EXHBIT 10 (MMM)

SCOTIA BANK
THE BANK OF NOVIA SCOTIA
Commercial Banking Center and Main Branch
Tour Scotia, 1002 Sherbrooke Street West, Montreal (Quebec) H3A 3L6
Tel (514) 499-5432

May 6, 1999

Tirex Canada R&D, Inc.
3828 St-Patrick Street
Montreal, Qc
H4E 1A4

Dear Sirs:

         We are pleased to confirm that subject to acceptance by you, The Bank
of Nova Scotia (the "Bank") will make available to Tirex Canada R&D, Inc. (the
"Borrower"), credit facilities on the terms and conditions set out in the
attached Terms and Conditions Sheet and Schedule "A".

         If the arrangements set out in this letter, and in the attached Terms
and Conditions Sheet and Schedule "A" (collectively the "Commitment Letter") are
acceptable to you, please sign the enclosed copy of this letter in the space
indicated below and return the letter to us by the close of business on May 20,
1999 after which date this offer will lapse.

If we can be of any further assistance to you on this proposal, please feel free
to contact us. We look forward to a long and mutually rewarding association.

Yours very truly,

/s/ Michael Sirois                                         /s/ Robert J. Lawigne
------------------                                         ---------------------
Michael Sirois                                             Robert J. Lawigne
Account Manager                                            AGM Credit

         The arrangements set out above and in the attached Terms and Conditions
Sheet and Schedule "A" (collectively the "Commitment Letter") are hereby
acknowledged and accepted by:
                                              Guarantors
Tirex Canada R&D, Inc.                        The Tirex Corporation Canada, Inc.
By: /s/ Terence C. Byrne                      By: /s/ Terence C. Byrne
Title:  CEO                                   Title:

By: /s/ Michael Ash                           By:
Title:  CFO                                   Title:

Date:  May 7, 1999                            /s/ Terence C. Byrne
                                              --------------------
                                              Terence Byrne
                                              /s/ Louis Muro
                                              --------------------
                                              Louis Muro

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                              TERMS AND CONDITIONS

CREDIT NUMBER:  1                                   AUTHORIZED AMOUNT:  $750,000
--------------                                      ----------------------------

TYPE

         Revolving term

PURPOSE

         To finance 75% of Investissements Quebec approved research development
         refundable Investment Tax Credit (ITC's)

CURRENCY

         Canadian dollars

AVAILMENT

         The Borrower may avail the Credit by way of direct advances evidenced
         by Demand Promissory Notes supported by Investissements Quebec approval
         of ITC documentation in a form satisfactory to the Bank.

INTEREST RATE/FEES/COMMISSION

         The Bank's Prime Lending Rate from time to time, plus 1.25% per annum
with interest payable monthly.

OTHER FEES

         A Bank Administration Fee of $250 is payable by the Borrower on the
occasion of each advance

DRAWDOWN

         Advances are to be made in minimum multiples of $25,000.

REPAYMENT

         Advances are repayable in periodic lump sums from the receipt of
         Federal and Provincial refundable Investments Tax Credits, or on
         Demand, whichever occurs first.

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OTHER FEES, COMMISSIONS AND COMPENSATING BALANCES

         An application fee of 0.33% of total credits is payable by the Borrower
upon acceptance of this letter.

         An Annual Review Fee of 0.25% of total credits is payable by the
Borrower annually.

         In addition to, and not in substitution for the obligations of the
         Borrower and the rights of the Bank upon the occurrence of an event of
         default herein, the Borrower shall pay to the Bank:

         (a)      a fee of $150 per month (or such higher amount as may be
                  determined by the Bank from time to time) for each month or
                  part thereof during which the Borrower is late in providing
                  the Bank with financial or other information required herein;

         (b)      a fee of $150 per month (or such higher amount as may be
                  determined by the Bank from time to time) for each month or
                  part thereof during which loan payments of principal, interest
                  or other amounts are past due; and

         (c)      a fee of $150 per month (or such higher amount as may be
                  determined by the Bank from time to time) for each month or
                  part thereof during which the Borrower is in default of any
                  other term or condition contained in this Commitment Letter or
                  in any other agreement to which the Borrower and the Bank are
                  parties.

         The imposition or collection of fees does not constitute an express or
         implied waiver by the Bank of any event of default or any of the terms
         or conditions of the lending arrangements, security or rights arising
         from any default. Fees may be charged to the Borrower's deposit account
         when incurred.

GENERAL SECURITY, TERMS, AND CONDITIONS APPLICABLE TO ALL CREDITS

GENERAL SECURITY

The following security, evidenced by documents in form satisfactory to the Bank
 and registered or recorded as required by the Bank, is to be provided prior to
 any advances or availment being
made under the Credits

                  Movable Hypothec in the amount of $1,500,000 on all present
                  and future movable property with appropriate insurance
                  coverage, loss, if any, payable to the Bank.

