AZZ INC
ENGAGEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>14
<FILENAME>dex1022.txt
<DESCRIPTION>ENGAGEMENT AGREEMENT
<TEXT>
<PAGE>

                                 EXHIBIT 10(22)

                              ENGAGEMENT AGREEMENT

February 7, 2000

Mr. David H. Dingus
President & COO
Aztec Manufacturing Co.
P.O. Box 688
400 North Tarrant
Crowley, TX  76036

1.  This letter agreement will confirm the understanding between Aztec
    Manufacturing Co. and/or its affiliates and successors (the "Company" or
    "AZZ") and RCG Capital Markets Group, Inc. and/or its affiliates and
    successors ("RCG") with respect to the matters set forth herein. RCG will
    provide consulting and other services, as more particularly described herein
    and in the attachment hereto entitled Financial Relations Services
    Attachment (the "Financial Relations Services"), to the Company and will
    represent the Company during the engagement as exclusive Financial Relations
    Consultants with respect to the Financial Relations Services, on the terms
    and conditions set forth herein and in the attachments hereto, all of which
    are incorporated herein by reference and form a part hereof. The period
    during which RCG will perform the Financial Relations Services for the
    Company will commence on February 7, 2000 (the "Commencement Date") and,
    unless otherwise terminated as provided in this paragraph or in paragraph
    nine of this letter agreement, will terminate on the date which is Eighteen
    (18) months following the commencement date (the "Termination Date"). The
    period beginning on the Commencement Date and ending on the Termination Date
    is hereafter referred to as the "Engagement Term". As more particularly
    described in paragraph 9 below, either party may terminate this agreement at
    any time after the initial Six (6) month anniversary of the Commencement
    Date upon thirty (30) days prior written notice to the other party. (the
    "Early Termination Date")

2.  During the Engagement Term, the Company agrees to furnish or cause to be
    furnished to RCG all information concerning the Company as RCG reasonably
    requests and deems appropriate for purposes of providing the Financial
    Relations Services. The Company represents that all information, with
    respect to the Company, provided to RCG will be complete and correct in all
    material respects and will not contain any untrue statement of a material
    fact or omit to state a material fact necessary in order to make the
    statements therein not misleading in light of the circumstances under which
    such statements are made. Aztec understands that in rendering the Financial
    Relations Services required hereunder, RCG will be using and relying on
    publicly available information and the information furnished to RCG by Aztec
    without independent verification thereof. RCG will treat as confidential any
    non-public information provided to it hereunder and will not disclose the
    same to third parties at any time unless required by applicable law. In the
    event disclosure has been or will be made by RCG, RCG will use its
    reasonable best efforts to cooperate as requested by the Company in
    minimizing any potential loss or injury to the Company as a consequence of
    any such necessary disclosure. In addition, RCG will use its reasonable best
    efforts to comply with all applicable state and Federal securities laws in
    the performance of this agreement.

3.  During the Engagement Term, RCG and its employees, consultants and
    contractors will be generally available to Aztec Manufacturing Co., in
    connection with its rendering of the Financial Relations Services.
    Specifically, RCG (a) will outline, develop and implement a financial
    relations program to assist the Company in creating and/or enhancing a
    positive and more visible public image, (b) may contact existing and future
    shareholders, broker/dealers, potential investors, registered
    representatives, institutions, mutual fund managers, investment banking
    sources, securities analysts, independent portfolio managers, and other
    professional investment community

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February 7, 2000
Page 2

    contacts including certain financial media sources for the purpose of
    enhancing the Company's public image and perceived value, (c) will assist
    the Company in the creation, production and distribution of certain
    financial markets and investor/shareholder corporate image materials,
    including corporate profiles, due diligence materials and investor packages,
    as well as all financial press releases; (d) assist the Company in its
    endeavor to secure research analyst coverage through a targeted securities
    professionals campaign and (e) otherwise perform the services described in
    the Financial Relations Services Attachment.

4.  During the Engagement Term, the Company will afford RCG the opportunity and
    reasonable time period to review and/or comment on any disclosure, prior to
    its release, which the Company plans to make to any of the sources described
    in paragraph (3) and which relates to the Financial Relations Services to be
    provided hereunder. In addition, RCG will be responsible for assisting the
    Company in writing and/or editing, producing, coordinating and disseminating
    all financial industry press releases. RCG agrees that it will not release
    or distribute any press release without the Company's prior consent.

