall terminate forthwith and automatically
         without any further notice.

8.2      This Agreement may be terminated without cause by either party, at any
         time, with 30 days prior written notice.

8.3      Notwithstanding the provisions of Section 8.1, this Agreement shall
         terminate forthwith and automatically without any notice whatever by
         the mere occurrence of any one or more of the following events, unless
         TIREX shall waive termination upon notification by the Consultant of
         such occurrences:

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         a)       Consultant or any of its employees or agents carrying out its
                  duties hereunder becomes for whatever reason persona non
                  grata;

         b)       Consultant or any of its employees or agent carrying out its
                  duties hereunder becomes unable to carry out the
                  responsibilities under this Agreement or becomes unable to
                  carry on business in the applicable territory for any reason
                  whatsoever, for a period exceeding ten (10) days;

         (c)      this Agreement or any part thereof, or the performance of any
                  one or more of the obligations of either Party hereunder, is
                  or becomes impermissible under the laws of any of: (i) Canada
                  and each of its provinces and territories; and (ii) any other
                  applicable jurisdiction.

9.       NOTICES

9.1      Any and all notices, invoices, statements and other information to be
         given or forwarded by the Consultant to TIREX or by TIREX to the
         Consultant shall be deemed to have been properly and adequately given
         if sent to the addresses written below by telefacsimile or letter
         signed by the party, postage prepaid, or by registered airmail:

         The Tirex Corporation      3828 Saint Patrick
                                    Montreal, Quebec
                                    Canada
                                    Tel: 514 933-2518
                                    Fax: 514 933-6368
                                    Attention: Mr. John L. Threshie Jr.

         Danford Overseas Ltd.      1 Place Ville Marie, Suite 1430,
                                    Montreal, Quebec
                                    Canada
                                    Tel: 514-497-3139
                                    Fax: 514-876-9951
                                    Attention: Mr. Peter A. Jaimes

10.      ASSIGNMENT

10.1     The Consultant may assign this contract to a related third party for
         fiscal reasons, and such assignment will not be a cause for
         cancellation of this Agreement, providing the persons undertaking the
         Work are the same as those contracting for and on behalf of Danford, or
         such other persons acceptable to Tirex.

11.      LIABILITY

11.1     It is understood that Consultant shall not accept responsibility nor
         indemnify TIREX for any claims, liability, or damages resulting from
         any acts or omissions of the Consultant in the performance of his
         duties under this Agreement, unless such claims, liability or damages
         result from wilful and wrongful acts of the Consultant.

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12.      CONFIDENTIALITY

12.1     The Consultant shall, during and after the term of this Agreement, keep
         in strict confidence and consider as proprietary, all information
         disclosed by TIREX of a commercial nature and technical nature,
         including business and financial information, agreements and
         arrangements between the parties, patents, know-how, designs,
         copyrights, licenses or sub-licenses, trade marks and trade secrets,
         except such technical information which is in or becomes part of the
         public domain, or which a Consultant already had in its possession.

13.      GENERAL

13.1     No waiver, alteration or modification of any of the provisions hereof
         shall be binding on either party unless the same be in writing and
         signed by the parties hereto or confirmed by telefacsimile by both
         parties.

13.2     This Agreement supercedes and cancels any and all previous
         understandings, agreements and commitments as may have been reached by
         the parties. This Agreement is the entire agreement between the parties
         and there are no collateral, oral or other written terms of any kind.

13.3     This Agreement shall not be deemed to be effective or binding upon
         TIREX until signed on its behalf by an Officer of the Company and
         ratified by the Board of Directors of Tirex.

13.4     This Agreement is made with The Tirex Corporation and is not applicable
         in any manner to any of its affiliated or associated companies through
         the world.

13.5     The Consultant hereby waives any right it had or has under any prior
         agreement be it contractual or at law.

13.6     The Consultant undertakes to bind, for its own benefit and for the
         benefit of TIREX, all of its employees and agents that may participate
         in the Consultant's efforts pursuant to this Agreement, such that all
         such persons shall have the same obligations to TIREX that the
         Consultant has to TIREX hereunder. The Consultant further agrees to
         indemnify TIREX for all losses and damages suffered by TIREX as a
         result of any breach of such obligations by such persons.

