EXHIBIT 10 (kk)


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                                                  IDEA-SME Project No: H30600762

3143619 Canada Inc.
(Operating under the name Tirex Canada)
740 St-Maurice
Suite 201
Montreal, Quebec
H3C 1L5

Attention:    Mr. Terence C. Byrne,   President

              Subject:  Contribution for the preparation of market development
                        studies and for market development activities in the
                        United States of America

Dear Sir:

      The Government of Canada, as represented by the Federal Office of Regional
Development - Quebec ("the Minister") hereby offers to make a repayable
contribution under the Quebec SME Development Assistance Program (IDEA-SME) to
3143619 Canada Inc. (operating under the name Tirex Canada) for the
implementation of the project described in Appendix A, under the following
conditions.

1.    THE AGREEMENT

1.1   The present letter of offer, including appendices A, B and C, constitutes
      an agreement legally binding on the parties once it has been fully
      accepted by the client ("the agreement").

2.    THE PROJECT

2.1   The client shall carry out the project at:

              Montreal, Quebec and in the United States of America

2.2   The client shall

      .1    commence the project on or before August 31, 1997;

      .2    complete the project on or before August 31, 1998.


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3.    THE CONTRIBUTION

3.1   Subject to the other provisions of this agreement, the Minister agrees to
      pay to the client a maximum contribution of $95,000, based on 50% of the
      approved eligible costs.

3.2   The Minister shall not contribute to any cost incurred by the client prior
      to June 26, 1997.

4.    TERMS AND CONDITIONS OF PAYMENT

4.1   On submission of a documented claim by the client, the Minister shall pay
      the contribution as follows:

      .1    no more than once per quarter, the Minister shall pay financial
            assistance corresponding to the eligible costs incurred and invoiced
            to the client;

      .2    payments made pursuant to paragraph 4.1.1 shall not exceed 90% of
            the authorized contribution.

      .3    once the project is completed to the Minister's satisfaction and all
            costs claimed have been paid, the Minister shall pay the balance of
            the contribution owing.

4.2   All payments to the client are subject to:

      .1    the submission of such invoices and other vouchers that the Minister
            may require;

      .2    the submission of any report or information that the Minister may
            reasonably require from the client.

4.3   The client shall have six months from the project completion date to
      submit its last claim for payment to the Minister, after which the
      minister is under no obligation to make payment in respect of the amount
      being claimed if he deems the delay to be unjustified.

4.4   The Applicant repay the actual amount of the contribution disbursed by the
      Minister according to the following schedule:

      June 30, 2000       1/15 of the amount actually disbursed by the Minister.
      June 30, 2001       2/15 of the amount actually disbursed by the Minister.
      June 30, 2002       3/15 of the amount actually disbursed by the Minister.


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      June 30, 2003       4/15 of the amount actually disbursed by the Minister.
      June 30, 2004       5/15 of the amount actually disbursed by the Minister.

5.    OTHER GOVERNMENT ASSISTANCE

5.1   The Applicant states that he has neither requested nor received any other
      financial assistance for the purposes of the project.

5.2   The client agrees to disclose without delay, and in all cases no later
      than the moment that such assistance is received, any other assistance
      provided for the purposes of the project; and the client hereby
      acknowledges that the minister may reduce the amount of the contribution
      under this agreement by an amount equal to or less than the additional
      assistance anticipated or received.

6.    GENERAL CONDITIONS

6.1   Any notice shall be sent to the following address:

      .1    to the Minister

         Federal Office of Regional Development-Quebec
         3800-800 Stock Exchange Tower
         P.O. Box 247
         Montreal, Quebec
         H4Z 1E8
         Attention: Director
                    Montreal Island

      .2    to the client, at the address in the letter of offer.

6.2   The parties agree that any disclosure of this financial assistance shall
      be made in accordance with the provisions of section 6 of Appendix B.

6.3   In the event of incompatibility or conflict of interpretation between the
      letter of offer and Appendix A, on the one hand, and Appendix B, on the
      other, the latter shall prevail.

6.4   This offer shall become null and void if it is not returned duly signed
      and accepted without conditions by the client within 90 days of being sent
      by the minister.

