EXHBIT 10 (NNN)

CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

         LETTER OF OFFER OF A LOAN GUARANTEE DATED JUNE 9, 1999, FROM
GARANTIE-QUEBEC (SUCCESSOR TO THE RIGHTS OF THE SOCIETE DE DEVELOPPEMENT
INDUSTRIEL DU QUEBEC, LOIS DU QUEBEC 1971 ' CHAP. 64) PREVIOUSLY KNOWN IN
ENGLISH AS THE QUEBEC INDUSTRIAL DEVELOPMENT SOCIETY (QIDC), A CORPORATION
WHOLLY-OWNED BY THE GOVERNMENT OF QUEBEC. (HEREINAFTER REFERRED TO AS "GQ")

                            OFFER OF A LOAN GUARANTEE

   File 52926

   BY:              GARANTIE-QUEBEC, (successor to the rights of the Societe de
                    Developpement Industriel du Quebec, LOIS DU QUEBEC 1971 '
                    Chap. 64) legal entity, duly incorporated under the LOI SUR
                    INVESTISSEMENT-QUEBEC and SUR GARANTIE-QUEBEC, Chap. 17 of
                    the LOIS DU QUEBEC of 1998, having its head office located
                    at 1200 de l'Eglise Road, Suite 500, Sainte-Foy, Quebec, G1V
                    5A3, and having a place of business located at 2001, McGill
                    College Avenue, 9th Floor, Montreal, Quebec, H3A 1G1,
                    hereinafter referred to as "GQ".

   TO:              TIREX CANADA R&D INC., body politic and corporate duly
                    incorporated and having its principal place of business
                    located at 73828 St. Patrick Street, Montreal, Quebec, H4E
                    1A4, hereinafter referred to as "the Company".

   1.    LOAN GUARANTEE

           1.1      GQ offers to the Company a guarantee, hereinafter referred
                    to as the "Guarantee", in the form of a security bond equal
                    to 80% of the net loss on a loan, to a maximum amount of
                    Seven Hundred and Fifty thousand dollars CDN' ($750,000),
                    hereinafter referred to as the "Loan", granted by the Bank
                    of Nova Scotia, hereinafter referred to as the "Lender", to
                    the Company. The Loan serves specifically to finance
                    refundable tax credits for scientific research and
                    experimental development, as estimated by GQ, relative to
                    the fiscal year of the Company ending June 30, 1999,
                    hereinafter referred to as the "Tax Credits".

           1.2      For purposes of the Guarantee, the net loss is defined as
                    being the sum of interest and capital of the Loan which are
                    the object of a Guarantee Certificate according to Article 3
                    hereunder, plus accumulated interest for a maximum period of
                    three (3) months from the date of the calling (hereinafter
                    referred to as the "Calling")' of the Loan, after deducting
                    the net proceeds of security offered as guarantee of the
                    repayment of the Loan, it being understood, however, that
                    the accumulated interest as of and from the date of Calling
                    can never exceed, in the net loss calculation, ten per cent
                    (10%) of the balance of capital of the Loan at the time its
                    Calling.

   2.    DURATION OF THE GUARANTEE

           The Guarantee will become null and void between the Company and GQ,
           the latter being thus liberated from its obligations toward the
           Company with respect to the Guarantee, as of the earliest of the
           following dates:

           2.1      June 30, 2001;

           2.2      The date of total reimbursement of the Loan (including
                    interest and all accessory charges).

                                       1
<PAGE>

CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

   3.    COMMITMENTS ESSENTIAL TO PUT THE GUARANTEE INTO EFFECT

           3.1 Before putting the Guarantee into effect:

                    3.1.1    The Lender must have received from GQ a loan
                             guarantee certificate (hereinafter referred to as
                             the "Loan Guarantee Certificate")', which will be
                             issued to the Lender once the conditions stipulated
                             in sub-paragraphs 3.1.2 and following have been
                             accomplished to GQ's satisfaction; this Loan
                             Guarantee Certificate will permit the Lender to
                             disburse an amount representing up to Eighty
                             percent (80%) of the portion of the Loan serving

                    to finance the Tax Credits estimated for the financial year
                    covered by this Offer.

