Exhibit 4.8


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

                              THE TIREX CORPORATION

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


                              CONSULTING AGREEMENT



                                 By and Between


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

         The Tirex Corporation                     William T. Whalen
         3828 St. Patrick Street        and        2 Rockwood Avenue
         Montreal, Quebec                          Massapequa, New York
         Canada H4E 1A4                            USA            11758
         --------------------------------------------------------------




         Whereas, the Consultant is willing to provide his services to the
         Corporation for the said period under the terms and conditions
         hereinafter provided; and

         Whereas, the Corporation wishes to assure itself of the services of the
         Consultant as provided for in Article 3 of this Agreement for the
         period provided stipulated in Article 2 following:

         Therefore, Witnesseth, that for and in consideration of the premises
         and of the mutual promises and covenants herein contained, the parties
         hereto agree as follows:

1.       Definitions

         1.1      Termination For Cause shall mean termination by the
                  Corporation of the Consultant's engagement by the Corporation
                  by reason of the Consultant's wilful dishonesty towards, fraud
                  upon, or deliberate injury or attempted injury to, the
                  Corporation or by reason of the Consultant's wilful 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 Consultant's part shall be considered
                  "wilful" or "deliberate" unless done or omitted to be done, by
                  him not in good faith and without reasonable belief that his
                  action or omission was in the best interest of the
                  Corporation. Notwithstanding the foregoing, the Consultant
                  shall not be deemed to have been terminated for Cause without
                  (in written notice to the Consultant 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 Consultant for the
                  Consultant, together with his counsel, to be heard before the
                  full Board of Directors of the Corporation, and (iii) delivery
                  to the Consultant of a Notice of Termination as defined in
                  Paragraph 7.8 hereof from the Board of Directors finding that,
                  following such hearing before the Board, in the good faith
                  opinion of such Board, the Consultant was guilty of conduct
                  set forth above and specifying the particulars thereof in
                  detail.

                                                                     Page 1 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


         1.2      Termination for "Good Reason" shall mean termination by the
                  Consultant of the Consultant's engagement by the Corporation
                  because of: (i) a "Change in Control", as defined in Paragraph
                  2.1 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 non-compliance
                  has been given by the Consultant to the Company, (iii) the
                  determination by the Consultant 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 Consultant can no longer properly and
                  effectively discharge his responsibilities under this
                  Agreement 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
                  Consultant's employment which is not effected pursuant to a
                  Notice of Termination satisfying the requirements of Paragraph
                  7.8 hereof (and for purposes of this Agreement no such
                  purported termination shall be effective).

         1.3      Termination Other Than For Cause shall mean termination by the
                  Corporation of the Consultant's engagement by the Corporation
                  (other than in a Termination for Cause) and shall include
                  "Constructive Termination", as that term is defined in
                  Paragraph 1.6.

         1.4      Termination Upon a Change in Control shall mean a termination
                  by the Corporation of the Consultant's engagement with the
                  Corporation within 120 days following a Change in Control, as
                  that term is defined in Paragraph.1.

         1.5      Voluntary Termination shall mean termination by the Consultant
                  of the Consultant's engagement 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 Consultant's death or disability
                  as described in Paragraphs 7.3 and 7.4.

         1.6      Constructive Termination shall mean termination by the
                  Corporation of the Consultant's employment by reason of
                  material breach of this Agreement by the Corporation, such
                  "Constructive Termination" to be effective upon thirty (30)
                  days written notice thereof from the Consultant to the
                  Corporation.

         1.7      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 2.3, 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".

2.       Engagement

         The Corporation agrees to and does hereby engage the Consultant, and
         the Consultant agrees to and does hereby accept engagement by the
         Corporation as a consultant in connection with the operation of certain
         aspects of the business and affairs of the Corporation, for the
         three-month which commenced as of the Effective Date and will end on
         November 30, 2001. The period during which Consultant will serve in
         such capacity shall be deemed the "Engagement Period" and shall
         hereinafter be referred to as such.

                                                                     Page 2 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


3.       Consulting Services

         The activities which the Consultant will undertake and the services
         which the Consultant will render from the Effective Date will, without
         limitation, the following:

         3.1      The Consultant will become knowledgeable with all facets of
                  the Corporation , its products, services, management and
                  capital structure such that the Consultant will be able to
                  best assist the Corporation.

         3.2      The Consultant will assist the Corporation in the preparation
                  of Investor, Broker and Investment Banker Materials to present
                  Tirex in the best light to the aforementioned groups.

         3.3      The Consultant will expose the Corporation to Brokers
                  throughout the USA to generally enhance the Corporation's name
                  within the Brokerage community.

         3.4      The Consultant will introduce the Corporation to select
                  market-makers who can be of assistance in the marketplace and
                  be supportive of the combined efforts of the Consultant and of
                  the Corporation.

