EXHIBIT 10 (jjj)


                                                                             491
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

LOAN AGREEMENT ON BANK OF MONTREAL FORM,

DATED DECEMBER 17, 1997. THIS IS A STANDARD BANK FORM INCLUDING MANY BOXES TO BE
CHECKED OFF, LINES TO BE FILLED IN, ETC.

Where a box was checked off, the box is not on this document but a capital
letter "X" appears (word processing problem). In some cases, there are boxes
which one might think should have been checked off or lines filled in, but where
no such actions are evident on the original document. Such apparent anomalies
have been faithfully reproduced in this translation. Use of the word "blank"
denotes a line not having been filled in.

                                                   Page 1 of 7 (on the original)
                                                                        02.21.96

Bank of Montreal                       Loan Agreement - Quebec Guarantee Program
--------------------------------------------------------------------------------

BETWEEN

Bank of Montreal

3300 Cote Vertu, Suite 100 (handwritten)
St-Laurent, QC                                                 December 17, 1997

AND

3143619 Canada Inc. (handwritten)
740 St-Maurice
Mtl., Qc
H3C 1L5

The Bank of Montreal (hereinafter called "the Bank") agrees to put at the
disposal of 3143619 Canada Inc. (handwritten), (the "Borrower"), a loan in the
capital amount of $ (left blank) (the "Loan"), authorized by the Bank under the
framework of the "Programme d'aide au financement des entreprises (decret
709-96), tel qu'il pourra etre modifie de temps a autre" (*Assistance Program
for the Financing of Enterprises (Decree 709-96, as it will be modified from
time to time) (the "Program") of the "Societe de developpement industriel du
Quebec" (*Quebec Industrial Development Corporation) (SDI), subject to the terms
and conditions described below, which could be the subject of periodic
re-evaluation by the Bank:

PURPOSE The Loan must serve exclusively to finance:

Translation provided by management of the
corporation.  This is not an official document.


                                                                             492
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                  75% of the Research and Development Tax Credits for the fiscal
                  years terminating June 30, 1997 and June 30, 1998 (handwritten
                  starting at "75%") (The "Project")

INTEREST RATE     The interest rate on the Loan is fixed or variable according
                  to the option chosen below:

(Check as applicable)      X        Variable rate: prime rate of the Bank (*of
                                    Montreal) plus 1.25% per year, i.e. 7.25% as
                                    of December 17, 1997, calculated daily and
                                    payable monthly.

                  |_|   fixed rate: i.e. (blank) % per year, calculated daily
                        and payable monthly.

                  The Borrower cannot convert a fixed-rate loan under the
                  current Agreement to a variable rate loan, according to the
                  current rate, until the maturity of the fixed rate loan.

                  Interest on the Loan is payable to the Bank monthly starting
                  with the month where the Loan is disbursed.

TERM              _______________  Years, expiring on _________________.

EXEMPTION
FROM CAPITAL
REPAYMENT         |_|   The Borrower benefits from an exemption of capital
                        repayment. The commencement of capital repayment will be
                        deferred for a period of _______________ months (maximum
                        period of 24 months) from the date that the Project is
                        (*was) completed, determined as __________________
                        (insert date)

REPAYMENT
(tick appropriate box)  The Borrower commits to repay the capital of the Loan to
                        the Bank by means of (*the following) payments

Translation provided by management of the
corporation.  This is not an official document.


                                                                             493
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                          |_|     monthly

                          |_|     quarterly

                          |_|     semi-annually

                          |_|     annually

                          |_|     equal amounts of $ (blank) , starting on 
                                  ___________, or

                          |_|     equal amounts of $ (blank) , starting on 
                                  ____________, except for the month (s) of 
                                  ____________  and ______________ of each year.

PREPAYMENT        The Borrower cannot prepay the Loan in whole or in part where
                  the interest rate of the Loan is a fixed rate.

DISBURSEMENT      The Loan will be disbursed on one or more disbursements of
                  which the Bank can determine, at its sole discretion, the
                  amounts and the dates and this, on the condition that the
                  Borrower not be in default of the terms of the present
                  (*Agreement). The disbursement (s) will be effected after the
                  execution and publication (*registration) of the Guarantee (s)
                  as described following, and the respect to our satisfaction,
                  of the conditions of the Loan Le complete disbursement must be
                  effected before ____________________; after this date, the
                  Bank will be liberated from the obligation to advance any
                  amount by virtue of this Loan, in the absence of a written
                  agreement.

GUARANTEES        The Loan will be guaranteed by (one "Guarantee" and
(Tick the         collectively the "Guarantees").
applicable        
box (es))

                  X     Guarantee of a loss on the Loan provided by SDI, in
                        accordance with the Program.

                  |_|   Mortgage Guarantee of __________ rank for an amount of $
                        (blank) on the building situated at ___________________.

                  |_|   Chattel mortgage on equipment or machinery, or both

                  |_|   chattel mortgage on inventory or on accounts receivable,
                        or both.

Translation provided by management of the
corporation.  This is not an official document.