                  3.1.2    The Company must have granted to the Lender all
                           securities required by the Lender for the purpose of
                           guaranteeing the reimbursement of the amounts or
                           obligations which are due to or which may become due
                           to the Lender under the Loan and appearing in the
                           "Declaration by the Lender", the latter forming an
                           integral part of the "Application for Guarantee".

                  3.1.3    The Company must have signed a loan agreement with
                           the Lender containing in particular:

                  3.1.3.1  Provisions to the effect that the Company must
                           reimburse the Lender as of the earliest of the
                           following dates:

                                    3.1.3.1.1   the date of filing of the
                                                Company's Declaration of Revenue
                                                (Tax Return)', if there is, at
                                                such time, an offset against Tax
                                                Credits receivable of payable
                                                income taxes;

                                    3.1.3.1.2   the date on which the Company is
                                                expected to file its Declaration
                                                of Revenue (Tax Return)', if
                                                such filing has not yet
                                                effectively been filed;

                                    3.1.3.1.3   The thirtieth (30th) day
                                                preceding the Guarantee's
                                                expiration date.

                  3.1.3.2  An article to the effect that the Company undertakes
                           to apply any cheque or any amount received with
                           respect to refundable Tax Credits or any future Tax
                           Credit, uniquely to the reduction of the balance of
                           the Loan, in default of which, the Loan will become
                           payable by the Company within ten (10) days following
                           such a default.

                           3.1.3.3  An article to the effect that Loan will
                                    become payable by the Company within ten
                                    (10) days of any default or non-respect by
                                    the latter of its undertakings or
                                    obligations under this Offer or any
                                    amendment thereto, as the case may be.

                           3.1.3.4  An article to the effect that the
                                    disbursements of the Loan will not exceed
                                    seventy-five percent (75%) of the amount of
                                    the refundable Tax Credits; for this
                                    purpose, the Lender must obtain from the
                                    Company, prior to each disbursement of the
                                    Loan, a declaration confirming to the Lender
                                    the amount of scientific research and
                                    experimental development expenses as well as
                                    the amount of refundable tax credits earned
                                    in the course of the period preceding the
                                    request for disbursement.

                           3.1.3.5  An article to the effect that prior to
                                    making any disbursement under this Loan, the
                                    Company must obtain a universal hypothec on
                                    all debts and accounts receivable, whether
                                    present or future, and register hypothec
                                    with the REGISTRE DES DROITS PERSONNELS ET
                                    REELS MOBILIERS after March 9, 1999.

                  3.1.4    The Company must have provided GQ with the following
                           annexes, namely: 'AUTORISATION D'ECHANGE DE
                           RENSEIGNEMENTS AVEC REVENU QUEBEC', 'AUTORISATION
                           D'ECHANGE DE RENSEIGNEMENTS AVEC REVENU CANADA' and
                           'AUTORISATION AVEC REVENU CANADA D'ENVOI DE CHEQUES
                           D'IMPOT AU BUREAU DE GARANTIE-QUEBEC'.

                                       2
<PAGE>


CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

         3.2      Prior to each subsequent putting into effect of the Guarantee:

                  3.2.1    The Company must transmit a 'DEMANDE DE MISE EN
                           VIGUEUR DE LA GARANTIE' (Request to Give Effect to
                           the Guarantee)' using the form prescribed for this
                           purpose, accompanied by an Accountant's Report
                           respecting the scientific research and experimental
                           development expenses prepared by the Company's
                           external auditors, or any other justification
                           document acceptable to GQ, attesting to the amount of
                           scientific research and experimental development
                           expenses incurred for each of the fiscal year of the
                           Company covered by the present Offer.

