EXHIBIT 10 (jj)


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                         Security Capital Trading, Inc.
                               520 Madison Avenue
                            New York, New York 10022

                                                          April 1, 1998

The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec H3C 1L5

Attention: Mr. Terence C. Byrne, President

Gentlemen:

        We are  writing  to confirm  the terms of the  agreement  regarding  our
rendition of corporate advisory and consulting services to The Tirex Corporation
(the "Company").

During the one year term  commencing on the date first above  written,  we shall
provide the Company with such corporate advisory and consulting  services as the
Company  may from time to time  reasonably  request,  pursuant  to the terms and
subject to the conditions set form below.

      1.    It is  anticipated  that, at venous points in tune, the Company will
            request  that we perform a  specific  financial  advisory  seance or
            services. In each such case, a separate agreement will be negotiated
            which will set forth the  services  which the Company  desires us to
            render,  which  agreement  will establish the fees payable to us for
            such services.  The teams  assembled by us will include such members
            of our corporate finance and research staff as may be required given
            the nature of the particular transaction.

      2.    In consideration of our commitment to perform such services,  and in
            lieu of our annual normal retainer,  the Company will issue to us or
            our  designees,  one or more three year  warrants  (the  "Warrants")
            entitling  the  holder(s)   thereof  to  purchase  an  aggregate  of
            2,000,000  shares of the Company's $.001 par value common stock (the
            "Warrant Shares") at the following  exercise prices:  $.25 per share
            for the first  666,666  shares,  $.40 per share for the next 666,666
            shares and $.50 per share for the  remaining  666,667  shares.  Such
            Warrants,  which shall be in the form  annexed  hereto as Exhibit A,
            shall  further  provide,  among  other  things,  that the  holder(s)
            thereof shall be entitled to exercise such Warrants during the three
            year period  commencing  on the date of issuance  hereof,  provided,
            however  that, if the Company  shall file a  registration  statement
            (the "Registration  Statement") for an underwritten  public offering
            of its securities (the "Public


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            Offering"),   and  the   underwriter   or   representative   of  the
            underwriters  of the Public  Offering (the  "Underwriter")  shall so
            require, the holders of the Warrants, and any shares of Common Stock
            theretofore  issued or thereafter to be issued upon exercise thereof
            (the "Warrant Shares") shall lock-up,  for a period of not more than
            one year from the effective date of the Registration Statement,  all
            Warrant  Shares  which shall not have been sold prior to the date of
            initial  filing of the  Registration  Statement in normal brokers or
            market  maker's  transactions  in the public  trading market for the
            Common Stock.

      3.    The Company  hereby  covenants and agrees that (a) the Warrants will
            be, when  delivered in  accordance  with the terms  hereof,  validly
            issued, fully paid and non-assessable; (b) we or our designees, upon
            delivery of the Warrants,  will acquire good and marketable title to
            the Warrants free and clear of any lien, charge, claim, encumbrance,
            pledge, security interest,  defect or other restriction or equity of
            any kind whatsoever,  except for any federal or state securities law
            restrictions;  (c) the  Warrant  Shares  will be,  when paid for and
            delivered  in  accordance  with the terms of the  Warrants,  validly
            issued, fully paid and non-assessable; (d) we or our designees, upon
            delivery of the Warrant  Shares,  will acquire  good and  marketable
            tide to the  Warrant  Shares  free and  clear of any  lien,  charge,
            claim,  encumbrance,  pledge,  security  interest,  defect  or other
            restriction or equity of any kind whatsoever, except for any federal
            or state securities law  restrictions;  and (e) the Company,  at its
            sole cost and expense, will (i) register the Warrant Shares for sale
            by us or our designees,  as the selling  securityholder(s)  thereof,
            under the Securities  Act of 1933, as amended (the "Act"),  pursuant
            to the  next  Registration  Statement  which  shall  be filed by the
            Company with the  Securities and Exchange  Commission  subsequent to
            the date of this letter agreement; (ii) will prepare and timely file
            such  post-effective  amendments to such  Registration  Statement as
            shall be  necessary  to  maintain  the  registration  of the Warrant
            Shares under the Act until all of the Warrant  Shares have been sold
            by the  holder(s)  thereof,  or until  the  Warrants  shall  expire,
            whichever last occurs, and (iii) qualify the Warrant Shares for sale
            by the  holder(s)  thereof under the Blue Sky laws of such states as
            we shall reasonably request.


      4.    The Company will reimburse us for all out-of -pocket  expenses which
            we shall incur in carrying out the terms of this Agreement.

      5.    Nothing  in  this  Agreement  shall  be  considered  to  create  the
            relationship of employer and employee between the Company and us. We
            shall be


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            deemed at all tunes to be an  independent  contractor,  without  the
            power or authority to bind the Company in any manner.