         3.5      The Consultant will make appropriate introductions to certain
                  Investment Banking Firms and other funding sources to assist
                  the Corporation in raising funds to meet its goals.

         3.6      The Consult will present the Corporation and arrange
                  interviews with Management for various media (i.e. Monthly
                  National Radio Broadcasts) to broaden the recognition of the
                  Corporation in designated areas. The Consultant will assist in
                  raising the funds to pay for the media.

         3.7      The Consultant will arrange for Tirex to be a presenter at the
                  NIBA (National Investment Bankers Association) show in
                  February 2002. Consultant warrants that he has presented
                  several companies at these meetings and that all will have
                  received both market support and funding sources as a result.
                  The cost is approximately US$10,000. The Consultant will
                  assist the Corporation in raising the necessary funds.

         3.8      The Consultant will provide such other assistance as is within
                  his sphere of competence at the request of Management, which
                  assistance could include, without limitation, the handling of
                  stockholder inquiries and responding to and assisting in the
                  preparation of SEC filings, as needed.

         All such services are to be performed only upon the authorization from
         President of the Corporation. The Consultant shall have the sole
         discretion as to the form, manner and place in which the said
         consulting services shall be rendered. The Consultant shall, by this
         agreement, be prevented and barred from rendering services of the same
         or similar nature, as herein described, or services of any nature
         whatsoever, for or on behalf of persons, firms or corporations, other
         than the Corporation, in the same business as, or which are in
         competition with the Corporation.

4.       Compensation

         4.1      The "Benchmark Price" shall be defined as the average of the
                  closing bid and ask on the first or last trading day preceding
                  the start or end of each thirty days period of the Agreement,
                  to be specified in each case.

         4.2      For the first thirty-day period of the Agreement, the
                  Corporation will issue to the Consultant 175,000 shares of the
                  Corporation.

                                                                     Page 3 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


         4.3      For the second and third thirty-day periods, the Corporation
                  will issue to the Consultant such number of shares as will be
                  derived by multiplying 175,000 by the fraction derived using
                  the Benchmark Price at the beginning of the thirty-day period
                  as the numerator and the Benchmark Price at the end of the
                  thirty-day period as the denominator. The calculated number of
                  shares shall be designated the "Base Issuable Shares".

         4.4      Where the Benchmark Price at the end of a thirty-day period is
                  greater than the Benchmark Price at the beginning of the same
                  thirty-day period, the Consultant will be entitled to receive
                  additional shares, hereinafter called "Bonus Shares".

         4.5      The number of bonus shares attributable to the Consultant
                  shall be calculated according to the following formula:

                  4.5.1    For each ten percentage point increase in the
                           Benchmark Price at the end of the thirty-day period
                           relative to the Benchmark Price at the beginning of
                           the thirty-day period, the Consultant shall be
                           entitled to receive two (2) percentage points of
                           additional shares multiplied by the Base Issuable
                           Shares.

5.       Confidentiality

         5.1      The Consultant 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.

         5.2      The Consultant acknowledges that he will develop and be
                  exposed to information that is or will be confidential and
                  proprietary to the Corporation. The information includes
                  customer lists, technology designs, plans and information,
                  marketing plans, pricing data, product plans, software, and
                  other intangible information. Such information shall be deemed
                  confidential to the extent not generally known within the
                  trade. The Consultant agrees to make use of such information
                  only in the performance of his duties under this Agreement to
                  maintain such information in confidence and to disclose the
                  information only to persons with a need to know.

6.       Compliance with Securities Regulations

         6.1      The Consultant warrants that he is familiar with those
                  Securities Laws and Regulations in force in the United States
                  of America with regard to securities transactions in general,
                  and respecting the use or disclosure of confidential
                  information of a publicly traded company to individuals or
                  companies prior to such information's becoming available to
                  the general public.

         6.2      The Consultant expressly covenants that he 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.

7.       Termination

         7.1      Termination For Cause.

                  Termination For Cause may be effected by the Corporation in
                  accordance with the procedures set forth in Paragraph 1.1 at

                                                                     Page 4 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


                  any time during the term of this Agreement and shall be
                  effected by written notification to the Consultant in
                  accordance with Paragraph 7.8 below and payment of any
                  appropriate business expenses incurred by the Consultant in
                  connection with his duties hereunder, all to the date of
                  termination, but the Consultant shall not be paid any other
                  compensation or reimbursement of any kind.

         7.2      Termination For Good Reason.

                  Notwithstanding anything else in this Agreement, the
                  Consultant 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 7.8
                  hereof. Upon the effectiveness of any Termination for Good
                  Reason, the Consultant shall promptly be paid all accrued
                  remuneration and bonus compensation to the extent earned, and
                  any appropriate business expenses incurred by the Consultant
                  in connection with his duties hereunder, all to the date of
                  termination.