                  To the extent that GQ is satisfied with the documents referred
                  to in 3.2.1, GQ will issue in favour of the Lender a Guarantee
                  Certificate permitting the Lender to disburse the balance of
                  the Loan serving to finance the refundable Tax Credits for the
                  financial year concerned.

4.       OBLIGATIONS OF THE COMPANY

         4.1      From the date of acceptance (hereinafter referred to as the
                  "Date of Acceptance") of the present Offer, and for the entire
                  duration of the Guarantee and until complete payment of any
                  sum which could become due to GQ by the Company by virtue of
                  these presents or by virtue of any Guarantee Certificate, the
                  Company commits itself to:

                  4.1.1    provide audited annual financial statements within
                           ninety (90) days of the end of the fiscal year,
                           provide equally, upon request, its semi-annual
                           financial statements, the financial statements of its
                           subsidiaries and, as the case may be, its
                           consolidated financial statements or any other
                           financial statement required by GQ, and this within
                           the time delays prescribed by GQ;

                  4.1.2    transact on a commercial basis and at arm's length in
                           its commercial dealings with all persons;

                  4.1.3    to not provide loans or advances or any other form of
                           financial assistance to associated companies, within
                           the meaning of the Income Tax Act, nor to provide
                           them with investments, guarantees, nor effect with
                           them transactions outside of the normal course of
                           business;

                  4.1.4    to neither liquidate nor dissolve itself without the
                           prior written consent of GQ;

                  4.1.5    to inform GQ and the Lender as received of any refund
                           of Tax Credits or as of when the Company will have
                           become aware of any compensation at source through
                           the initiative of Revenue Canada or Revenue Quebec or
                           of any compensation through the initiative of the
                           Company;

                  4.1.6    to put into place and maintain an accounting system
                           permitting the identification by project of
                           scientific research and experimental development
                           expenses;

                  4.1.7    to maintain a document system respecting scientific
                           research and experimental development projects and
                           activities acceptable to the fiscal authorities.

                  4.1.8    to provide to GQ, upon written request by GQ, and
                           within the time delays prescribed for such requests,
                           any information and any document which GQ would judge
                           useful and pertinent to the application of the
                           Guarantee, to the Tax Credits and to the 'REGLEMENT
                           SUR LE PROGRAMME D'AIDE AU FINANCEMENT DES
                           ENTREPRISES' (Regulation on Assistance Program for
                           Financing of Enterprises)';

                  4.1.9    to provide to GQ, as filed or as received, all tax
                           returns, all Notices of Assessment as well as all
                           correspondence related to refundable Tax Credits
                           contemplated by the present Offer.

                  4.1.10   obtain GQ's written consent prior to declaring or
                           paying any dividend on one or several categories of
                           shares.

                  4.1.11   maintain a long term debt to equity ratio lower than
                           2.5/1, it being understood that equity includes loans
                           granted to the Company which do not require any
                           reimbursement on the capital over the next five (5)
                           years as well as eventual shareholders' subscriptions
                           to any category of shares. All subordinated advances
                           made by the shareholders; deferred grants from
                           Federal, Provincial or Municipal government bodies;

                                       3
<PAGE>


CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

                           as well as all other entry of a similar nature are
                           also included in the calculation of net shareholders'
                           equity. All deferred costs, unpaid goodwill,
                           evaluation surplus, loans granted or secured by
                           governmental organizations and other entries of a
                           similar nature will be subtracted. Research costs and
                           other intangibles which will have been capitalised
                           and which were not paid for in cash by the Company
                           will be reduced from the net equity calculation.

                  4.1.12   apply without delay any cheque or amount that the
                           Company should receive as refundable Tax Credits or
                           future Tax Credits solely toward reducing the Loan.

                  4.1.13   produce and file with the appropriate fiscal
                           authorities, any Income Tax Declaration and/or any
                           other document required to enable the receipt of
                           refundable Tax Credits or any future Tax Credit.