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                  A certificate of guarantee from Investissements Quebec
                  confirming an 80% deficiency guarantee

                  Priority Agreement with Investissements Quebec giving the Bank
                  pirority over ALL ASSETS

                  Guarantee(s) and Postponement Agreement(s) given by the
                  following (with corporate seal(s) and resolution(s) as
                  applicable) in the amount(s) shown:

                           NAME                                        AMOUNT
                           ----                                        ------

                           Terence Byrne and Louis Muro                 $200,000
                           (joint and several)
                           The Tirex Corporation Canada Inc.*          Unlimited

         *Supported by

                  Movable Hypothec in the amount of $1,500,000 on all present
                  and future movable property with appropriate insurance
                  coverage, loss, if any, payable to the Bank.

GENERAL CONDITIONS

         Until all debts and liabilities under the Credit(s) have been
         discharged in full, the following conditions will apply in respect of
         the Credit(s):

                  The consolidated ratio of current assets to consolidated
                  current liabilities of The Tirex Corporation is to reach 1.0:1
                  or better by June 30,1999 and reaching 1.2:1 by June 30,2000.

                  Consolidated Tangible Net Worth (TNW) of The Tirex Corporation
                  is to be maintained in excess of $750,000 USD at all times.

                  TNW is defined as the sum of the share capital, earned and
                  contributed surplus and postponed funds less (i) amounts due
                  from officers/affiliates, (ii) investments in affiliates, and
                  (iii) intangible assets as defined by the Bank.

                  Advances under this facility to finance ITCs shall not exceed
                  75% of the ITCs applied for and subject to Investissements
                  Quebec approval and total advances are not to exceed 125% of
                  the Borrower's previous years of ITCs

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                  Without the Bank's prior written consent:

                           No change in ownership is permitted.

                           No mergers, acquisitions or change in the Borrower's
                           line of business are permitted.

                  For ongoing credit risk management purposes all operating
                  accounts of the borrower should be maintain with the bank as
                  long as the Borrower has any operating line facility with the
                  Bank.

GENERAL BORROWER REPORTING CONDITIONS

         Until all debts and liabilities under the Credit(s) have been
         discharged in full, the Borrower will provide the Bank with the
         following:

                  Annual, audited financial Statements, within 90 days of the
                  Borrower's fiscal year end, duly signed.

                  Annual, audited financial Statements, within 90 days of the
                  Guarantor's fiscal year end, duly signed.

                  Annual, audited consolidated financial Statements of The Tirex
                  Corporation, within 90 days of fiscal year end, duly signed

                  Quarterly, interim financial Statements within 45 days of
                  period end of the Borrower and the Guarantor(September,
                  December, March).

                  Quarterly, consolidated interim financial Statements within 45
                  days of period end of The Tirex Corporation (September,
                  December, March).

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                                   SCHEDULE A

                   ADDITIONAL TERMS AND CONDITIONS APPLICABLE
                                 TO ALL CREDITS

         (In the event of a conflict, the terms and conditions of any lease
         agreement and/or conditional sale contract supersede the terms and
         conditions in this Schedule A with regard to such leases and/or
         conditional sale contracts).


CALCULATION AND PAYMENT OF INTEREST

1.       Interest on loans/advances made in Canadian dollars will be calculated
         on a daily basis and payable monthly on the 22nd day of each month
         (unless otherwise stipulated by the Bank). Interest shall be payable
         not in advance on the basis of a calendar year for the actual number of
         days elapsed both before and after demand of payment or default and/or
         judgment.
2.
INTEREST ON OVERDUE INTEREST

2.       Interest on overdue interest shall be calculated at the same rate as
         interest on the loans/advances in respect of which interest is overdue,
         but shall be compounded monthly and be payable on demand, both before
         and after demand and judgment.


ENVIRONMENT

3.       The Borrower agrees:

         (a)      to obey all applicable laws and requirements of any federal,
                  provincial, or any other governmental authority relating to
                  the environment and the operation of the business activities
                  of the Borrower;

         (b)      to allow the Bank access at all times to the business premises
                  of the Borrower to monitor and inspect all property and
                  business activities of the Borrower;

         (c)      to notify the Bank from time to time of any business activity
                  conducted by the Borrower which involves the use or handling
                  of hazardous materials or wastes or which increases the
                  environmental liability of the Borrower in any material
                  manner;

         (d)      to notify the Bank of any proposed change in the use or
                  occupation of the property of the Borrower prior to any change
                  occurring;

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         (e)      to provide the Bank with immediate written notice of any
                  environmental problem and any hazardous materials or
                  substances which have an adverse effect on the property,
                  equipment, or business activities of the Borrower and with any
                  other environmental information requested by the Bank from
                  time to time.