         7.3      Termination by Reason of Disability.

                  If, during the term of this Agreement, the Consultant fails to
                  perform his duties under this Agreement on account of illness
                  of physical or mental incapacity, and such illness or
                  incapacity continues for a period of more than one month, the
                  Corporation shall have the right to terminate the Consultant's
                  contract hereunder by written notification to the Consultant
                  and payment to the Consultant of all accrued remuneration and
                  bonus compensation to the extent earned, and any appropriate
                  business expenses incurred by the Consultant in connection
                  with his duties hereunder, all to the date of termination, but
                  the Consultant shall not be paid any other compensation or
                  reimbursement of any kind.

          7.4     Death.

                  In the event of the Consultant's death during the term of this
                  Agreement, the Consultant's contract shall be deemed to have
                  terminated as of the last day of the month during which his
                  death occurs and the Corporation shall promptly pay to his
                  estate or such beneficiaries as the Consultant may, from time
                  to time, designate all accrued remuneration and bonus
                  compensation to the extent earned, and any appropriate
                  business expenses incurred by the Consultant in connection
                  with his duties hereunder, all to the date of termination, but
                  the Consultant's estate shall not be paid any other
                  compensation or reimbursement of any kind.

         7.5      Voluntary Termination.

                  In the event of a Voluntary Termination, the Corporation shall
                  promptly pay all accrued remuneration and bonus compensation
                  to the extent earned, and any appropriate business expenses
                  incurred by the Consultant in connection with his duties
                  hereunder, all to the date of termination, but no other
                  compensation or reimbursement of any kind.

         7.6      Termination Upon a Change in Control

                  In the event of a Termination Upon the effectiveness of a
                  Change in Control, the Consultant shall immediately be paid
                  all accrued remuneration and bonus compensation to the extent
                  earned, and any appropriate business expenses incurred by the
                  Consultant in connection with his duties hereunder, all to the
                  date of termination.

         7.7      Constructive Termination

                  The Consultant may give notice to the Corporation that the
                  Corporation has effected a Constructive Termination of the
                  Consultant's employment by reason of the Corporation's
                  material breach of this Agreement, by written notification to
                  the Corporation in accordance with Paragraph 7.8 below. Upon
                  the effectiveness of any Constructive Termination, the
                  Consultant shall immediately be paid all accrued remuneration
                  and bonus compensation to the extent earned, and any

                                                                     Page 5 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


                  appropriate business expenses incurred by the Consultant in
                  connection with his duties hereunder, all to the date of
                  termination.

         7.8      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 Consultant of such
                  termination. The Consultant may effect a termination of this
                  Agreement pursuant to the provisions of this Section upon
                  giving thirty (30) days written notice to the Corporation of
                  such termination.

8.       Assignment

         This Agreement may be assigned by the Corporation as part of the sale
         of substantially all of its business; provided, however, that the
         purchaser shall expressly assume all obligations of the Corporation
         under this Agreement. Further, this Agreement may be assigned by the
         Corporation to an affiliate, provided that any such affiliate shall
         expressly assume all obligations of the Corporation under this
         Agreement, and provided further that the Corporation shall then fully
         guarantee the performance of the Agreement by such affiliate.
         Consultant agrees that if this Agreement is so assigned, all the terms
         and conditions of this Agreement shall obtain between such assignee and
         himself with the same force and effect as if said Agreement had been
         made with such assignee in the first instance. This Agreement is
         personal to the Consultant and shall not be assigned without written
         consent of the Corporation.

9.       Notices

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

         -----------------------------------------------------------------------
         The Tirex Corporation 3828 St.          William T. Whalen
         Patrick Street                          2 Rockwood Avenue
         Montreal, Quebec                        Massapequa, New York
         Canada          H4E 1A4                 USA        11758
         -----------------------------------------------------------------------

10.      Law Governing

         This Agreement shall be governed by and subject to the laws of the
         Province of Quebec.

11.      General

         11.1     Titles and Captions

                  All sections, 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.

         11.2     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.

                                                                     Page 6 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


         11.3     Agreement Binding

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

         11.4     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 either Canada or in the
                  USA, in which event the period shall begin to run on the next
                  day which is not a Saturday, Sunday, or legal holiday in
                  Canada or in the USA, in which event the period shall run
                  until the end of the next day thereafter which is not a
                  Saturday, Sunday or legal holiday in Canada or in the USA.

         11.5     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.

         11.6     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.

         11.7     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.

         11.8     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.

         11.9     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.

                                                                     Page 7 of 8
<PAGE>

Tirex Corporation - William T. Whalen
Consulting Agreement


         In Witness Whereof, the parties hereto have executed the above
Agreement this 20th day of September, 2001


         For:                                    For:
         THE TIREX CORPORATION                   William T. Whalen



         /s/ JOHN L. THRESHIE, JR.               /s/ WILLIAM T. WHALEN
         ------------------------------          ------------------------------
         John L. Threshie Jr., President/CEO     William T. Whalen, Consultant


                                                                     Page 8 of 8