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                                                                   Exhibit 10.22

                [LETTERHEAD OF ROYCE INSTRUMENT CORPORATION, USA]


                                DEALER AGREEMENT

THIS AGREEMENT, made as of the commencement date in clause 1 below, is between
Royce Instrument Corporation, whose business address is 13555 Gentilly Road, New
Orleans, Louisiana 70129, U.S.A. ("Royce") and EURO TECH (FAR EAST) LTD. herein
referred to as ("Dealer") .

1.       Royce appoints Dealer as its authorized Dealer for the sale, leasing,
         rental and servicing of the Royce Instruments under the Royce
         Instrument Corporation label ("Instruments") and accessories in the
         following area (the "Territory"):

                          HONG KONG AND MAINLAND CHINA

         for the term of 1 YEAR commencing OCTOBER 28, 1998. Said term shall
         automatically continue thereafter until either party hereto shall
         notify the other in writing to the contrary at least sixty (60) days
         before an expiration date stated in such notice. During the term of
         this Agreement (including any automatic continuation) Royce shall not
         appoint any other Dealer in the Territory for the Instruments under the
         Royce Instrument Corporation label.

2.       The products manufactured by Royce Instrument Corporation may be
         offered for sale from time to time under the trade name or trademarks
         of other companies, i.e. private label. Representative shall have no
         responsibilities or rights (including commissions) in connection with
         the sale of such products carrying name plates other than Royce
         Instrument Corporation. It is understood that Dealer shall not receive
         commissions on any intercompany orders.

3.       Dealer shall do everything reasonably possible actively and continually
         to promote and encourage the sale, leasing, rental and servicing of the
         Instruments in the Territory. In particular, Dealer shall establish and
         maintain an adequate number of competent, trained personnel and
         maintain an adequate inventory of spare parts to assure prompt service
         of the Instruments.

4.       Dealer shall undertake to translate and print necessary data sheets and
         operating manuals as required for effective promotion of the product
         line.


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5.       This agreement does not constitute Dealer as the legal agent of Royce;
         it does not authorize Dealer to transact business in the name of, for,
         or on account of Royce nor to assume or create any obligations or
         responsibility binding upon Royce in any way. The rights and privileges
         of the Dealer under this Agreement may not be assigned, and will not
         inure to the benefit of any receiver, trustee in bankruptcy, or other
         legal representative unless consented to in writing by Royce. If Dealer
         is a firm rather than a natural person, sale of a controlling interest
         in Dealer or change in the managing personnel of Dealer shall be
         treated as assignment from Dealer to a third party.

6.       Royce will sell, and Dealer will purchase, the Instruments and the
         accessories, supplies and parts therefore at the prices shown on
         Royce's standard price list effective at the time of purchase, less a
         discount of 25%. However, all others are subject to credit and other
         approval; and Royce shall not be bound thereby unless it accepts such
         order in writing. Royce intends to offer to Dealer, as products covered
         by this Agreement, any improvements of existing instruments and any
         extensions of the Royce Instrument line; provided, however, that Royce
         reserves the right not to do so if, due to different target markets,
         different sales method requirements, or other reasonable differences,
         Royce reasonably believes that Dealer is not the appropriate outlet in
         the Territory.

7.       Royce may, from time to time, issue policy manuals, circular letter and
         service manuals and bulletins relating to various matters, including
         but not limited to, new products, national accounts, interterritorial
         transfers, servicing standards, prices, transfer of installation and
         warranty charges, tip payments, use of trademarks, advertising (such as
         Yellow Pages) and the furnishing of general market information to
         Royce. It is understood and agreed that such manuals, letters and
         bulletins shall be part of this Agreement. Royce intends to send notice
         to Dealer of any price increase at least one (1) month prior to the
         effective date thereof. However this cannot be guaranteed. Dealer shall
         not rely on the price information in his possession as being binding
         upon Royce unless such price is guaranteed by Royce in a fixed price
         contract or fixed price quotation applicable to the transaction in
         question.


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8.       When purchasing Instruments, accessories, supplies and parts, Dealer
         agrees to be bound by the normal terms and conditions (including
         revised versions that Royce may adopt from time to time as new
         generally applicable terms and conditions), as published to Dealer or
         as used on Royce's sales forms and invoices.

         All shipments shall be made by Air Parcel Post unless otherwise
         requested by Dealer at time of purchase request. Dealer may direct
         shipment through a United States based shipping agent of Dealer's
         choice. However, this must be specified on the purchase order.

