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                              THE TIREX CORPORATION

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                              CONSULTING AGREEMENT


         CONSULTING AGREEMENT, made this 10th day of August, 2000, to be
effective August 1, 2000 (the "Effective Date") between The Tirex Corporation, a
corporation incorporated under the laws of Delaware (the "Corporation"), and
Phillip Romanoff, an individual residing at 9 Marine Place, Highlands, New
Jersey, USA 07732 (the "Consultant").

         WHEREAS, since the Effective Date, the Consultant will provide to the
Corporation, on the terms set forth herein, the consulting services described in
Section 2, of this Agreement;

         WHEREAS, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide his services to the Corporation for the said period under the
terms and conditions hereinafter provided;

         NOW, 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

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

         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 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".

         1.2.     CONSTRUCTIVE TERMINATION shall mean termination by the
                  Corporation of the Consultant's contract 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.

         1.3.     CONTINUING DIRECTORS shall mean, as of any date of
                  determination, any member of the Board of Directors of the

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                  Corporation who (I) was a member of that Board of Directors on
                  January 1st, 2000, (II) has been a member of that Board of
                  Directors for the two (2) 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.

         1.4.     EFFECTIVE DATE shall mean August 1, 2000.

         1.5.     TERMINATION FOR CAUSE shall mean termination by the
                  Corporation of the Consultant's contract 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
                  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 President
                  and the Chief Financial Officer of the Corporation, and (III)
                  delivery to the Consultant of a Notice of Termination from the
                  President and the Chief Financial Officer finding that,
                  following such hearing, in the good faith opinion of the
                  President and the Chief Financial Officer, the Consultant was
                  guilty of conduct set forth above and specifying the
                  particulars thereof in detail.

         1.6.     TERMINATION FOR "GOOD REASON" shall mean termination by the
                  Consultant of the Consultant's contract 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, or (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 to the Corporation,
                  after giving the Corporation not less than thirty (30) days
                  prior written notice of the effective date of such
                  termination.

         1.7.     TERMINATION OTHER THAN FOR CAUSE shall mean termination by the
                  Corporation of the Consultant's contract by the Corporation
                  (other than in a Termination for Cause) and shall include
                  "Constructive Termination", as that term is defined in
                  Paragraph 2.1.

         1.8.     TERMINATION UPON A CHANGE IN CONTROL shall mean a termination
                  by the Corporation of the Consultant's contract with the
                  Corporation within 120 days following a Change in Control, as
                  that term is defined in Paragraph 1.2.

         1.9.     VOLUNTARY TERMINATION shall mean termination by the Consultant

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                  of the Consultant's contract with the Corporation other than
                  (i) Constructive Termination, (ii) Termination upon a Change
                  in Control, and (iii) Termination for Good Reason.

2.       Employment Under the Consulting Agreement

         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
         one-year period which commenced as of the Effective Date and will end
         on July 31, 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.

3.       Consulting Services

         The services which the Consultant will render from the Effective Date
         will include the rendering of advice, opinions, "hands-on" assistance,
         and, subject to direction from the Board of Directors, will include,
         without limitation, the following:

         i)       Function for the Corporation as Director of Operations;
         ii)      Prepare complete operations and maintenance manuals for the
                  entire TCS-2 system;
         iii)     Oversee the design, construction, testing and installation of
                  the TCS-2 system.

         All such services are to be performed only upon the authorization of
         the Board of Directors, such authorization to be transmitted by a duly
         authorized representative of the Board of Directors, which
         representative shall be deemed to be either the President of the
         Corporation or the Vice-President of Engineering of the Corporation or
         such other person that the Board of Directors shall designate in
         writing. The Consultant shall propose the form, manner and place in
         which the said consulting services shall be rendered to the Vice
         President of Engineering who will be empowered by the Board of
         Directors, subject to ratification by the Board of Directors, to accept
         the Consultant's proposal or a modified version thereof. 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 other persons
         firms or corporations, other than the Corporation, which are in
         competition with the Corporation.


4.       Compensation

         4.1      As compensation for all consulting services rendered by the
                  Consultant during the Engagement Period pursuant to this
                  Agreement, the Corporation shall pay the Consultant 500,000
                  registered shares of common stock, $.001 par value per share,
                  of the Corporation. Said shares to be issued quarterly, in
                  four equal amounts of 125,000 shares, with the first
                  installment due on the signing of this Agreement.

         4.2      During the term of this Agreement, the Corporation shall

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                  reimburse the Consultant for reasonable and properly
                  documented out-of-pocket business and/or entertainment
                  expenses incurred by the Consultant in connection with his
                  duties under this Agreement.

5.       TERMINATION

         5.1      TERMINATION FOR CAUSE
                  Termination For Cause may be effected by the Corporation in
                  accordance with the procedures set forth in Paragraph 1.5 at
                  any time during the term of this Agreement and shall be
                  effected by written notification to the Consultant in
                  accordance with Paragraph 4.8 below. Upon the effectiveness of
                  a Termination For Cause, the Consultant shall promptly be paid
                  all 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.

         5.2      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 Consultant of such
                  termination. Upon the effectiveness of any Termination Other
                  Than For Cause, the Consultant shall promptly be paid any
                  unissued shares under this Agreement and any appropriate
                  business expenses incurred by the Consultant in connection
                  with his duties hereunder, all to the date of termination.

