Filed by Automated Filing Services Inc. (604) 609-0244 - Pro-Tech Holdings Ltd. - Exhibit 10.3





 General Engineering and Management Consulting Services
  Agreement 

 This letter of agreement is between Power Grow System Ltd.
  (the “Company”), doing business at 108 1533 Broadway St. Coquitlam,
  B.C and N.B. Machine Ltd., (the “Contractor”) doing business
  at 27 – 2351 Parkway Blvd. Coquitlam, BC. 

 The Company and the Contractor wish to enter into this Design,
  Mechanical Engineering and General Management contract for the operation of
  the Company’s Coquitlam manufacturing plant and place of business. 

 It is understood, agreed and relied upon that the contractor,
  in the performance of its duties and responsibilities described herein, will
  engage the services of Mr. Nick Brusatore (the “consultant”),
  and others when necessary to act as a design, production and quality control
  consultant relating to the designing, manufacturing, engineering and general
  management and administrative activities carried out in the Company’s manufacturing
  plant and place of Business. 

 Duties and Responsibilities of the Contractor and the Consultant:
   

	 	1.
   	Design and engineer, as necessary, and
        oversee the development of new hydroponics plant growing equipment required
        for future development and growth of the Company.

         

	 	2.
   	Research, select and test for functionality
        all mechanical, electrical and hydroponics parts and accessories to be
        utilized in the manufacturing of existing company’s hydroponics models
        and new models to be developed and manufactured by the Company in the
        future.

         

	 	3.
   	Supervise and overview the manufacturing,
        packaging and shipping of the company’s hydroponics equipment and
        insure the application of quality standards in these operational processes.

         

	 	4.
   	Act as the General Manager in charge
        of all corporate, accounting and office operation activities and provide
        reports to the company and its Board on a regular basis regarding progress
        as well as consult with company’s officials on general administrative,
        research and development and manufacturing operation matters.

         

	 	5.
   	Maintain accurate data of all corporate,
        manufacturing, shipping and accounting activities.

         

	 	6.
   	Maintain communication with Company’s
        Board of Directors and Company’s contracted and independent professional
        consultants to ensure an efficient Business operation and smooth flow
        and exchange of information.

         

	 	7.
   	Devote sufficient time to the Business
        of the company and, when necessary, work additional hours for the performance
        of the services described herein. The contractor and the consultant as
        a representative for the company, shall provide the services in a proper,
        loyal, diligent, efficient, professional manner and, at all times, shall
        use his best efforts to maintain and promote the best interest of the
        company.

         

	 	8.
   	During the Term of the Agreement the
        Contractor will act as Secretary and Treasurer of the Company.

         











(2)



Terms of the Agreement: 


	 	1.
   	Duration of this agreement shall be
        for a period of three years commencing on the 1st day of January
        2003 and terminating on the 30tht day of Jan 2006. On the date
        of termination, the parties to this agreement will have the option to
        renew this agreement, for an unspecified additional term, according to
        the same terms and conditions described herein, or as they may be renegotiated
        by both parties to the agreement.

         

	 	2.	The agreement may be terminated by either
        party, with cause, at any time or in the event the Contractor breach the
        terms and conditions described herein during the entire duration of the
        agreement by giving 30 days written notice.




Compensation: 


	 	1.
   	Compensation for the contractor services
        shall be CDN $4,500 a month, commencing on the effective date of this
        agreement and paid at the end of each month for the duration of the agreement.

         

	 	2.	Additionally, The Company will provide
        the contractor with a Company’s leased vehicle and will reimburse
        the contractor for any reasonable expenses, relating to telephone, travel,
        courier incurred by him during the performance of his duties. Invoices
        for these expenses shall be submitted to the company on a monthly basis.




General conditions: 


	 	1.
   	This agreement evidences the entire
        agreement between the parties and cannot be changed, modified or altered
        without the written consent by both parties.

         

	 	2.	This agreement shall inure for the benefit
        of both the undersigned parties and shall be governed and construed in
        accordance with the laws of the province of British Columbia




Signed, sealed and delivered on the 1st day of January 2003.



By:


	Per: 	”Jason Bleuler”	“Nick Brusatore”	“Nick Brusatore”
	 	 	 	 
	 	Power Grow System Ltd.	N. B. Machine Ltd.	Nick Brusatore