EXHIBIT A

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                              THE TIREX CORPORATION

                                   ----------

                              CONSULTING AGREEMENT

      Consulting Agreement,  made this 28th day of January 1998, to be effective
as of January 1, 1997 (the "Effective  Date") between The Tirex  Corporation,  a
Delaware corporation (the "Corporation"), and Louis Sanzaro, 1497 Lakewood Road,
Toms River, NJ 08755 (the "Consultant").

      Whereas,  since the Effective  Date,  the Consultant has been providing 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 continued 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. Employment

      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 two-year  period which commenced as of
the  Effective  Date and will end on December 31, 1999.  The period during which
Consultant has, and will continue to, serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.

2. Consulting Services

      The services  which the  Consultant  has rendered since the Effective Date
have included,  and will, during the balance of the Engagement Period,  include,
the rendering of advice,  opinions,  "hands-on" assistance,  and, in some cases,
effectuation of, the following:


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      (a)   Developing pro-forma financial projections respecting the operations
            of a TCS-1 Plant  ("Plant") and marketing of rubber crumb  generated
            thereby;

      (b)   Designing  and  developing  a complete  maintenance  program for the
            TCS-1  System to insure  continuous  operation  in  compliance  with
            specifications;

      (c)   Developing specialized accounting software to be used with all TCS-1
            Systems  for the  purpose on  monitoring  all  financial  aspects of
            operations  and for  calculation  of  sales-based  royalties due and
            payable to the Corporation;

      (d)   Designing and developing  logistics  respecting Plant  configuration
            necessary  for  safe and  efficient  operations-flow  and  providing
            technical and mechanical adjustments to plant set-ups throughout the
            United States during the Engagement Period;

      (e)   Testing new equipment at construction and assembly site,  adjusting,
            and  designing  modifications  to new  equipment as required by test
            results;

      (f)   Assist site-planning and installation at operators' sites throughout
            the United States during the Engagement Period,  including providing
            personnel  to  "trouble-shoot"  and or adjust  all  newly  installed
            equipment, as required during the Engagement Period.

      (g)   Advise Corporation  management of pertinent changes and developments
            respecting new emerging technologies in tire recycling industry;

      (h)   Develop and  establish a training  program  for the  instruction  of
            operators and their  personnel  with respect to all aspects of Plant
            operations.


      All such services are to be performed only upon direct  authorization from
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 in behalf of  persons,  in the same  business of the
Corporation firms or corporations other than the Corporation.

3.  Compensation

      3.1 As compensation for all consulting services rendered by the Consultant
during the Engagement  Period pursuant to this Agreement,  the Corporation shall
issue to the Consultant:

      (a)   a total of six hundred  thousand  shares of the common stock,  $.001
            par value,  of the  Corporation,  for a per share  purchase price of
            $.001, payment


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            of which, by valuable services rendered, is hereby acknowledged.

      (b)   an option to purchase an additional  400,000 shares of the Company's
            Common Stock, at a per share price of $0.__.

      3.2 During the term of this Agreement, the Corporation shall 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,  provided  however,  that the Consultant  shall not incur
expenses  during any one month  period in excess of US $2,000  without the prior
written consent of the Corporation.

4.  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.

6.  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


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instance. This Agreement is personal to the Consultant and shall not be assigned
without written consent of the Corporation.

7. 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.

8. Survival of Certain Agreements

      The covenants and agreements set forth in Articles 4 and 5, hereof and, to
the extent  applicable,  the  covenants  and  agreements  set forth in Article 3
hereof,  shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.

9. Notices

      9.1 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.

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

                         The Tirex Corporation
                         740 St. Maurice, Suite 201
                         Montreal, Quebec
                         Canada H3C 1L5

      9.3 Any notice to Consultant shall be addressed as follows:

                         Louis Sanzaro
                         1497 Lakewood Road
                         Toms River, NJ 08755

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


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10. Applicable Law

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

11. 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.

11. Prior Agreements

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

      In Witness  Whereof,  the parties hereto have executed the above Agreement
as of the day and year first above written.

                                             THE TIREX CORPORATION

                                             By /s/ Terence C. Byrne
                                               --------------------------------
                                                Terence C. Byrne, President

                                             By /s/ Louis Sanzaro
                                               --------------------------------
                                                Louis Sanzaro, Consultant

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