      For further information, please contact Mr. Michael Ash at 283-3621, or
the undersigned at 283-2500

                                            Yours truly,

                                            Germain Pare
                                            Director
                                            Montreal Island

Enclosures


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Appendix A   Project Description
Appendix B   General Conditions
Appendix C   Fact Sheet for Press Release

The offer and related conditions are hereby accepted this

_______________________ Day of _______________________, 1997

3143619 Canada Inc. ( operating under the name Tirex Canada)

____________________________________________________________
(signature)

____________________________________________________________
(Title)

____________________________________________________________
(signature)

____________________________________________________________
(Title)


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   ANNEX "A"                                                             PROJECT

                                                               NUMBER: H30600762

                               PROJECT DESCRIPTION

OBJECTIVE OF THE PROJECT

      3143619 Canada Inc. (Operating under the name Tirex Canada and hereinafter
referred to as "the Applicant") agrees to undertake market development work for
the sale of tire recycling equipment referred to by the Applicant as the TCS-1,
in the United States of America. The total cost of the activities, to be carried
out over the space of one year, is estimated at $190,000. The activities to be
undertaken as well as approximations of their cost follow. Certain activities
may occur outside the United States of America such as the major international
trade shows and conferences in Kuala Lampur, Liverpool, Nurnberg and Shanghai
but are accepted as eligible by virtue of the importance of the shows to the
overall marketing activities of TIREX on a worldwide basis, including the United
States of America.

Consulting contract (details below)                                $ 70,000
Market research assistant                                            25,000
Advertizing and publicity                                             6,000
Computer hardware/software for market data analysis                  12,000
Electronic marketing including web site                               8,000
Legal costs                                                           5,000
Visits to prospective clients (anticipating 16 
  visits at an average cost of $1000 per visit)                      16,000
Trade show costs both as exhibitors and as attendees 
  (see details below)                                                48,000
                                                                   --------

TOTAL ELIGIBLE COST                                                $190,000
                                                                   ========

Travel to and from clients

Expectation of 16 trips at an average cost of $1000 per trip including  airfare,
ground  transportation  hotels,  meals and other necessary  costs. 
16 x $1,000 = $16,000.

Trade Show Activities

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Show       Airfare     Hotels    Meals      Space      Erection    Ship +    Promo      Other   Total
                                            Rental     Dismant     Insce     Material
-------------------------------------------------------------------------------------------------------
<S>        <C>         <C>       <C>        <C>        <C>         <C>       <C>                <C>
1          $1800       $  800    $600       --         --                    $400               $ 3,600
-------------------------------------------------------------------------------------------------------
2          $2400       $  800    $1200      --         --          --        $800               $ 5,200
-------------------------------------------------------------------------------------------------------
3          $3900       $1200     $420       --         --          --        $300               $ 5,820
-------------------------------------------------------------------------------------------------------
4          $5000       $1600     $640       $4000      $1200       $1200     $200               $13,840
-------------------------------------------------------------------------------------------------------
5          $5700       $1800     $640       $2000      $1400       $ 750     $250               $12,540
-------------------------------------------------------------------------------------------------------
6          $1700       $1200     $450       --         --          --        $500               $ 3,850
-------------------------------------------------------------------------------------------------------
7          $1200       $  900    $800       --         --          --        $200               $ 3,100
-------------------------------------------------------------------------------------------------------
TOTAL      $21,700     $8,300    $4,750     $6,000     $2,600      $1,950    $2,650             $47,950
-------------------------------------------------------------------------------------------------------

TOTAL ROUNDED                                                                                   $48,000
</TABLE>


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Description of Trade Shows

Show 1    International Rubber Forum 
            in conjunction with the 
            102nd meeting of the
            International Rubber 
            Study Group              2 days  (June 98)    UK or Indonesia (TBD)
Show 2    International Rubber       
            Conference               4 days  (June 97)    Nurnberg, Germany
Show 3    Annual Public              
            Recycling Officials      3 days  (August 97)  Pittsburg, PA
Show 4    International Rubber       
            Conference Rubberdex     4 days  (Oct 97)     Kuala Lampur, Malaysia
Show 5    Chinaplas                  5 days  (Oct 97)     Shanghai, PRC
Show 6    "Beyond the Life           
            Cycle" Rubber            
            Division Expo            4 days  (Oct 97)     Cleveland, OH
Show 7    Annual Minnesota           
            Recycling &              
            Waste Assoc.             3 days  (Nov 97)     Minnesota

COMPLEMENTARY NOTES

1.    The undertaking of the project should, in general terms, respect the
      objectives, the project description, methodology and timing as indicated
      in the various documents submitted to the Federal Office of Regional
      Development - Quebec in support of the request for financial assistance.
      Costs estimated for individual cost categories are estimates and are not
      intended as limitations per category. Subject to note 3 below, the
      Applicant may, within reason, substitute costs in one category for
      another, as warranted by evolving commercial circumstances. The Applicant
      should obtain authorization from the Department for significant variations
      from the overall plan and such authorization should not unreasonably be
      withheld. The Applicant may substitute a trade show not previously listed
      for another listed above where circumstances warrant but the Applicant
      should obtain authorization from the Department for such substitutions in
      advance.

2.    Eligible costs specifically exclude:

      a)    costs related to the hiring of a consultant with whom the Applicant
            is related as defined in the Income Tax Act;

      b)    any taxes paid for which the Applicant is eligible for a refund or
            an input tax credit (e.g. GST/TVQ);

      c)    any costs related to hospitality, entertainment and other costs of a
            similar nature.