         (f)      to conduct all environmental remedial activities which a
                  commercially reasonable person would perform in similar
                  circumstances to meet its environmental responsibilities and
                  if the Borrower fails to do so, the Bank may perform such
                  activities; and

         (g)      to pay for any environmental investigations, assessments or
                  remedial activities with respect to any property of the
                  Borrower that may be performed for or by the Bank from time to
                  time.

         If the Borrower notifies the Bank of any specified activity or change
         or provides the Bank with any information pursuant to subsections (c),
         (d), or (e), or if the Bank receives any environmental information from
         other sources, the Bank, in its sole discretion, may decide that an
         adverse change in the environmental condition of the Borrower or any of
         the property,

         equipment, or business activities of the Borrower has occurred which
         decision will constitute, in the absence of manifest error, conclusive
         evidence of the adverse change. Following this decision being made by
         the Bank, the Bank shall notify the Borrower of the Bank's decision
         concerning the adverse change.

         If the Bank decides or is required to incur expenses in compliance or
         to verify the Borrower's compliance with applicable environmental or
         other regulations, the Borrower shall indemnify the Bank in respect of
         such expenses, which will constitute further advances by the Bank to
         the Borrower under this Agreement.

INITIAL DRAWDOWN

4.       The right of the Borrower to obtain the initial drawdown under the
         Credit(s) is subject to the condition precedent that there shall not
         have been any material adverse changes in the financial condition or
         the environmental condition of the Borrower or any guarantor of the
         Borrower.

PERIODIC REVIEW

5.       The obligation of the Bank to make further advances or other
         accommodation available under any Credit(s) of the Borrower under which
         the indebtedness or liability of the Borrower is payable on demand, is
         subject to periodic review and to no adverse change occurring in the
         financial condition or the environmental condition of the Borrower or
         any guarantor.

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EVIDENCE OF INDEBTEDNESS

6.       The Bank's accounts, books and records constitute, in the absence of
         manifest error, conclusive evidence of the advances made under this
         Credit, repayments on account thereof and the indebtedness of the
         Borrower to the Bank.

ACCELERATION

7.       (a)      All indebtedness and liability of the Borrower to the Bank
                  payable on demand, is repayable by the Borrower to the Bank at
                  any time on demand;

         (b)      All indebtedness and liability of the Borrower to the Bank not
                  payable on demand, shall, at the option of the Bank, become
                  immediately due and payable, the security held by the Bank
                  shall immediately become enforceable, and the obligation of
                  the Bank to make further advances or other accommodation
                  available under the Credits shall terminate, if any one of the
                  following Events of Default occurs:

                  (i)      the Borrower or any guarantor fails to make when due,
                           whether on demand or at a fixed payment date, by
                           acceleration or otherwise, any payment of interest,
                           principal, fees, commissions or other amounts payable
                           to the Bank;

                  (ii)     there is a breach by the Borrower of any other
                           term or condition contained in this Commitment Letter
                           or in any other agreement to which the Borrower and
                           the Bank are parties;

                  (iii)    any default occurs under any security listed in this
                           Commitment Letter under the headings "Specific
                           Security" or "General Security" or under any other
                           credit, loan or security agreement to which the
                           Borrower is a party;

                  (iv)     any bankruptcy, re-organization, compromise,
                           arrangement, insolvency or liquidation proceedings or
                           other proceedings for the relief of debtors are
                           instituted by or against the Borrower and, if
                           instituted against the Borrower, are allowed against
                           or consented to by the Borrower or are not dismissed
                           or stayed within 60 days after such institution;

                  (v)      a receiver is appointed over any property of
                           the Borrower or any judgement or order or any process
                           of any court becomes enforceable against the Borrower
                           or any property of the Borrower or any creditor takes
                           possession of any property of the Borrower;

                  (vi)     any adverse change occurs in the financial
                           condition of the Borrower or any guarantor.

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                  (vii)    any adverse change occurs in the environmental
                           condition of:

                           (A)      the Borrower or any guarantor of the
                                    Borrower; or

                           (B)      any property, equipment, or business
                                    activities of the Borrower or any guarantor
                                    of the Borrower.

COSTS

8.       All costs, including legal and appraisal fees incurred by the Bank
         relative to security and other documentation, shall be for the account
         of the Borrower and may be charged to the Borrower's deposit account
         when submitted.


REQUEST FOR ENGLISH

9.       This document and all related documents have been drafted in English at
         the Borrower's request. Ce document et tous les documents y afferents
         ont ete rediges en anglais a la demande de l'emprunteur.

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