                                                                             494
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                  |_|   chattel mortgage on all of the moveable tangible and
                        intangible assets, present and future.

                  |_|   guarantee by virtue of Article 427 of the Bank Act.

                  X     universal mortgage on all of the moveable assets,
                        present and future.

                  |_|   cession of fire-insurance policy with the indemnities
                        (proceeds) payable to the Bank.

                  X     personal guarantee of (*handwritten) $200,000 signed by
                        T. Byrne and L. Muro.

                  X     other Guarantee (s) (describe as appropriate) Corporate
                        guarantee in the amount of $1,000,000 signed by Tirex
                        Corporation. (handwritten)

                  -     All Guarantees must be prepared according to the forms
                        in use by the Bank, including the usual protection
                        clauses in favor of the Bank, or must be of a form and
                        content acceptable to the Bank.

DECLARATIONS OF
THE BORROWER      -     The Borrower declares that his Project will be completed
                        no later than June 30, 1998 (handwritten). The period of
                        the undertaking of the Project cannot exceed three (3)
                        years from the date of the first disbursement.

                  -     The current Agreement, the Guarantees, as well as the
                        promissory note, duly completed and submitted by the
                        Borrower to the Bank, constitute valid obligations which
                        bind the Borrower and are executory according to their
                        respective "modalites" (* a very difficult word to
                        translate in that it implies both clauses and procedures
                        simultaneously...like "workings")

                  -     All of the elements of the assets pledged by the
                        Borrower to guarantee the repayment of the Loan are not
                        encumbered by any privileges, mortgages, priorities or
                        other charges.

Translation provided by management of the
corporation.  This is not an official document.


                                                                             495
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                  -     The Project is not the beneficiary of any financial
                        assistance made available by another government
                        organization (*apart from the Tax Credits)

                  -     Without limiting the generalities of the foregoing, the
                        Borrower declares that he meets the conditions of the
                        Program.

                        (*Programme Garantie Quebec)

CONDITIONS        -     Legal costs related to the preparation and execution of
                        the legal documents required by this Agreement will be
                        the responsibility of the Borrower, regardless of
                        whether the Loan is granted or not.

                  -     All costs due to SDI are, and will be satisfied when due
                        to the satisfaction of the Bank. On request, proofs of
                        payment will be submitted to the Bank.

                  -     The Borrower will submit to the Bank, within ninety (90)
                        days following the end of his fiscal year, copies of the
                        financial statements accompanied by the auditors' report
                        thereon, and at all times will furnish all other
                        information which the Bank might reasonably require.

                  -     The Borrower will furnish to the Bank supplementary
                        guarantees, at the request of the Bank and as often as
                        the Bank judges appropriate.

                  -     The Borrower will submit to the Bank any invoices and
                        proofs of payment concerning the acquisitions of capital
                        assets foreseen in the Project and any other document
                        deemed necessary.

                  -     The Borrower will effect all registrations and deposits
                        (*of documents) required from time to time by virtue of
                        the laws of the Province of Quebec, including the "Loi
                        sur la publicite legale des entreprises individuelles,
                        des societes et des personnes morales" (An Act
                        Respecting the Legal Publicity of Sole proprietorships,
                        Partnerships and Legal Persons). On demand, a proof of
                        registration will be submitted to the Bank.

                  -     Throughout the duration of this Loan, the Borrower
                        commits:

Translation provided by management of the
corporation.  This is not an official document.


                                                                             496
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                  |_|   to maintain a working capital ratio equal or superior to
                        _________________ and a minimum amount of working
                        capital of $________________.

                  |_|   to maintain a ratio of long-term debt to shareholders'
                        equity equal to or less than ___________________ %.

                  |_|   These ratios will be calculated according to the methods
                        normally used by the Bank.

                  -     The Borrower shall not, without having obtained the
                        prior consent of the Bank:

                  |_|   contract for debt to third parties, for purposes of
                        capital assets for an amount exceeding $_____________ in
                        the course of the same fiscal year;

                  |_|   declare or pay dividends on its share capital;

                  |_|   purchase back (*redeem) preferred or common shares;

                  |_|   change substantially the nature of its business;

                  |_|   modify the control of the company, which is presently
                        held by: ________________________, at
                        ____________________% ________________________, at
                        ____________________% and ___________________________,
                        at __________________%

                  -     If a significant change occurs, which the Bank judges to
                        be unfavorable, in the nature of the risk before the
                        date of disbursement of the funds, the Bank can refuse
                        to disburse the Loan (in whole or in part) and annul the
                        present Loan Agreement.

                  -     A sum of $3,500 (handwritten) paid with the Loan request
                        represents negotiation fees. If the Loan would not be
                        granted or disbursed for reasons unattributable to the
                        Bank, these fees are not refundable, understood that
                        (these fees) are paid to cover the costs of evaluating
                        the request.

Translation provided by management of the
corporation.  This is not an official document.


