SETTLEMENT AGREEMENT
                              --------------------


Agreement made this 24th day of April, 2002 by LAURUS MASTER FUND, LTD, KESHET
L.P. and THE KESHET FUND, L.P. (each an "Investor" and collectively the
"Investors") and The Tirex Corporation (the "Company").

WHEREAS, the Investors are holders of certain convertible notes of the Company
originally issued on or about February 26, 2001 (the "Notes"); and

WHEREAS, the Company and the Investors are entering into this Agreement with
respect to the repayment and final disposition of the Notes.

NOW THEREFORE, for good and valid consideration, the receipt of which is
acknowledged.

     1.   The Company shall pay to the Investors $1000 on May 15th.

     2.   The Company shall pay to the Investors $1000 on June 15th.

     3.   The Company shall pay to the Investors over the twenty-four (24)
          months commencing August 1, 2002, in equal monthly installments, the
          outstanding principal amount of the Notes plus interest and fees
          calculated over such period of time, as more fully set forth in
          Schedule A attached hereto, less any amounts received by the Investors
          from proceeds of sales of Collateral Shares or Rule 144 Shares (both
          defined below). The Company shall continue to make the required
          monthly payments until the obligations under the Notes shall have been
          paid in full.

          The Company shall have the right to pay amounts in excess of the
          monthly payments due or to make additional payments to the Investors
          during the repayment term and such payments in excess of the required
          monthly payments will reduce the balance of principal owed to the
          Investors, Such payments can be made free of any penalties for early
          payments of the Notes and shall reduce the value of the Notes
          outstanding for purposes of calculation of interest.

          The Investors will provide to the Company quarterly statements of the
          amounts due, starting with the previous statement balance and listing
          all subsequent entries in the account to finish with the closing
          balance payable.

          The final payment due to the Investors will be the amount payable
          rather than the prescribed monthly payment.
<PAGE>

The Tirex Corporation / Laurus Master Fund, Ltd., Keshet L.P., The Keshet Fund,
LP Settlement Agreement


     4.   With respect to the shares (the "Collateral Shares") owned by John L.
          Threshie Jr., Louis Muro and Louis Sanzaro (the "Shareholders"), which
          were pledged as security for repayment of the Notes, the Investors may
          continue until December 31, 2002 to dispose of the Collateral Shares
          in accordance with previous agreements with respect thereto. In
          addition, once all of the Collateral Shares will have been disposed
          of, the Investors may convert all or a portion of the remaining
          balance of the Notes into shares of the Company's common stock (the
          "Rule 144 Shares"), up to a maximum of 600,000 shares per month,
          pursuant to the conversion provisions of the Notes and sell such
          shares pursuant to Rule 144. On or about December 31, 2002, the
          Investors shall exchange one-half of the Collateral Shares it
          currently holds to the Company, which shares will be replaced by
          Restricted Common Shares of the Company. Notwithstanding Article 4
          following, the Investor shall retain the remaining Collateral Shares
          and Restricted Common Shares solely as security for the payment in
          full of the obligations under the Notes pursuant to this Agreement.

     5.   In addition to receiving payments with respect to the Notes as per
          Article 1 preceding, the Investors will have the right to sell through
          a licensed securities trader into the daily OTC market up to a total
          of 600,000 Collateral Shares and / or Rule 144 Shares per month, to an
          overall maximum of the original number of Collateral Shares less those
          shares sold by the Investors prior to the signing of this Settlement
          Agreement. Upon presentation of the trading slips, the proceeds of
          such sales of Collateral Shares and Rule 144 Shares by the Investors
          to unaffiliated and unrelated bona fide purchasers will be deducted
          from the amount due to the Investors, first against unpaid interest
          and fees and thence against unpaid principal. The Investors will
          promptly advise the Company of intent to dispose of Collateral Shares
          or Rule 144 Shares prior to the time of the order to sell, informing
          the Company of the selling instructions on the day of the confirmation
          of the sale, all by e-mail or fax.

     6.   If the Investors still have in their possession Collateral Shares or
          Rule 144 Shares at the time the Notes plus accrued interest and fees
          will have been completely paid, the Investors will promptly return
          such remaining Collateral Shares and/or Rule 144 Shares to the Company
          at no charge to the Company.

     7.   The Company hereby confirms that it has paid all outstanding debts
          owed to its Transfer Agent and hereby agrees to pay all future debts
          to the Transfer Agent and is now in good standing as prescribed by the
          Transfer Agent.

     8.   The Company shall have its securities counsel issue a legal opinion to
          the Company's Transfer Agent with respect to the sale of Collateral
          Shares of Rule 144 shares within five (5) business days of having
          received the request to do so with accompanying documentation. If such

                                        2
<PAGE>

The Tirex Corporation / Laurus Master Fund, Ltd., Keshet L.P., The Keshet Fund,
LP Settlement Agreement


          opinion is not received within such three (3) business day period, the
          Company hereby irrevocably appoints Daniel M. Laifer, Esq. to render
          such opinion.

     9.   On the date hereof, the Company shall issue to the Investors three
          series of warrants to purchase 500,000 shares for each series. The
          first series may be exercised at any time during the three-year period
          following the date of the signature of this Agreement at a price of
          $0.01 (1) cent per share. The second series may be exercised at any
          time during the two-year period starting twelve months following the
          date of signing of this Agreement, at a price per share of five (5)
          cents. The third series may be exercised at any time during the
          one-year period starting twenty four months (24) following the date of
          signing of this Agreement, at a price per share of ten (10) cents.

     10.  Any failure of the Company to effect payment to the Investors under
          the terms of Article 1 preceding or to maintain the good standing of
          the Collateral Shares shall be deemed an Event of Default. Upon
          receipt of written notice of such default from the Investors, the
          Company shall have ten business days to correct the default. In the
          event that the default is not corrected, the Investors shall have the
          right to sell the Collateral Shares and/or the Rule 144 Shares in
          their possession.


LAURUS MASTER FUND, LTD                THE TIREX CORPORATION



Per: /s/ DAVID GRIN                    Per: /s/ JOHN L. THRESHIE, JR.
     -------------------------              -------------------------
Name: David Grin                            John L. Threshie Jr.
Title: Authorized Signatory                 President & CEO


THE KESHET FUND, L.P.


Per: /s/ JOHN CLARKE
     -------------------------
Name: John Clarke
Title: Authorized Signatory


KESHET, L.P.


Per: /s/ JOHN CLARKE
     -------------------------
Name: John Clarke
Title: Authorized Signatory

                                        3
<PAGE>

The Tirex Corporation / Laurus Master Fund, Ltd., Keshet L.P., The Keshet Fund,
LP Settlement Agreement


<TABLE>
<CAPTION>
                                   Schedule A
                                   ----------

<S>                                                               <C>
Original Principal Amount of Note                                 $ 750,000
---------------------------------

Interest Rate of 8% calculated through June 30, 2002              $  80,000
----------------------------------------------------

Fees Accrued through June 30, 2002                                $ 118,500 in Penalty
----------------------------------                                Payments accrued under
                                                                  the note

Proceeds to date with respect to sales of Collateral Shares       $ (16,260)
-----------------------------------------------------------

Total amount payable                                              $ 932,240
--------------------

Payments to be made at the end of each month over 24 months,
------------------------------------------------------------
commencing August 1st,  2002                                      $  38,843.33 per month
----------------------------                                      (the last monthly payment
                                                                  shall also include any
                                                                  adjustments necessary for
                                                                  updated interest and fee
                                                                  amounts)
</TABLE>

                                        4