         5.3      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 4.8
                  hereof. Upon the effectiveness of any Termination for Good
                  Reason, the Consultant shall promptly be paid all appropriate
                  business expenses incurred by the Consultant in connection
                  with his duties hereunder, all to the date of termination.

         5.4      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 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.

         5.5      VOLUNTARY TERMINATION
                  In the event of a Voluntary Termination, the Corporation shall
                  promptly pay all 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.

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

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         5.7      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 4.8 below. Upon
                  the effectiveness of any Constructive Termination, the
                  Consultant shall immediately be paid any appropriate business
                  expenses incurred by the Consultant in connection with his
                  duties hereunder, all to the date of termination, and all
                  unissued shares under this Agreement.

         5.8      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.

         5.9      REDEMPTION OF SHARES
                  In all cases of Termination other than For Cause (section
                  4.1), the Corporation shall, as additional termination
                  indemnity, proceed to the redemption of all the shares held by
                  the Consultant in the Corporation, if the Consultant so
                  wishes. The amount to be paid for such shares shall be the
                  higher of:

                  5.9.1    The then market value of the shares thus redeemed; or

                  5.9.2    The consideration given by the Consultant for the
                           issuance or acquisition of the said shares of the
                           Corporation.

6.       Secrets

         Consultant agrees that any trade secrets or any other like information
         of value relating to the business and/or field of interest of the
         Corporation or any of its affiliates, or of any corporation or other
         legal entity in which the Corporation or any of its affiliates has an
         ownership interest of more than twenty-five per cent (25%), including
         but not limited to, information relating to inventions, disclosures,
         processes, systems, methods, formulae, patents, patent applications,
         machinery, materials, research activities and plans, costs of
         production, contract forms, prices, volume of sales, promotional
         methods, list of names or classes of customers, which he has heretofore
         acquired during his engagement by the Corporation or any of its
         affiliates or which he may hereafter acquire during the Engagement
         Period and the three-year period beginning after termination of the
         Engagement Period as the result of any disclosures to him, or in any
         other way, shall be regarded as held by the Consultant and his
         personnel, if any, in a fiduciary capacity solely for the benefit of
         the Corporation, its successors or assigns, and shall not at any time,
         either during the term of this Agreement or thereafter, be disclosed,
         divulged, furnished, or made accessible by the Consultant and his
         personnel, if any, to anyone, or be otherwise used by them, except in
         the regular course of business of the Corporation or its affiliates.
         Information shall for the purposes of this Agreement be considered to
         be secret if not known by the trade generally, even though such
         information may have been disclosed to one or more third parties
         pursuant to distribution agreements, joint venture agreements and other
         agreements entered into by the Corporation or any of its affiliates.

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7.       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.


8.       Entire Understanding

         This Consulting Agreement contains the entire understanding between the
         parties and supersedes all prior and collateral communications,
         reports, agreements, and understandings between the parties. No change,
         modification, alteration, or addition to any provision hereof shall be
         binding unless in writing and signed by authorized representatives of
         both parties. This Consulting Agreement shall apply in lieu of and
         notwithstanding any specific statement associated with any particular
         information or data exchanged, and the duties of the parties shall be
         determined exclusively by the aforementioned terms and conditions.


9.       Survival of Certain Agreements

         The covenants and agreements set forth in Articles 6 and 7, hereof and,
         to the extent applicable, the covenants and agreements set forth in
         Article 4 hereof, shall survive the expiration of the Engagement Period
         and shall survive termination of this Agreement and remain in full
         force and effect.


10.      Notices

         10.1     All notices required or permitted to be given hereunder 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 as evidenced by written and dated
                  receipt of the receiving party.

         10.2     Any notice to the Corporation or to any assignee of the
                  Corporation shall be addressed as follows:

                                    The Tirex Corporation
                                    3828 St. Patrick Street
                                    Montreal, Quebec
                                    Canada H4E 1A4

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         10.3     Any notice to Consultant shall be addressed as follows:

                                    Phillip Romanoff
                                    9 Marine Place
                                    Highlands, New Jersey
                                    USA         07732


         10.4     Either party may change the address to which notice to it is
                  to be addressed, by notice as provided herein.

11.      Applicable Law

         This Agreement shall be interpreted and enforced in accordance with the
         laws of Quebec.

12.      Interpretation

         Whenever possible, each Article of this Agreement shall be interpreted
         in such manner as to be effective and valid under applicable law, but
         if any Article is unenforceable or invalid under such law, such Article
         shall be ineffective only to the extent of such unenforceability or
         invalidity, and the remainder of such Article and the balance of this
         Agreement shall in such event continue to be binding and in full force
         and effect.


13.      Prior Agreements

         This Agreement supersedes and cancels any and all prior agreements,
         whether written or oral, between the parties.



                             SIGNATURES ON NEXT PAGE

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         IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement this ____ Day of __________, 2000.


FOR THE TIREX CORPORATION                     FOR PHILLIP ROMANOFF, CONSULTANT


/s/ JOHN L. THRESHIE JR., PRESIDENT / CEO     PHILLIP ROMANOFF
--------------------------------------------  ---------------------------------
John L. Threshie Jr., President / CEO         Phillip Romanoff


/s/ LOUIS V. MURO, VICE PRESIDENT & Director
--------------------------------------------
Louis V. Muro, Vice President & Director



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