5.  In consideration of RCG's services hereunder, the Company agrees to pay RCG,
    promptly when due, the Compensation as described by and in strict accordance
    with the attachment hereto entitled Financial Relations Compensation
    Attachment. Should RCG and the Company determine to extend the Engagement
    Term or change the scope of the engagement, then a mutually acceptable
    amendment or supplement to that attachment shall be promptly executed by RCG
    and Company. Absent any such amendment, all terms and conditions of this
    letter agreement shall be binding to the parties.

6.  RCG shall be entitled to such additional fees as may be mutually agreed upon
    by separate agreement between the parties hereto, for additional consulting
    services not anticipated in this agreement rendered during the engagement
    term.

7.  As more particularly set forth in the Financial Relations Compensation
    Attachment, the Company agrees to pay all of RCG's direct and certain
    indirect out-of-pocket expenses reasonably incurred, in connection with this
    engagement. As set forth in the Financial Relations Compensation Attachment,
    an expense retainer shall be utilized for this purpose.

8.  The Company and RCG agree to indemnify each other (the indemnifying party
    hereafter being referred to as the "Indemnitor", and the party entitled to
    indemnification hereafter being referred to as the "Indemnitee") as follows:
    Indemnitor agrees to defend, indemnify and hold harmless Indemnitee, and its
    officers, directors, and employees against any and all losses, claims,
    demands, suits, actions, judgments, awards, damages, liabilities, costs,
    reasonable attorneys' fees, and expenses incurred in investigating,
    preparing or defending any such action or claim, directly or indirectly
    caused by, related to, or asserted by a third party, based upon or arising
    out of (a) the Indemnitor's breach of or the incorrectness of any of its
    representations, warranties, or covenants contained in this agreement;
    and/or (b) any Services rendered by RCG as defined in or contemplated by
    this agreement, as it may be amended from time to time (the "Agreement").
    Notwithstanding the foregoing, the Indemnitor shall have no obligation to
    indemnify or hold the Indemnitee harmless with regard to Indemnitee's gross
    negligence, willful misconduct, or the material breach of or the
    incorrectness of any representation, warranty or covenant of Indemnitee
    contained in this Agreement.

9.  Either party hereto may terminate this engagement as follows:

    (a)Either party hereto may terminate this agreement at the conclusion of
       Initial Six (6) months from the execution date of the agreement by
       providing the other party a 30-day advance written notification of
       "Intent to Terminate Agreement". Not withstanding the above, the

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Febrary 7, 2000
Page 3

          Company may also terminate this Agreement after the Initial Six (6)
          months at any time "without cause", upon providing RCG Thirty (30)
          days advance written notice. In the event of a termination by the
          Company, "without cause" after the initial Six (6) months, RCG shall
          be entitled to receive Fifty (50%) percent of the remaining engagement
          term period cash compensation to the extent it is unpaid, pro-rated
          from the notice date of termination, along with reimbursement of any
          non paid, out-of-pocket expenses up to the effective date of
          termination. Additionally, RCG will be entitled to receive all
          unexercised vested, and 1/12 of the remaining non-vested warrants or
          stock options granted hereunder for each month past the initial Six
          (6) month period, up to and including the date of termination. Such
          payment is due and payable on the effective date of termination.

    (b)   WITH CAUSE: In addition, the Company may terminate this Agreement at
       any time upon written notice to RCG:

       (i) If RCG fails to cure any material breach of any provision of this
           Agreement within Sixty (60) days from written notice from the Company
           (unless such breach cannot be reasonably cured within the Sixty (60)
           days and RCG is actively pursuing to cure said breach).

       (ii)  For RCG's substantial negligence, willful misconduct, fraud,
             misappropriation, embezzlement, or other dishonesty;

       (iii) Upon a final and conclusive judicial ruling of RCG's failure to
             have materially complied with applicable law or regulation relating
             to the Services it will perform;

       (iv)  Upon the filing by or against RCG of a petition to have RCG
             adjudged as bankrupt or a petition for reorganization or
             arrangement under any law relating to bankruptcy, and where any
             such involuntary petition is not dismissed within 90 days.

