EXHIBIT 10 (ll)


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                                                  IDEA-SME Project No: H30601158

3143619 Canada Inc.
(Tirex Canada)
740 St-Maurice
Suite 201
Montreal (Qc)
H3C 1L5

Attention:     Mr. Vijay Kachru

      Subject: Contribution under IDEA-SME for International  market development
               activities

Dear Sir:

      The Government of Canada, as represented by Canada Economic Development
for Quebec Regions ("the Minister") hereby offers to make a repayable
contribution under the Quebec SME Development Assistance Program (IDEA-SME) to
3143619 Canada Inc. (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 April 30, 1998;

      .2    complete the project on or before March 31, 1999.

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 $98,000, based on 50% of the
      approved eligible costs.

3.2   The Minister shall not contribute to any cost incurred by the client prior
      to February 25, 1998.


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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, 2001       1/15 of the amount actually disbursed by the Minister.
      June 30, 2002       2/15 of the amount actually disbursed by the Minister.
      June 30, 2003       3/15 of the amount actually disbursed by the Minister.
      June 30, 2004       4/15 of the amount actually disbursed by the Minister.
      June 30, 2005       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.


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6.    GENERAL CONDITIONS

6.1   Any notice shall be sent to the following address:

      .1    to the Minister

      Canada Economic Development for Quebec Regions
      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 283-8153

                                               Yours truly,

                                               Suzanne Ouimet
                                               Director
                                               Montreal Island

Enclosures

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

The offer and related conditions are hereby accepted this


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________________________ Day of ___________________________, 1998

3143619 Canada Inc.
(Tirex Canada)

_________________________________________________________________
(signature)

_________________________________________________________________
(Title)

_________________________________________________________________
(signature)

_________________________________________________________________
(Title)


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PROJECT NUMBER: H30601158                                              ANNEX "A"

                               3143619 Canada Inc.

                                 (Tirex Canada)

                               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 $196,000. Certain activities may
occur outside Canada and the United States of America, and such activities may,
at the discretion of the Department, be deemed eligible in the event that it can
be shown that the undertaking of such activities is important to the overall
market development activities in the United States of America. The activities,
as per the proposal submitted with this application, will, in general terms,
comprise the activities enumerated below. Note that the Applicant is expected to
undertake those activities which are consistent with the terms of the proposal
and that the amounts listed for the various activities represent only estimates
of the cost of such activities and are not to be interpreted as limitations by
category. The Applicant may, within reason, substitute costs in one category for
costs in another to the extent that the overall intent and methodology of the
proposal is respected. The Applicant agrees to consult with the Department prior
to undertaking any significant commitments for US market development activities
which significantly deviate from those listed below, and to obtain Department
authorization for such activities should it be the intention of the Applicant to
produce claims under this Agreement for such activities. The Department reserves
the right to accept costs for market development activities not specifically
noted below if the Department is convinced that such activities are consistent
with the overall objectives of the project and acceptance of such costs shall
constitute an automatic adjustment of the Statement of Work. More specifically,
the activities will include:

ESTIMATE OF COST OF MARKET DEVELOPMENT ACTIVITIES

Consulting contract (Robert Eller Associates 
  and MD Technologies Inc.)                                             $107,000
Validation of results with processors and preliminary 
  marketing, travel expenses and documentation                            25,000
Visits to prospective clients - consulting validation 
  stage (see details below)                                               17,000
Preparation of samples                                                    10,000
Product literature                                                        15,000
Visits to prospective clients - market 
  development stage (see details below)                                   22,000
                                                                        --------

TOTAL ELIGIBLE COST                                                     $196,000
                                                                        ========


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Travel to and from clients - average 2 nights - consulting validation stage