      6.    The  Company  agrees to  indemnify  and hold us and our  affiliates,
            control persons, directors,  officers, employees and agents (each an
            "Indemnified Person") harmless from and against all losses,  claims,
            damages,  liabilities,  costs or expenses, including those resulting
            from any threatened or pending investigation,  action, proceeding or
            dispute whether or not we are, or any such other Indemnified  Person
            is, a party to such  investigation,  action,  proceeding or dispute,
            answer out of our entering  into or performing  services  under this
            Agreement,  or  arising  out  of  any  matter  referred  to in  this
            Agreement.  This  indemnity  shall also  include our and/or any such
            other Indemnified  Person's  reasonable  attorneys' and accountants'
            fees and  out-of-pocket  expenses  incurred  in, and the cost of our
            personnel   whose   time  is  spent   in   connection   with,   such
            investigations,   actions,   proceedings  or  disputes  which  fees,
            expenses and costs shall be periodically  reimbursed to us and or to
            any  such  other  Indemnified  Person  by the  Company  as they  are
            incurred;  provided  however,  that the  indemnity  herein set forth
            shall not apply where a court of competent  jurisdiction  has made a
            final  determination  that we acted in a grossly negligent manner or
            engaged in willful  misconduct  in the  performance  of our services
            hereunder  which gave rise to the loss,  claim,  damage,  liability,
            cost or expense  sought to be recovered  hereunder  (but pending any
            such  final  determination  the  indemnification  and  reimbursement
            provisions  hereinabove  set forth shall apply and the Company shall
            perform its  obligations  hereunder to reimburse us and/or each such
            other  Indemnified  Person  periodically for its, his or their fees,
            expenses and costs as they are  incurred;  such sums to be placed in
            escrow  pending final  determination).  The Company also agrees that
            neither  we nor any  Indemnified  Person  shall  have any  liability
            (whether  direct or indirect,  in contract or tort or  otherwise) to
            the Company for or in connection  with any act or omission to act by
            us as a result of our engagement under this Agreement except for any
            such liability for losses, claims, damages,  liabilities or expenses
            incurred by the Company that is found in a final  determination by a
            court of competent  jurisdiction  to have  resulted  from ours gross
            negligence or willful  misconduct.  If for any reason, the foregoing
            indemnification  is unavailable to us or any such other  Indemnified
            Person or  insufficient  to hold us and such of  Indemnified  Person
            harmless,  then the Company  shall  contribute to the amount paid or
            payable  by us or any such other  Indemnified  Person as a result of
            such loss,  claim,  damage,  or liability in such  proportion  as is
            appropriate  to reflect not only the relative  benefits  received by
            the Company and its  shareholders on the one hand and us or any such
            other  Indemnified  Person on the other hand,  but also the relative
            fault of the Company and us or any such other Indemnified Person, as
            well as any relevant equitable  considerations;  provided that in no
            event  will the  aggregate  contribution  by us and any  such  other
            Indemnified Person hereunder exceed the amount


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            of fees  actually  received by us pursuant  to this  Agreement.  The
            reimbursement, indemnity and contribution obligations of the Company
            hereinabove set form (a) shall be in addition to any liability which
            the  Company  may  otherwise  have;  (b) shall be  binding  upon the
            Company and its successors  and/or  assigns;  and (c) shall inure to
            the  benefit  of  any  successors,   assigns,   heirs  and  personal
            representatives, as the case may be, of us and any other Indemnified
            Person.

      7.    This agreement sets form the entire understanding of the parties win
            respect  to the  subject  matter  hereof,  supersedes  all  existing
            agreements  between us concerning  such subject  matter,  and may be
            modified only by a written instrument duly executed by each party.

      8.    Any waiver by either the Company or us of a breach of any  provision
            of this  Agreement  shall not operate or as or be  construed to be a
            waiver of any other breach of such provision or of any breach of any
            other provision of this  Agreement.  This Agreement shall be binding
            upon and inure to the  benefit  of each of the  Company,  us and our
            respective successors and assigns.

      9.    The covenants, agreement,  representations, and warranties contained
            in or made pursuant to this Agreement  shall survive the termination
            of our engagement hereunder,  irrespective of any investigation made
            by or on behalf of the Company or us.

      10.   While  there is no  commitment  on our  part,  or on the part of the
            Company to continue this relationship beyond the end of the Term, it
            is the mutual  expectation of the parties that the relationship will
            continue,   and  that  the   parties   will   negotiate  a  mutually
            satisfactory  annual retainer to cover periods subsequent to the end
            of the Term.

      11.   The  Company  agrees  not to make any  public  announcement  of this
            Agreement (except as required by law) without our written consent.

      12.   In  the  event  that  the  Company  fails  to  perform  any  of  the
            obligations  required  an its part  pursuant to this  Agreement,  we
            shall be enticed to receive,  as part of any award of  damages,  the
            reasonable fees and disbursements which we shall have paid, or which
            we shall owe,  to our  counsel  in  connection  with our  successful
            prosecution of such proceedings.

      If the foregoing  accurately  reflects your understanding of the Agreement
between


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the Company and us,  please so  indicate  by signing the  enclosed  copy of this
letter at the line provided, and return same to us.

                                                 Very truly yours,

                                                 Security Capital Trading, Inc

                                                 By: ___________________________

                                                     Ronald Heinemen, President

The  foregoing  agreement is  acknowledged  and accepted  this 1st day of April,
1998.

The Tirex Corporation

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


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