       Upon termination under subparagraph (b) of this paragraph 9, the Company
       shall have no liability to RCG for Compensation accruing after such
       termination, and RCG shall have no further entitlement thereto. Upon
       such termination, RCG shall be entitled to receive and retain only
       accrued Compensation and vested Options to the date of such termination,
       to the extent it is unpaid, together with expenses not yet reimbursed.

    (c)   RCG may terminate this agreement at any time upon written notice to
       the Company.

       (i) If the Company fails to cure any material breach of any provision of
           this Agreement with Sixty (60) days from written notice from the
           Company (unless such breach cannot be reasonably cured within the
           Sixty (60) days and the Company is actively pursuing to cure said
           breach);

       (ii)For the Company's substantial negligence, willful misconduct, fraud
           or misrepresentation;

       Such termination under 9(c)(i or ii) shall be deemed to be a termination
       by the Company "without cause" as provided in paragraph 9 (a) above.

       (iii) Upon a final and conclusive judicial ruling of Company's failure
             to have materially complied with any applicable law or regulation
             relating to the Services being provided;

       (iv)  Upon the filing by or against the Company of a petition to have the
             Company adjudged as bankrupt or a petition for reorganization or
             arrangement under any law relating to bankruptcy, and where any
             such involuntary petition is not dismissed within 90 days.

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February 7, 2000
Page 4

    (d) RENEWAL. The Company agrees to notify RCG in writing Thirty (30) days
       prior to the end of the Eighteen (18) month period of its intent to not
       renew. Should the Company fail to notify RCG, the contract will revert
       to a month-to-month agreement until specifically renewed in writing or
       terminated with the advance Thirty (30) day notice. Such renewal or
       month-to-month engagement shall be on the same terms and conditions
       contained herein, unless modified and agreed in writing by both parties.

10. RCG hereby fully discloses that certain associates, affiliates, officers and
   employees of RCG are:

   (a) Licensed as Registered Securities Principals issued by the National
      Association of Securities Dealers ("NASD"); and/or

   (b) Licensed as Registered Representatives issued by the NASD.

   All NASD registrations are carried by SWS Financial Services, Inc., which is
   a non-RCG affiliated NASD-registered broker/dealer.

   RCG further discloses and the Company specifically acknowledges that RCG is
   NOT a broker/dealer registered with the NASD or any other regulatory agency.
   Furthermore, in the performance of Services under the terms and conditions
   of this agreement, such services shall not be considered to be acting in any
   broker/dealer or underwriting capacity and therefore RCG is not receiving
   any compensation from the Company as such.

11. The Company understands and acknowledges that RCG provides other and similar
   consulting services to companies, which may or may not conduct business and
   activities similar to those of the Company. RCG is not required to devote
   its full time and attention to the performance of its duties detailed in
   this agreement, and may devote only so much of its time and attention as it
   deems reasonable or necessary.

12. As the services are being provided by an Arizona domiciled corporation, the
   validity and interpretation of this letter agreement shall be governed by
   the laws of the State of Arizona applicable to agreements made and to be
   fully performed therein.

13. In the event of any controversy or dispute arising out of, or relating to
   this Agreement or breach thereof, RCG and AZZ agree to settle such
   controversy by arbitration pursuant to Arizona Revised Statutes, 12-1501 et
                                                                            --
   seq. and in accordance with the rules, of the American Arbitration
   ---
   Association governing commercial transactions then existing, to the extent
   that such Rules are not inconsistent with said Statutes and this Agreement.
   Judgment upon the award rendered under arbitration may be entered in any
   court having jurisdiction. The cost of the arbitration procedure shall be
   borne by the losing party, or, if the decision is not clearly in favor of
   one party or the other, the costs shall be borne as determined by the
   arbitrator. The parties agree that the arbitration procedure provided herein
   shall be the sole and exclusive remedy to resolve any controversy or dispute
   arising hereunder, and that the proper venue for such arbitration proceeding
   shall be Maricopa County, Arizona.

14. For the convenience of the parties, any number of counterparts of this
   letter agreement may be executed by the parties hereto. Each such
   counterpart shall be deemed to be an original instrument, but all such
   counterparts taken together shall constitute one and the same letter
   agreement.

15. Miscellaneous:

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February 7, 2000
Page 5

(a)      Modification: This Agreement sets forth the entire understanding of the
         ------------
         parties with respect to the subject matter hereof. This Agreement may
         be amended only in writing signed by both parties.