5.       EVENTS OF DEFAULT

         5.1      Notwithstanding any disposition to the contrary contained in
                  the present Offer and even if the conditions have been
                  respected, GQ reserves the right to annul any part of the
                  Guarantee not put into effect or to defer the putting into
                  effect (of the Guarantee)', at its discretion, and the Company
                  commits itself to reimburse upon demand the Loan plus
                  interest, fees and accessory costs in the following cases
                  which constitute events of default:

                  5.1.1    if the Company, without having obtained the prior
                           written consent of GQ, moves a substantial portion of
                           its assets outside of Quebec;

                  5.1.2    if the Company cedes its assets, is put under
                           trusteeship under the terms of the BANKRUPTCY AND
                           INSOLVENCY ACT (L.R.C.(1985), Chapter B-3), makes a
                           proposal to its creditors or commits an act of
                           bankruptcy under the terms of the said law, or if the
                           Company is under order to liquidate its assets under
                           the terms of the LAW RESPECTING THE DISSOLUTION OF
                           COMPANIES (L.R.Q., Chapter 14), or any other law to
                           the same effect, or if the Company is insolvent or on
                           the point of becoming insolvent or if the Company
                           does not maintain its legal existence or if the
                           financial situation deteriorates to the point of
                           jeopardizing the survival of the Company;

                  5.1.3    if the Company avails itself of the dispositions of
                           the law facilitating certain transactions between the
                           Company and its creditors. (L.R.C. (1985) Chapter
                           c-36) (SIMILAR TO US CHAPTER 11 - REORGANIZATION)

                  5.1.4    if the Company loses 40% of its qualification for
                           refundable tax credits with respect to salary costs
                           by virtue of the Income tax Act, or its qualification
                           for refundable Tax Credits respecting scientific
                           research and experimental development Tax Credits by
                           virtue of the INCOME TAX ACT or according to the
                           REGLEMENT SUR LE PROGRAMME D'AIDE AU FINANCEMENT DES
                           ENTREPRISES (Assistance Program for Financing of
                           Enterprises Regulation)';

                  5.1.5    if there is a change in control of the Company, not
                           previously authorized by GQ, a DE FACTO change of
                           control of the Company, or a change in the nature of
                           its operations;

                           It is to be understood with respect to control, the
                           holding of a number of voting shares sufficient to
                           elect a majority of the Directors of the Company. It
                           is to be understood by DE FACTO control, the holding
                           of such shares (voting)' by one or more physical
                           persons giving the control through the intermediary
                           of one or more legal persons to one or the other of
                           the shareholders of the Company;

                           In the event of the the death of the controlling and
                           majority shareholder, the transfer of the deceased's
                           shareholdings to his or her heirs will be presumed to
                           not constitute a change in the ultimate control of
                           the Company, provided that said control remains with
                           the deceased's legal heirs.

                  5.1.6    if there is an interruption of business affairs or a
                           liquidation of the Company's assets;

                  5.1.7    if, at any time, the Company is party to litigation
                           or to judicial procedures before a court of justice
                           or a tribunal, a commission or government agency, or
                           with Revenue Canada or Revenue Quebec, without having
                           revealed these matters to GQ;

                                       4
<PAGE>


CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

                  5.1.8    in case of fraud, false declarations or falsification
                           of documents submitted to GQ or to the Lender, by the
                           Company or its representatives;

                  5.1.9    if the Company defaults in fulfilling any of the
                           conditions and clauses of the present Offer, of the
                           Loan Agreement between the Company and the Lender, of
                           any other document accessory to the Loan and any
                           amendment of these, as the case may be.

5.2      Notwithstanding any disposition to the contrary contained in the
         present Offer, and even if the conditions have been respected, GQ
         reserves the right to annul any unissued part of the loan guarantee or
         to defer its putting into effect, at its sole discretion, in the
         following cases:

         5.2.1    if the Company hasn't presented to GQ any request for
                  disbursement of the Loan, supported by justifying documents
                  required by GQ within six (6) months of the Date of Acceptance
                  of the present Offer;

         5.2.2    if, in the opinion of GQ, there has been an important
                  unfavourable change in the financial situation of the Company.


