EXHIBIT 10(n)

May 16, 2001

VIA FAX ONLY TO: (702) 368-4573

Daniel Edwards, CPA
American I R Technologies, Inc.
3080 West Post Road
Las Vegas, NV 89118

          Re.: Consulting and advisory services

Dear Dan,

This  letter supercedes the engagement letter that I sent you  on
May 15, 2001.

We  here  at  Citadel Consulting, LLC ("CC" or "we" or  "our"  or
"us")  sincerely appreciate the opportunity to serve American  IR
Technologies,  Inc.  ("Client" or "you" or "your")  with  various
matters  more specifically described below.  Therefore, we  would
like to confirm the basis on which we are to be engaged.

ENGAGEMENT LETTER

We  are pleased to provide those consulting and advisory services
reasonably required to represent Client's interest with regard to
i)  raising capital to finance the purchase of your inventory and
working  capital; and, ii) recommendations with respect  to  your
equity and debit structure (collectively "Services").

Our  Services  may, subject to your approval and  our  review  of
documents  and other factors, include; the review and negotiation
of  various  present and future business transactions, agreements
and contracts; the discussion, review, structure, organization of
various  business entities; and the oversight of various on-going
legal, accounting and operational needs and requirements.

In  determining  fees, we often take into account  considerations
other than time, such as our requirements to forego other work in
order  to  direct adequate attention to the needs of the  client,
the difficulty or novelty of the matter, the time limitations and
other  pressures  involved in performing  our  Services,  special
expertise required and the results accomplished.

For  example,  if we play a material role in obtaining  a  result
with benefits to a client, which are disproportionate to the time
expended  by us, we customarily request a fee, which more  fairly
reflects the value of our services to the client.

You  have  advised us that you are seeking a bridge loan  in  the
amount  of $250,000.  We will use our best efforts to attempt  to
obtain  such  loan  for you.  In order to do this,  we  need  the
financial  information that we discussed  with  you  as  soon  as
possible.  Further, you hereby authorize CC to act in an  agent's
capacity  on  your behalf with respect to our attempt  to  obtain
these  loan proceeds for you.  Nothing contained herein  will  be
construed  as the granting of authority to CC to bind the  Client
in any form or manner whatsoever.

Our  fee  in this matter will be $100,000 ("Initial Fee"),  which
will  be paid at closing from the proceeds of any bridge loan  we
raise  for  you,  over  and  above the requested  $250,000.   The
Initial Fee will be applied as follows:

 First, to a $50,000 inducement fee for CC to enter
 into this Engagement Letter and for Special Services
 already rendered and for future Services, which will
 be negotiated in the event of a bridge loan funding;
 and

          Second, to a $50,000 retainer to be deposited
          with   CC  against  the  Services  referenced
          herein  above, which shall be billed  against
          at  our  then current hourly rate,  which  is
          presently  $450.00  per  hour,  plus  out  of
          pocket expenses and disbursements.

If  we are not successful in raising $350,000 for you (i.e.: your
capital requirements plus our initial fee), you agree to pay us a
fee  of  $25,000, provided however that we at last raise $200,000
for you.

We  have  advised  you  that  we are not  licensed  or  otherwise
qualified  or authorized to act in the capacity of an  accounting
firm,  certified  public accountants, tax  attorneys,  investment
advisors,  security attorneys or advisors, or financial advisors.
You  are  retaining  us  to provide the specific  consulting  and
advisory Services specified herein above and CC, in the course of
rendering  such  Services does not offer any  advice  as  to  the
wisdom  or  appropriateness o any investment, tax  planning,  tax
strategy  or  tax  ramifications, domestic  or  international  in
scope,  which you may have knowingly or unknowingly  engaged  in.
Client  is,  by the terms of this Engagement Letter,  advised  to
seek  independent professional advice from individuals  or  firms
appropriately licensed and experienced in rendering  such  advice
with  regard to the wisdom and viability of Client's investments,
tax strategies and planning.

CC,  in  performing its Services hereunder, may in its  sole  and
absolute  discretion,  engage  the services  of  certain  outside
consultants  or  professionals, including, but  not  limited  to,
attorneys, certified public accountants, financial advisors,  and
specialists (collectively "Professionals") to assist us  in  this
matter.  In the event CC engages such Professionals, the costs of
such Professionals shall be paid by CC as a disbursement from the
$50,000  retainer  referenced herein above,  until  such  $50,000
retainer has been exhausted.

Nothing  in this Agreement and nothing in our statements  to  you
will be construed as a promise or guarantee about the outcome  of
you  matter.   We  can make no such promises or guarantees.   Our
discussions  and  comments about the outcome of your  matter  are
expressions of opinion only.

We  do sincerely appreciate the opportunity to assist you in this
regard.


                    Very truly yours,

                    CITADEL CONSULTING, LLC


                    By: /s/ Paul A. Scribner
                    ------------------------
                    Paul A. Scribner
                    For the Firm

Acknowledged and agreed this 16th day of May, 2001.

AMERICAN I R TECHNOLOGIES INC.



By: /s/ Ronald A. Ryan
       ------------------------
       Ron Ryan, President, and
       duly hereunto authorized and empowered