AGREEMENT


BETWEEN:                  TIREX CANADA R&D INC., located 3828 St-Patrick St.
                          Montreal, Quebec H4E 1A4 represented herein by its
                          president, John Threshie Jr, who is duly authorized
                          for the purposes hereof:

                          hereinafter referred to as "the Business";


AND:                      FRANCOIS LAFORTUNE, PH.D., domiciled at 5755 boul.
                          Payer, Saint-Hubert, Quebec J3Y 1K4:

                          hereinafter referred to as "the Consultant";

THE PARTIES AGREE:

PURPOSE

>>       The purpose of this agreement is to establish the terms and conditions
         of the contract between the Consultant and the Business in a spirit of
         mutual cooperation and advancement.

RESPONSIBILITIES

>>       Responsibilities will include but not be limited by the following:

         -    Assisting the Company in writing up and filing technical R&D
              project reports for current or potential funding agencies (Revenue
              Canada, SDI, Recyc-Quebec, etc.)

         -    Coordinating R&D project efforts in the developing of crumb rubber
              based applications (extrusion, thermoplastics, etc.)

         -    Assisting the Company in acquiring all necessary permits
              pertaining to its activities

         -    Representing Tirex with public agencies (e.g. government
              authorities, Recyc-Quebec in the area of scrap tire management,
              inter alia by

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              ensuring that customers of Tirex in Quebec and elsewhere are able
              to derive maximum benefits under the terms of the financial
              assistance programs in place in the regions in question

              working to facilitate supply to recyclers in Quebec, or at least
              to minimize barriers to supply (e.g. association being formed
              which may create a monopoly that could inhibit access to tires by
              new recyclers)

         -    conduct strategic technological monitoring in the field of scrap
              tires, both in North America and elsewhere in the world, dealing
              inter alia with technologies for transforming tires into crumb
              rubber, both cryogenically and at ambient temperature, new
              applications, leading trends concerning the types of crumb rubber
              in demand, chemical or radiation surface treatment methods to
              devulcanize rubber, emerging alternative methods, new markets for
              crumb rubber, combinations with plastics or with other polymer
              resins

         -    performing any other duties that the Business may consider
              appropriate

FINANCIAL TERMS AND CONDITIONS

>>       The Consultant's salary will be 260 US$ per working day (min. 7 hrs per
         day)

>>       Fee structure:

         May 15, 2000 - December 31, 2000: 100% TXMC stock @ 65% of market value


         January 1, 2001 and then on:      50% monthly lump sum fees
                                           50% TXMC stock @ 65% of market value

         Note: Stock will be acquired through option issuance or will be
         registered ("S8")

>>       Financial terms and conditions will reviewed January 1, 2001

>>       The Consultant shall be reimbursed on a monthly basis by the Business
         for expenses incurred by him. Usual traveling expenses shall include
         living and rental expenses, where applicable, and gas, for which the
         Consultant shall be reimbursed at the rate of $0.34/km

>>       Conference, book + periodical subscription expenses (amounts to be
         discussed).

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PERSONAL PROJECTS

>>       Possibility of remaining or getting involved in personal projects that
         will not adversely affect Tirex' competitive position or infringe
         Tirex' intellectual property rights; in addition, F. Lafortune's
         involvement in those personal projects should not interfere with other
         Tirex' current assignments.

RESPONSIBILITIES OF THE CONSULTANT

>>       The Consultant undertakes to perform his duties diligently and in
         accordance with industry standards and, where applicable, by engaging
         qualified personnel.

>>       The Consultant undertakes not to disclose any information of a
         confidential nature that might adversely affect the Business's
         competitive position or infringe the Business's intellectual property
         rights.

>>       In the event that a contract proposal is developed by the Consultant
         with a firm other than the Business in the field of scrap tires, the
         Consultant will first submit the proposal to the Business for approval.

CONTRACT DOCUMENTS

>>       This agreement and any other document referred to herein, and any duly
         agreed amendment to the said documents, shall comprise the complete
         agreement between the parties and shall be binding on them. Any oral
         agreement which is not set out herein shall be deemed to be void and of
         no effect, and any amendment hereto shall be made in writing.

PLACE OF THE AGREEMENT

>>       For the purposes hereof and of the performance of this agreement, it
         shall be deemed to have been made and entered into in the City of
         Montreal, in the Judicial District of Montreal, in the province of
         Quebec, and it shall be subject to the laws of Quebec.

COMING INTO FORCE AND TERM OF THE CONTRACT

>>       This agreement shall come into force when it has been signed by all the
         parties.

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>>       This agreement shall be valid for a period of one year. The parties may
         agree to amendments to this agreement, by mutual agreement. Unless
         notice of non-renewal is given two months before the expiry of this
         agreement, it shall be renewed automatically.

>>       If it becomes necessary, for valid reason, for the Business to
         terminate this contract, the Consultant shall receive compensation
         equivalent to two months' fees.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THE ORIGINALS OF THIS AGREEMENT.


                                                     THE BUSINESS



                                                     Per:


                                                     this



                                                     THE CONSULTANT



                                                     Per:

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