6.       GENERAL TERMS AND CONDITIONS

         6.1      This contract will be governed by the laws (of the Province)'
                  of Quebec and, in case of dispute, only the courts (of the
                  province)' of Quebec will have jurisdiction. In addition, this
                  Offer is subject to the application of the terms and
                  conditions enunciated in the LOI SUR INVESTISSEMENT-QUEBEC ET
                  SUR GARANTIE-QUEBEC and its regulations.

         6.2      By its acceptance of the present Offer, the Company declares
                  that all information conveyed to GQ or to the Lender which
                  gave rise to the present Offer is exact, complete and true.

         6.3      The Company cannot cede or transfer the rights conferred upon
                  it under the terms of the present Offer without the prior
                  written consent of GQ.

         6.4      By accepting this Offer, the Company consents that a public
                  announcement be made by GQ, communicating the following
                  information: the name and address of the Company, the nature
                  of the Company and the amount of the Guarantee.

         6.5      If the Company wishes to officially announce a project related
                  to the present Offer, make public the financial intervention
                  of GQ, or proceed to an official opening, the Company must
                  inform GQ fifteen (15) days in advance, so as to permit GQ to
                  participate.

         6.6      The Company commits itself to pay all expenses related to the
                  preparation, execution and registration, if applicable, of the
                  documents required to give effect to the present Offer and any
                  amendments thereto.

         6.7      GQ and its representatives can, without prior notice to the
                  Company, enter the premises of the Company during normal
                  business hours for purposes of conducting audits deemed useful
                  or necessary.

         6.8      For purposes of the present Offer, all notices must be sent in
                  writing by certified mail, registered mail or hand delivery.
                  Notices originating from GQ will be sent to the head office of
                  the Company, to the attention of the authorized representative
                  who will sign the present Offer for and in the name of the
                  Company. All notices originating from the Company or its
                  shareholders will be sent to GQ, at its head office, to the
                  attention of the Secretary. All notices will be deemed to have
                  been received the date of their delivery in the case of hand
                  delivery, or the third working day following the date of
                  mailing in the case of certified or registered mail.

7.       FEES

         The present Offer is subject to the payment of Guarantee fees equal to
         two (2%) of the amount of the Loan, to wit fifteen thousand dollars
         (CDN.)' ($15,000) as well as management fees (hereinafter called the
         "Commitment Fee" of one (1%) of the amount of the Loan, to wit seven
         thousand five hundred dollars (CDN.)' ($7,500) and to the payment of
         the Federal Goods and Services Tax (GST)' five hundred and twenty-five

                                       5
<PAGE>


CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

         dollars (CDN.)' ($525) and of the Quebec Sales Tax (QST)' six hundred
         one dollars and eighty-eight cents (CDN.)' ($601.88) applicable to the
         Commitment Fee. These Guarantee Fees and Commitment Fees, which must be
         remitted to GQ upon acceptance of the present Offer, will not be
         refundable under any circumstances, in whole or in part.

         The cashing of the Guarantee Fees or of the Commitment Fees does not
         confer any right on the Company and in no way obliges GQ to put into
         effect all or any part of the Guarantee, these rights and obligations
         being only created to the extent that the terms and conditions
         indicated in the present Offer are met.

         For information purposes, GQ possesses the GST registration number
         142625136 RT with respect to the federal government and the QST
         registration number 1021665521 TQ 0001 with respect to the Quebec
         government.

8.       GUARANTEES

         For purposes of the present Offer intervene:

         Mr Terence Byrne, 489 Grosvenor, Westmount, Quebec H3Y 2S5 - and - Mr.
         Louis Muro, 374 Oliver Street, Westmount, Quebec H3Z 3C9, stipulating
         jointly and severally (hereinafter designated collectively as the
         "Intervenors".