9.       During the term of this Agreement, the Dealer shall not act as agent,
         distributor, representative or manufacturer of, nor will the Dealer
         sell nor offer for sale, any products which are in anyway competitive
         with any of the Royce Instruments, without the prior written consent of
         Royce. Dealer represents that it is not at the time of its signing this
         Agreement, involved in any agency, distributorship, representation,
         manufacturing or selling arrangement which may be reasonably considered
         to infringe the terms of this section and will during the period of
         this Agreement notify Royce in writing in advance of any agency,
         distributorship, representation or manufacturing or selling arrangement
         in which it intends to become engaged which may reasonably be
         considered to infringe the terms of this section.

10.      Royce or Dealer may terminate this Agreement immediately by telegraphic
         or written notice to the other party if he should be declared bankrupt
         or insolvent, or have a receiver appointed over his property, or
         petition for reorganization or other benefits under the applicable
         Insolvency or Bankruptcy Laws as now or hereafter existing, or if he
         should make an assignment for the benefit of creditors, or if, after
         notice and reasonable opportunity to cure, Dealer shall breach any
         provision of this Agreement or fail to pay sums due and owing to
         Royce.

11.      Acceptance of orders by Royce from Dealer after termination of this
         Agreement, shall not constitute a renewal of this Agreement or a waiver
         of Royce's right to treat this Agreement as terminated.

12.     Termination of this Agreement shall not release either party from the
        payment of any sums then owing, or from other unsatisfied obligations.


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13.      In the event of termination of this Agreement, Dealer shall discontinue
         using the "Royce" or any other Royce Instrument Corp. trade name or
         trademark. Dealer shall also remove all signs from his place of
         business, letterheads, calling cards, advertising, telephone listing,
         etc. which might indicate or imply that Dealer is an authorized
         representative of Royce. Dealer shall also return all printed matter,
         engineering data, catalogs, price lists, selling materials, and all
         other supplies furnished Dealer by Royce.

14.      Royce certifies that it has obtained adequate liability insurance for
         the protection of both Royce and Dealer against potential product
         liability claims. Dealer agrees to comply with the following procedures
         regarding product liability occurrences/claims:

         A.       Notify Royce, if there was bodily injury or more than $10,000
                  U. S. dollars property damage, immediately by phone upon
                  learning of a claim or occurrence.

         B.       Preserve all information as to witnesses, the occurrence,
                  claim, the product, etc. and write the facts in a memo to
                  Royce Instrument Corporation. Dealer is to mark the memo
                  "Confidential to Counsel."

         C.       Assist the manufacturer in any further investigation required.

15.      This agreement supersedes all previous agreements between the parties
         regarding the distribution of any products of the Royce Instrument
         Corporation and, this is the complete Agreement. Any waiver of any
         provision of this Agreement by Royce shall not constitute a waiver of
         any other provisions, nor shall it be considered a continuing waiver
         unless otherwise agreed in writing.

16.      Any suit or other legal proceeding against Royce under this Agreement
         shall be brought in a court of competent jurisdiction in the United
         States of America. Any suit or other legal proceeding against Dealer
         shall be brought in a court of competent jurisdiction in the Territory.



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17.      If a court or administrative agency of any government exercising
         jurisdiction over either party shall determine that any provision of
         this Agreement is unlawful or unenforceable, the provisions not
         affected by such determination shall remain in effect; provided
         however, that in such event either party shall have the right to
         terminate this Agreement in its entirety.


ROYCE INSTURMENT CORPORATION    DEALER:
                                        ---------------------------------------
                                               EURO TECH (FAR EAST) LTD.


BY:       ILLEGIBLE                         BY:    ILLEGIBLE
NAME:     JAMES R. DARTEZ                   NAME:  ALEX SHAM
TITLE:    PRESIDENT                         TITLE: DIRECTOR
DATE:     October 28. 1998                  DATE:  Dec. 18, 1998









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                                    EXHIBIT A

I.       INSTRUMENTS

The products to be handled by the Dealer are those Royce standard Instrument
Products defined as follows.:

Dissolved oxygen Analyzers

pH/ORP Analyzers

Suspended Solids Analyzers

Interface Level Analyzers (ILA)


Products not listed above are specifically excluded for sales by Dealer without
prior written approval of Royce.



ROYCE INSTURMENT CORPORATION    DEALER:
                                        ---------------------------------------
                                               EURO TECH (FAR EAST) LTD.


BY:       ILLEGIBLE                         BY:    ILLEGIBLE
NAME:     JAMES R. DARTEZ                   NAME:  ALEX SHAM
TITLE:    PRESIDENT                         TITLE: DIRECTOR
DATE:     October 28. 1998                  DATE:  Dec. 18, 1998




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