--------------------------------------------------------------------------------
   Location        Airfare     Hotels   Meals  Local costs  Total per    Total
--------------------------------------------------------------------------------
Chicago              $900       $350    $150       $50       $1,450     $2,900
--------------------------------------------------------------------------------
Pittsburgh           $900       $240    $150       $50       $1,340     $2,680
--------------------------------------------------------------------------------
Dallas             $1,200       $230    $150       $50       $1,630     $3,260
--------------------------------------------------------------------------------
New York             $600       $400    $150       $50       $1,200     $2,400
--------------------------------------------------------------------------------
California           $900       $350    $150       $50       $1,450     $2,900
--------------------------------------------------------------------------------
Ohio                 $800       $250    $150       $50       $1,250     $2,500
--------------------------------------------------------------------------------
TOTAL                                                                   16,640
--------------------------------------------------------------------------------
                                                        
ROUNDED                                                                $17,000
                                                                       =======

Travel to and from clients - average 2 nights - market development stage

--------------------------------------------------------------------------------
   Location        Airfare     Hotels   Meals  Local costs  Total per    Total
--------------------------------------------------------------------------------
Chicago              $900       $350    $150       $50       $1,450     $2,900
--------------------------------------------------------------------------------
Pittsburgh           $900       $240    $150       $50       $1,340     $2,680
--------------------------------------------------------------------------------
Dallas             $1,200       $230    $150       $50       $1,630     $3,260
--------------------------------------------------------------------------------
New York             $600       $400    $150       $50       $1,200     $2,400
--------------------------------------------------------------------------------
California           $900       $350    $150       $50       $1,450     $2,900
--------------------------------------------------------------------------------
Ohio (first trip)    $800       $250    $150       $50       $1,250     $2,500
--------------------------------------------------------------------------------
Ohio (second trip)   $800       $250    $150       $50       $1,250     $2,500
--------------------------------------------------------------------------------
New Jersey           $600       $250    $150       $50       $1,050     $2,100
--------------------------------------------------------------------------------
TOTAL                                                                  $21,240
--------------------------------------------------------------------------------

ROUNDED                                                                $22,000
                                                                       =======

COMPLEMENTARY NOTES


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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.

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. These amounts are subject to revision on the
      first of April and the first of October of each year. Hotel rates and
      daily subsistence rates are available upon request. For information
      purposes only, as of the date of this Letter of Offer, the maximum daily
      rates for federal employees per person for meals is approximately US$50,
      and the maximum rates for federal employees benefitting from hotel
      corporate rates for selected cities, before local taxes, in US dollars,
      are as follows:

      New York    US$142    Dallas           US$ 71     Washington        US$113
      Seattle     US$ 79    San Francisco    US$ 96     Detroit           US$ 80
      Chicago     US$100    Atlanta          US$ 81     Philadelphia      US$ 89
      Miami       US$ 73    Boston           US$100     Baltimore         US$ 78
      Las Vegas   US$ 70    Los Angeles      US$100     Cleveland         US$ 78
                          
      The provision of this information is intended as a guideline to the
      Applicant and should not be interpreted as an automatic allowance. The
      Applicant agrees that claims will be made on the basis of actual amounts
      incurred for hotel and meal expenses, and that claims for such expenses
      will include a detailed listing of such amounts. Amounts attempted to be
      claimed as an automatic "Per Diem" will be disallowed.


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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


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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.

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.


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5.    Default and Recourse

5.1   The following constitute events of default:

      .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.


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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 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  H30601158
--------------------------------------------------------------------------------
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
Montreal and USA.                              St-Henri-Westmount
--------------------------------------------------------------------------------
Project  description:  Market  development  activities  in the United  States of
America for the sale of tire recycling equipment.
--------------------------------------------------------------------------------
Total cost of project            $196,000
--------------------------------------------------------------------------------
Authorized assistance (type of financial assistance and amount)

Repayable contribution

   50% X $196,000 = $98,000 MAXIMUM

--------------------------------------------------------------------------------
Effect on jobs (specify whether any will be created or preserved)

Mainly  consulting  work, job creation numbers not possible to estimate with any
reliability at this time.
--------------------------------------------------------------------------------
Estimated project start date                   Estimated project completion date
April 30, 1998                                 March 31, 1999
--------------------------------------------------------------------------------
Date offer made                                Date offer accepted
================================================================================


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