         The Intervenors declare that they are shareholders or Directors of the
         Company, that they have been made aware of the contents of the present
         Offer, its terms, conditions and application, that they understand its
         implications and that they are satisfied.

         The Intervenors declare that it is to their advantage that the GQ Loan
         Guarantee be conferred upon the Company.

         The Company and the Intervenors declare that the Intervenors are
         shareholders of the Company or that they maintain close and continuous
         business relations with the Company.

         The Intervenors, as joint and several guarantors, hereby guarantee to
         GQ, the repayment of all sums which GQ might have to pay to the Lender
         under the terms of the guarantee in the event of the non-respect by the
         Company of its obligations to provide to GQ, as produced or as
         received, all tax filings, Notices of Assessment, as well as any
         correspondence related to Tax Credits, or its obligation to apply any
         cheque or amount received as Tax Credits to the reduction of the
         balance of the Loan.

         The Intervenors, as joint and several guarantors, hereby guarantee to
         GQ the repayment of any sum which GQ might have paid to the Lender
         under the terms of the Loan Guarantee, up to the amount of any portion
         of Tax Credits refunded or credited which might have been withheld by
         the federal and provincial government against payment of obligations by
         the Company to those governments. (offsets...substantial rewording
         required to translate the meaning of the paragraph from French into
         English)'

         The Intervenors will be considered and will find themselves in the same
         situation as the Company, and they expressly renounce all requests for
         payment, claims, protests and notices of same as well as all notices of
         default and they also renounce any benefits of division and discussion.

         Notwithstanding Article 2363 of the QUEBEC CIVIL CODE, the Intervenors
         respectively agree that their above-mentioned obligations toward GQ
         will continue beyond the term of their functions within the Company,
         unless they each substitute, following their MANDATE (translated in
         terms of meaning rather than words insofar as there is no easy English
         equivalent of the sentence and grammatical structure)', a successor
         acceptable to GQ.

GARANTIE-QUEBEC


By:    (Sgd:  Claude B. Proulx)        By:    (Sgd:  Jean-Charles Vincent)

   Claude B. Proulx, Portfolio Manager    Jean-Charles Vincent, Regional Manager

Date:  June 9, 1999
       ------------

                                       6
<PAGE>


CERTAIN ANNOTATIONS AND EXPLANATIONS MAY HAVE BEEN ADDED BY MANAGEMENT TO
ENHANCE CLARITY. SEE THE FOLLOWING CHARACTER FOR SUCH ADDITIONS (' " "). SOME
PUNCTUATION MAY HAVE BEEN MODIFIED IN RECOGNITION OF CERTAIN DIFFERENCES BETWEEN
FRENCH AND ENGLISH GRAMMAR.

                            ACCEPTANCE BY THE COMPANY

After having become knowledgable of the terms and conditions of the present
Offer, we accept the present Offer of a Loan Guarantee and we attach a cheque in
the amount of (CDN.)' ($23,626.88) in payment of the Guarantee Fees, (CDN.)'
($15,000) and the Commitment Fees ($7,500), the GST ($5250), QST ($601.88)
mentioned above.


TIREX CANADA R&D INC.

By:   (Sgd: Terence C. Byrne)                               Date:  June 10, 1999
    Terence C. Byrne, President                                    -------------
         [Name of signatory]



GUARANTEES

After having read the present Offer of a Loan Guarantee, its terms and
conditions, the Intervenors declare in understanding its implications, that they
are satisfied and consent to their respective personal commitment enunciated in
Article 8.

      (Sgd: Terence C. Byrne)                               Date:  June 10, 1999
    Terence C. Byrne, President                                    -------------
         [Name of signatory]

         (Sgd:  Louis Muro)                                 Date:  June 10, 1999
             Louis Muro                                            -------------
         [Name of signatory]


                                       7