3.    The Department reserves the right to reduce costs claimed relative to
      hotels and subsistence where such amounts significantly exceed amounts
      specified by Treasury Board in the Travel Directive for federal public
      servants in travel status. Such amounts can be obtained from the
      Department.


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                                                                      APPENDIX B

                               GENERAL CONDITIONS

1. Interpretation

Unless the context  dictates  otherwise,  the  following  terms have the meaning
stipulated, for the purposes of this agreement:

1.1   "Eligible costs": all the costs necessary to carry out the project. They
      may include:

   -  fees for professional and technical services;

   -  the cost of labour assigned to the project;

   -  equipment rental fees;

   -  the cost of a demonstration project or of a development project for a
      process, product or service, and the dissemination of the results;

   -  the cost of producing and disseminating promotional material;

   -  the cost of organizing an exhibition, conference, seminar or symposium;

   -  the cost of organizing a contest or of awarding grants;

   -  operating fees paid to an association of SME's or a support organization
      for SME's;

   -  travel expenses;

   -  in exceptional cases, the cost of fixed assets deemed necessary to execute
      an eligible  catalyst  project,  with the  exception  of the cost of land,
      motor vehicles not exclusively used on the project site and the portion of
      the cost of any asset that exceeds the fair market value of the asset.

1.2   "Authorized costs": eligible costs listed in Appendix A that are deemed
      reasonable and necessary to carry out the project, subject to the sharing
      ratios, restrictions and terms of this agreement.

1.3   "Approved costs": costs claimed by the client that are, in the minister's
      opinion, authorized costs.

1.4   "Government of Canada": Her Majesty the Queen in right of Canada.

2.    Duration of the Agreement

2.1   The effective date of the agreement is the date on which the minister
      receives a duly signed copy of the agreement.

2.2   The agreement shall terminate 12 months after the date on which the
      project is completed; in the case of a repayable contribution, the
      contract shall terminate on the date of the last repayment of the
      contribution.

3.    Representations and Undertakings by the Client

3.1   The client knows of no existing, imminent or probable legal proceedings,
      or no reason, fact or event that could seriously compromise the project's
      chances of success.


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3.2   The client states that the project description in Appendix A faithfully
      reflects its intentions, and that the information contained therein are
      true, and that all relevant information has been disclosed.

3.3   Until the project is completed, the client undertakes to:

      .1    do everything necessary to carry out the project successfully and
            within the agreed upon schedule and costs, in workmanlike fashion
            and employing qualified personnel;

      .2    immediately disclose to the minister any fact or event that might,
            immediately or in the long term, jeopardize the project's chances of
            success;

      .3    comply with all laws, regulations, orders, and legal, quasi-legal
            and administrative decisions applicable to the client and to the
            project.

3.4   For the duration of this agreement, the client undertakes to do everything
      necessary to maintain its corporate existence and legal competence and
      inform the minister of any failure to do so.

3.5   For the duration of this agreement, the client undertakes not to amend the
      project with respect to its cost, scope, completion date, location or any
      other aspect, without the minister's prior written consent.

4.    Reports and Information

4.1   The minister may require the client to produce promptly, free of charge
      and without delay any information that the client has or may have
      concerning the project.

4.2   The client shall at all times ensure that the minister or his
      representative has access to its ledgers, information, documentation and
      receipts in respect of the project's costs and financing, as well as any
      other document that the minister may reasonably require for the purposes
      of this agreement.

4.3   The minister, through his own auditors or recognized chartered
      accountants, may conduct the audits provided for in the agreement, at the
      minister's expense and according to a reasonable time schedule.

4.4   For 24 months after the project completion date, the client shall, at its
      own expense

      .1    keep and hold available for examination and audit by the minister
            ledgers, accounts and cost records of the project; and

      .2    promptly supply upon request such data in respect of the project and
            its results as the minister may require to establish the level of
            financial assistance or for statistical purposes.

4.5   The minister agrees, subject to the Access to Information Act of Canada,
      to preserve the confidentiality of any data, reports and other information
      provided in confidence by the client pursuant to this agreement, and not
      to disclose them to any third party without the client's prior written
      consent.

4.6   In the case of a contribution for a study, should the client decide not to
      follow through with the consultant's recommendations, the client shall,
      upon request, cede to the minister all the information obtained or
      developed in consequence of the services provided by the consultant.