13.7     In the performance of its obligations under this Agreement, the
         Consultant and its agents, employees and subcontractors shall at all
         times comply with all applicable laws, rules, regulations and orders of
         (i) Canada and each of its provinces and territories, including without
         limitation the Corruption of Foreign Public Officials Act (Canada) (the
         "Act"), and (ii) any other applicable jurisdiction. The Consultant and
         the Principal hereby jointly and severally represent and warrant that
         each has read and understands the provisions of the Act. The Consultant
         and the Principal hereby further jointly and severally represent,
         warrant and covenant, on behalf of the Consultant and any other person,
         firm or other entity involved in the performance of the Work, that:

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         (a)      none of the remuneration payable to the Consultant hereunder
                  by TIREX has been or shall be used for, and that no money or
                  other consideration, whether paid or payable to the Consultant
                  by TIREX or from the Consultant's own account, has been or
                  shall be used for any illegal, immoral or corrupt purpose; and

         (b)      without limiting the generality of sub-paragraph 13.7(a),
                  neither the Consultant nor any other person, firm or entity
                  involved in the performance of the Work shall, in violation of
                  the Act, directly or indirectly, give, offer or agree to give
                  or offer, a loan reward, advantage or benefit of any kind to a
                  foreign public official (as that term is defined in the Act)
                  as consideration for an act or omission by the official in
                  connection with the performance of the official's duties or
                  functions or to induce the official to use his or her position
                  to influence any acts or decisions of the foreign state (as
                  that term is defined in the Act) or public international
                  organization for which the official performs duties or
                  functions, and that neither the Consultant nor any other
                  person, firm or entity involved in the performance of the Work
                  has done so prior to the effective date of this Agreement.

         The Consultant agrees to apprise any and all persons, firms and
         entities involved in the performance of the Work of the Consultant's
         representations, warranties, covenants and obligations hereunder and
         ensure that such persons, firms and entities comply therewith. The
         Consultant shall, as and when requested by TIREX, certify in writing
         the Consultant's compliance, as well as the compliance of any and all
         persons, firms and entities involved in the performance of the Work,
         with the provisions of paragraphs 2.2, 5.6, 7.3, 8.3(c) and 13.7 of
         this Agreement. In addition, the Consultant shall retain all books,
         payrolls, information and other records relating to this Agreement for
         a period of seven (7) years after the close of the calendar year to
         which the records relate. TIREX shall have access to and the right to
         audit these records at any reasonable time or times, at no charge to
         TIREX, to verify compliance by the Consultant with the provisions of
         this Agreement. The Consultant shall ensure that such audit rights in
         favour of TIREX are included in any and all subcontracts entered into
         by the Consultant with subcontractors for the performance of any of the
         Work.

         Notwithstanding any other provision of this Agreement, the Consultant
         shall indemnify, defend and hold harmless TIREX from and against any
         claim, loss, damage, penalty, liability, expense, attorney's fees and
         costs of whatever nature arising out of, or related to, or connected
         with any default or breach of the provisions of this paragraph 13.7, to
         the fullest extent permitted by law.

13.8     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.

13.9     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.

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13.10    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.

13.11    Language of the Agreement

         The parties have agreed that the present document be written in
         English. Les parties conviennent que le present document soit redige en
         anglais.

13.12    Governing Laws

         This Agreement shall be governed by the laws and courts of the Province
         of Quebec, Canada.

13.13    Retroactivity

         The parties agree that, notwithstanding the actual date of signature of
         this Agreement, the effective date for purposes of establishing the
         contractual relationship between the parties shall be November 1, 2001.


IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized officers and their corporate seals to be hereunto affixed.


                                       THE TIREX CORPORATION



                                       /s/ JOHN L. THRESHIE, JR.
                                       ------------------------------
                                       John L. Threshie, Jr.
                                       President / CEO



                                       DANFORD OVERSEAS LTD.



                                       /s/ PETER A. JAIMES
                                       ------------------------------
                                       Peter A. Jaimes
                                       President

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