                                                                             497
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                  -     No rights or obligations of the Borrower by virtue of
                        the present (offer) nor any amount of the Loan can be
                        transferred or ceded by the Borrower. Any transfer or
                        cession undertaken despite this condition will be null
                        as far the Bank is concerned and will render the entire
                        balance of the Loan, at the discretion of the Bank, due
                        and payable and will liberate the Bank from any
                        obligation to make any further disbursement or advance,
                        by virtue of the present (offer).

ARTICLES OF DEFAULT

                        The Borrower will be in default under the terms of the
                        present (offer) in the event of the occurrence of one or
                        more of the following events:

                         -      The Borrower does not effect when due a
                                repayment of capital or a payment of interest,
                                costs or any other sums due and payable by the
                                present (offer);

                         -      The Borrower defaults in accomplishing one or
                                other of its obligations by virtue of the
                                present (offer) and/or of the program;

                         -      The Borrower becomes insolvent, bankrupt, in
                                liquidation, or makes a proposal to its
                                creditors or files a notice of intent to make a
                                proposal to its creditors;

                         -      the filing of procedures to dissolve or
                                liquidate the Borrower or to suspend its
                                operations;

                         -      the assets of the Borrower, or a significant
                                portion of same become the object of seizure by
                                a creditor or placement under trusteeship;

                         -      the Borrower creates or permits the creation of
                                a mortgage, surety or other charge ranking equal
                                to those of the Bank, or having priority to
                                (those of the Bank) with regard to the
                                guarantees which were given (ceded) to the Bank
                                or which should have been (should be) accorded
                                by virtue of the present (offer);

Translation provided by management of the
corporation.  This is not an official document.


                                                                             498
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                        -       The Borrower is in default in paying any sums
                                due to another financial institution or to the
                                state (government) by virtue of any fiscal law;

                        -       The Borrower is the author of a false or
                                incorrect declaration in the present Agreement,
                                the Guarantee (s), or any related document;

                        -       There occurs a deterioration of the financial
                                situation of the Borrower;

                        -       A Guarantee becomes null, tainted with
                                irregularities, withdrawn, suspended, or, for
                                whatever reason, is unenforceable or if the bank
                                has reasonable reason to believe that a
                                guarantee will not be honored;

                        -       The Borrower defaults in respecting one or more
                                dispositions or conditions of the program.

                  In the event of default, the Bank reserves the right to demand
                  immediate payment of the total balance of the Loan and the
                  Loan will be annulled at that instant. The Bank will thus be
                  able to terminate the right of the Borrower to use any portion
                  of the Loan available.

GENERAL
CONDITIONS              -       If the Borrower includes more than one person,
                                the obligations of the Borrower by virtue of the
                                present (offer) are indivisible and jointly
                                binding.

                        -       All clauses or parts of clauses which can be
                                null and unexecutable will not invalidate the
                                other conditions of the present (offer), have an
                                impact (on the other clauses) or diminish their
                                scope.

                        -       If the Borrower requests of the bank to reserve
                                an interest rate, the Borrower consents to
                                discharge, the ______________, the costs of
                                reserving the interest rate corresponding to
                                (Blank) per cent of the capital amount of the
                                Loan.

Translation provided by management of the
corporation.  This is not an official document.


                                                                             499
<PAGE>

Certain  annotations  and  explanations  may have been  added by  management  to
enhance  clarity.  See asterisks for such additions.  Some  punctuation may have
been modified in recognition of certain  differences  between French and English
grammar.

                        -       The Borrower can have the interest rate
                                established up to 30 days prior to the first
                                disbursement. The Borrower must thus pay, on
                                _____________, a commitment fee corresponding to
                                1% of the capital amount of the Loan.

                        -       The costs referred to in the previous paragraph
                                will be reimbursed to the Borrower on the day of
                                the total disbursement of the loan. If the
                                Borrower annuls all or part of the Loan, the
                                Bank will retain the costs in question.

                        -       The present Agreement is governed by the Quebec
                                Civil Code and other Quebec laws.

                        -       The privileges and obligations of the present
                                Agreement commit the parties, their successors
                                and assigns, their liquidators, and judicial
                                administrators; the Borrower, however, cannot
                                cede (the privileges and obligations) without
                                the written consent of the Bank.

                        -       The present Loan Agreement must be accepted by
                                the Borrower no later than __________________,
                                19 by signing and returning this document, in
                                the absence of which the Bank reserves the right
                                to annul or modify this (Agreement), and to do
                                so unilaterally.

Bank of Montreal

By: /s/ Nathalie St-Pierre
------------------------------------

ACCEPTANCE

WE ACCEPT THE TERMS AND CONDITIONS OF THE PRESENT LOAN AGREEMENT

                                                     3143619 Canada Inc.
                                                      Name of Borrower

Translation provided by management of the
corporation.  This is not an official document.


                                                                             500
<PAGE>

                                             By: /s/ Terence C. Byrne
                                                 -------------------------------

                                             By: /s/ John Threshie
                                                 -------------------------------

Signed at Montreal (handwritten), this 17 day of December 1997


                                                                             501