EXHIBIT 10(aaaa)


                                       123

<PAGE>

                                   ----------

                               TIREX AMERICA INC.

                                   ----------

                                 AMENDMENT NO. 1
                        TO FINANCIAL CONSULTING AGREEMENT
                                 OF MAY 3, 1997

                                   ----------

         Amendment, made as of the 1st day of July 1997, by and between


                               Tirex America Inc.
                               740 St. Maurice, Suite 201
                               Montreal, Quebec
                               Canada H4R 1W4

                                                             ("the Corporation")

                                       and

                               The NAIS Corp.
                               94 Washington Avenue
                               Lawrence, NY 11559

                                                              (the "Consultant")

the original parties to a certain Financial Consultant  Agreement,  dated May 3,
1997  (the  "Consulting  Agreement").  Terms  used in this  Amendment  which are
defined in the  Consulting  Agreement and not defined herein shall have the same
meaning herein as therein.

     Whereas,  it has at all times been the  intention  of the parties  that the
services to be rendered by the Consultant  under the Consulting  Agreement shall
be limited to providing  advice and opinions to the Corporation  with respect to
evaluating the managerial, professional, and


                                       124

<PAGE>

financial  requirements  of the Company and advising and  assisting  the Company
with  respect  to its  budgetary  and  business  plan  requirements,  marketing,
stockholder  relations,  public  relations,  financial  arrangements,   mergers,
acquisitions,    consolidations,   joint   ventures,   and   similar   corporate
transactions.

     Whereas,  the parties are concerned that certain activities included in the
Consulting Agreement as duties of the Consultant were: (i) not expressive of the
actual  intentions  of the parties  and (ii)  capable of being  misconstrued  as
direct involvement in the effectuation of a private placement or public offering
of the  securities of the Company so as to be deemed to affect the  underwriting
compensation payable in connection therewith;

     Now therefore,  in consideration of the premises and of the mutual promises
and  covenants  hereinafter  set forth,  the parties  agree to set forth  herein
certain amendments to the Consulting Agreement, as follows:

A.  AMENDMENTS

Consulting Services

     2.1 All services to be rendered  hereunder,  on the part of the Consultant,
shall be rendered by Mr. Jack Ehrenhause ("Ehrenhaus") and shall consist of: (i)
evaluation  of  the  Company's  managerial  and  financial  requirements;   (ii)
assistance in the preparation of budgets and business plans; (iii) assistance in
recruiting,  screening,  evaluating and recommending  key personnel,  directors,
accountants,  commercial and  investment  bankers,  underwriters,  attorneys and
other  professional  consultants;  (iv) advice with regard to sales planning and
sales  activities;  (v) advice with regard to  stockholder  relations and public
relations matters;  (vi) evaluation of financial  requirements and assistance in
financial  arrangements;  and (vii) advice and  assistance  in  connection  with
mergers,  acquisitions,  consolidations,  joint ventures,  and similar corporate
finance transactions.

B.  NO OTHER AMENDMENTS

     Except  as  expressly  provided  in this  Amendment,  all of the  terms and
conditions of the Consulting Agreement remain in full force and effect.

C.  COUNTERPARTS

     This  Amendment may be executed in any number of  counterparts  and by each
party on a separate  counterpart,  each of which when so executed and  delivered
shall be an original, but all of which together shall constitute one Amendment.


                                       125

<PAGE>

     In Witness  Whereof,  the parties  hereto have caused this  Amendment to be
executed the day and year first above written.

                                         Tirex America Inc.

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


                                         The NAIS CORP.

                                         By /s/ Jack Ehrenhaus
                                            ---------------------------
                                            Jack Ehrenhaus


                                       126