167

                                                                   EXHIBIT 10.22


Gary MacDonald
Suite 600-1090 West Pender Street
Vancouver, B. C.  V6E 2N7
Direct Line: 604-609-3770; Email: gary@macdonald.com
Reception: 604-683-5866, Facsimile: 604-683-8791

July 23, 1999

Vibro-Tech Industries, Inc.                                        Fax: 278-2712
201-11240 Bridgeport Road
Richmond, B.C.

Attention: Mr. Jock Chong, Chief Executive Officer

Dear Mr. Chong:

Re: Engagement of Gary MacDonald

     I am pleased to be engaged in the capacity of regulatory and business
consultant and secretary in connection the organization, financing and operation
of the business of Vibrotech Industries Ltd. (the "Company"). My work will
relate primarily to the preparation and filing of a US Form 10 for the Company
and such other companies as you may direct. I summarize details of my engagement
and request the acceptance of the terms and conditions by signing and returning
a signed copy of this letter.

     The initial remuneration for services rendered is a fee of Cdn$120 per hour
plus Canadian Goods and Services tax. As matters progress, I am amenable to
alteration of the remuneration for services, including remuneration by way of
shares or rights to purchase shares should a company enter the public market
place. Should the remuneration be altered, the alteration will be evidenced by a
written amendment to this letter. The engagement may be terminated by Jock Chong
on notice. I will be instructed from time to time by Jock Chong and William
Chow.

     Bills for fees will be submitted every two weeks to the Company and are
payable when received. Bills will itemize services performs and time incurred
during the billing period. Allocation of fees among the various companies will
be a matter of determination by you. If a separate statement of account is to be
set up for a company other than theCompany, you will give a direction from time
to time. Minor disbursements such as long distance telephone calls, delivery
charges and photocopying may be incurred from time to time and will be
reimbursed as recorded on statements of account. Photocopy charges are $0.10 per
page, which is my cost. Other disbursements will be approved from time to time
before being incurred.

     I request you forward an initial retainer of Cdn$2,000.


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                                      168

     Part of the services rendered will involve the collection of corporate
materials and the initial preparation of written materials relating to
regulatory matters and the organization and operation of the business of the
Company for registration with the Securities and Exchange Commission. I confirm
my estimate of the fee for doing this if between Cdn$20,000 and Cdn$25,000.

     You acknowledge that the writer is not currently licensed to practice law
in any jurisdiction and there will be instances in the course of the engagement
where the services of firms qualified to practise law in various jurisdictions
will be required. Part of my engagement will be to collect and prepare materials
for legal review and to coordinate and deal with the various professional
advisors, including legal and accounting firms, that will be required in the
course of the organization and operation of the business of the Company and
associated companies. The fees of any professional firm required in any
jurisdiction will be to the account of the Company or such other associated
company as you may direct. Such company which will enter into separate
engagements with such firms.

     Should the writer be qualified in the course of this engagement to practise
law in any jurisdiction, the remuneration will be altered to include the payment
of additional taxes arising from such qualification.

     If the above is acceptable, please sign and return the enclosed copy of
this letter.

Yours truly,


/s/ Gary A. MacDonald
Gary A. MacDonald
Direct Line: 604-609-3360, Direct Fax: 604-609-3363, Email: gmac@iremco.com

cc. Mr. Ken Telford, Fax: 688-7880

Accepted and agreed on July 23, 1999.

Vibro-Tech Industries, Inc.


By: /s/ Jock Chong
        Jock Chong, CEO


Gary MacDonald
Suite 600-1090 West Pender Street
Vancouver, B. C.  V6E 2N7
Direct Line: 604-609-3770; Email: gary@macdonald.com
Reception: 604-683-5866, Facsimile: 604-683-8791

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                                      169

October 20, 1999

Vibro-Tech Industries, Inc.                                        Fax: 278-2712
201-11240 Bridgeport Road
Richmond, B.C.

Attention: Mr. Jock Chong, President and Chief Executive Officer

Dear Mr. Chong:

Re: Amendment of Engagement of July 23, 1999 of Gary MacDonald

I wish to confirm the conditions on which the engagement letter of July 23, 1999
is to be amended.

For the next three months, as Vibro-Tech puts together and files its Form 10-SB,
my fees will not exceed in each month $7,000 plus GST. I hope to have the Form
10-SB filed before Christmas, 1999. I will still record my time and any time at
the rate of Cdn$120 per hour that exceeds $7,000 per month will go to a share
purchase account with shares to be purchased at a later date at US$0.40 per
share.

I expect the preparation of the Form 10SB and supporting documents will take
most, if not all, of my time for at least the next two, and possibly three,
months and after the Form 10SB is filed the work required to be done as
secretary of Vibro-Tech will be much less.

I note I am also doing other items as the annual meeting of Vibro-Tech,
contracts as necessary and items with the subsidiaries of Vibro-Tech. The
compensation arrangement will be reviewed in three months.

Vibro-Tech should be aware that after my work is finished, the Form 10SB, the
audited financial statements and the exhibits required have to be converted into
ASTI, which is the SEC EDGAR computer language. This will be done by another
firm. Mr. George Roth is sending me the details of a Colorado firm that will do
the conversion for US$5.00 per page, but Mr. Roth noted his last Form 10SB
filing cost him US$7,000 just to convert and file. Vibro-Tech should be prepared
for this.

     If the above is acceptable, please sign and return the enclosed copy of
this letter.

Yours truly,



/s/ Gary A. MacDonald
Direct Line: 604-609-3360, Direct Fax: 604-609-3363, Email: gmac@iremco.com

cc. Mr. Ken Telford, Lucy Liang Fax: 688-7880, Mr. William Chow, Fax: 273-6662


                                       2.

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                                      170


Accepted and agreed on October 22, 1999.

Vibro-Tech Industries, Inc.


By: /s/ Jock Chong
         Jock Chong, CEO

30070701/3-4