5.    Default and Recourse

5.1   The following constitute events of default:


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      .1    a) the client becomes bankrupt or requests protection under the
            Bankruptcy and Insolvency Act;

            b) the client goes into receivership;

            c) an order is made in accordance with the Companies' Creditors
            Arrangement Act (c 36);

      .2    an order is made or resolution passed for the winding up of the
            client, or the client is dissolved;

      .3    the client ceases activities related to the project;

      .4    in the opinion of the minister, there has been a significant
            increase in the degree of risk relating to the execution of the
            project;

      .5    the client has made a false declaration or a false representation to
            the minister, directly or through its representatives;

      .6    a term, condition or undertaking provided in the agreement has not
            been fulfilled;

      .7    the client is not entitled to the contribution.

5.2   In the event of default, pursuant to clauses 5.1.1 and 5.1.2, all monies
      paid to the client under this offer of contribution shall become
      immediately due and payable.

5.3   If there is default, or if, in the minister's opinion, default is likely
      to occur pursuant to clauses 5.1.3 to 5.1.7, the minister may exercise any
      or all of the following remedies:

      .1    adjust the amount of the contribution and notify the client
            accordingly;

      .2    suspend any payment of the contribution, either for amounts due or
            future payments;

      .3    terminate the agreement and immediately end any financial obligation
            under the agreement;

      .4    require the immediate total or partial repayment of any financial
            assistance received.

5.4   The fact that the minister refrains from exercising a right conferred on
      him by this agreement shall not be construed as a waiver of that right.

6.    Announcements and Ceremonies

6.1   The client hereby agrees to a public announcement by the minister in the
      form of a press release containing the information outlined in Appendix C
      of this agreement.

6.2   The minister shall inform the client promptly in writing of the date on
      which the public announcement is to be made and the client shall maintain
      the confidentiality of this agreement until that date.

6.3   The client shall notify the minister in writing, at least 14 days in
      advance, of any official ceremony organized with regard to the project.

6.4   The client hereby consents to the participation of the minister or his
      representatives in any official ceremony.

7.    Notice

7.1   Any notice, information or document required to be sent under this
      agreement shall be effectively given if delivered by hand or sent by telex
      or facsimile. Any notice shall be deemed to have been received on
      delivery; any notice sent by telex or facsimile shall be deemed to have
      been received


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      one working day after being sent; any notice sent by mail shall be deemed
      to have been received eight working days after being mailed.

7.2   Each of the parties may amend the address given in this agreement by
      informing the other party of its new address and any such changes shall
      come into force 15 days after receipt of the notice.

8.    General

8.1   No member of the House of Commons or Senator shall be admitted to any
      share or part of this agreement or to any benefit to arise therefrom.

8.2   The client confirms that no former public office holder in the Government
      of Canada benefits directly or indirectly from this agreement, or, that if
      such is the case, the said former public officer holder complies with the
      provisions of the Conflict of Interest and Post-Employment Code.

8.3   This agreement and its benefits shall not be assigned without the prior
      written consent of the minister.

8.4   The parties acknowledge that nothing in this agreement shall be construed
      as creating a partnership or joint venture or agency relationship between
      the minister and the client.

8.5   The parties hereto agree that this agreement be drafted in English only.
      Les parties a la presente entente acceptent qu'elle soit redigee en
      anglais seulement.

8.6   This agreement is made to the advantage and the benefit of the parties
      hereto, their respective successors and assigns, and is binding upon them.

8.7   This agreement is subject to and shall be construed in accordance with the
      laws of the province of Quebec.

8.8   Recourse provided under this agreement is cumulative and shall not exclude
      any other recourse provided by law.

8.9   Any payment due under this agreement is subject to there being an
      appropriation for the fiscal year in which the payment is to be made.


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                                                                      APPENDIX C

================================================================================
                               PROJECT FACT SHEET
                       FOR THE MINISTER AND PRESS RELEASE
--------------------------------------------------------------------------------
IDEA-SME                                    Project no  H30600762

--------------------------------------------------------------------------------
Client's name and address                   Resource persons:
3143619 Canada Inc, (Tirex Canada)          Name      Mr. Terence C. Byrne
740 St-Maurice                              Title     President
Suite 201                                   Telephone 878-0727
Montreal, Quebec                            Fax       878-9847
H3C 1L5
--------------------------------------------------------------------------------
Project location                            Federal riding
USA plus essential trade shows in other     St-Henri-Westmount
regions.
--------------------------------------------------------------------------------
Project  description:  Market  development  activities  in the United  States of
America for the sale of tire recycling equipment.
--------------------------------------------------------------------------------
Total cost of project     $190,000
--------------------------------------------------------------------------------
Authorized assistance (type of financial assistance and amount)

Repayable contribution

   50% X $190,000 = $95,000 MAXIMUM
--------------------------------------------------------------------------------
Effect on jobs (specify whether any will be created or preserved)  Impossible to
predict at this time.
--------------------------------------------------------------------------------
Estimated project start date                Estimated project completion date
August 31, 1997                             August 31, 1998
--------------------------------------------------------------------------------
Date offer made                             Date offer accepted
================================================================================


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