FROHLING, HUDAK & PELLEGRINO, LLC
COUNSELLORS AT LAW
425 Eagle Rock Avenue Newark, NJ 07101
Roseland, NJ 07068 (973) 622-2800
(973) 226-4600
FAX (973) 226-0969
Please Reply to:
[X] Roseland
[ ] Newark
May 1, 2000
John Threshie, Jr.
President
The Tirex Corporation
3828 rue St. Patrick
Montreal, Quebec H4E1A4
Re: The Tirex Corporation
Dear Mr. Threshie:
We are pleased that you have appointed our firm as General Securities
Counsel for the Company for the year 2000. Our appointment will be on the
following basis:
1. We will continue to bill on a monthly basis at the rates that
have been previously approved and in accordance with the
letter of Engagement.
2. We have appointed Linda Pellegrino the consultant to the
Company responsible for consulting with the Company on all
legal matters supported by other members of the law firm and
its staff.
3. The term of this engagement will be from May 1, 2000 until
April 30, 2001.
4. There will be a reserved grant of one million shares of common
stock to be distributed periodically through the period of the
agreement.
5. In the event that the Company is not able to fully discharge
all legal bills by the payment of cash the firm has agreed to
convert no less than to two-thirds (2/3) of all said bills
into Common Stock at the same conversion rate offered to
officers and directors of the Company, provided the Company's
cash position does not permit payment of invoices in cash.
<PAGE>
May 1, 2000
page 2
Please acknowledge your agreement with the terms of this consulting
arrangement by affixing your signature to this copy.
Sincerely yours,
/s/ JOHN B.M. FROHLING
-----------------------------------
JOHN B.M. FROHLING
AGREED TO AND ACCEPTED
THIS 1ST DAY OF MAY, 2000
THE TIREX CORPORATION
By /s/ JOHN THRESHIE
-----------------------------
JOHN THRESHIE, PRESIDENT
JBMF:caw