(b)      Notices: Any notices hereunder shall be sent to the Company and RCG at
         -------
         their respective addresses set forth. Any notice shall be given by
         registered or certified mail, postage prepaid, and shall be deemed to
         have been given when received by the non-sending party. Either party
         may designate any other address to which notice shall be given, by
         giving written notice to the other of such change in address in the
         manner herein provided.

(c)      Waiver: Any waiver by either party of a breach of any provision of this
         ------
         Agreement shall not operate as or be construed to be a waiver of any
         other breach of that provision or of any breach of any other provision
         of this Agreement. The failure of a party to insist upon strict
         adherence to any term of this Agreement on one or more occasions will
         not be considered a waiver or deprive that party of the right
         thereafter to insist upon adherence to that term of any other term of
         this Agreement.

(d)      Relationship of the Parties: Nothing in this Agreement shall create any
         ---------------------------
         partnership or joint venture between the parties hereto, it being
         understood and agreed that the parties are independent contractors and
         neither has the authority to bind the other in any way.

(e)      Entire agreement: This Agreement contains the entire agreement between
         ----------------
         the parties and may not be altered or modified, except in writing and
         signed by the party to be charged thereby, and supersedes any and all
         previous agreements between the parties.

If the foregoing correctly sets forth our agreement, please sign the enclosed
copy of the letter in the space provided and return it to us, whereupon all
parties will be bound to the terms of this engagement.

Confirmed and agreed to February 7, 2000


RCG Capital Markets Group, Inc.            Aztec Manufacturing Co.

        /s/ A. MAX RAMRAS                          /s/ DAVID H. DINGUS
By: _________________________________      By: _________________________________
        President                                  President
Title: ______________________________      Title: ______________________________

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February 7, 2000
Page 6

                               FINANCIAL RELATIONS
                               SERVICES ATTACHMENT

          As of February 7, 2000 and by the of execution of this agreement, RCG
Capital Markets Group, Inc. and/or affiliates, (collectively "RCG") will serve
as the exclusive Financial Relations Counsel for Aztec Manufacturing Co. ("AZZ"
or "Company"). RCG anticipates the following services will be attempted and/or
implemented within the scope of this engagement:

     .    Outline, define, establish and implement a well-coordinated "Financial
          Relations" campaign.

     .    Create, produce, enhance existing and distribute high-quality, due
          diligence and marketing materials, which specifically include, but are
          not limited to a "Corporate Profile" document and the Company's
          "Investor Package".

     .    Specifically develop, proactively execute and maintain a targeted
          securities professionals telecommunications and information campaign
          specifically directed toward retail brokers, institutional investors,
          third-party portfolio managers and small/mid-cap mutual funds, buy and
          sell side analysts and the financial media as circumstances dictate,
          including, but not limited to, preparation, clearing with the Company
          and dissemination of quarterly press releases and other news releases
          deemed appropriate by the Company. RCG will allocate and utilize its
          proprietary securities industry, small/mid cap company oriented,
          databases and fax-line communications programs. (This will include
          responding to all incoming investment community inquiries and
          fulfillment of information and data requests.)

     .    RCG will attempt to secure investment recommendations and on-going
          corporate research coverage from national or regional investment
          banking or research firms and/or an endorsement by an investment
          newsletter publication.

     .    When appropriate, plan, arrange and coordinate specific follow-on
          road-show presentations to strategically targeted primary metropolitan
          financial markets.

     .    RCG will be responsible for the origination and release of financial
          industry data and financial media information on behalf of Aztec
          Manufacturing Co. RCG will also be responsible for editing (or
          writing) all press releases and coordinating information disseminated
          to all media sources relating to the securities industry and capital
          markets.

     .    RCG will organize, monitor and follow-up all conference calls between
          the Company and RCG's targeted segment of the investment community, in
          conjunction with material press releases, through a teleconferencing
          service. (RCG will be responsible for faxing and/or emailing the
          invitations and will follow up with calls to the recipients in an
          effort to expand the conference call participation.)

     .    Plan, arrange and coordinate periodic registered representative,
          institutional and/or other securities professionals meetings,
          luncheons, dinners or special gatherings.

     .    Implement periodic direct mailings which may include the most recent
          statistical information reports, and any appropriate articles or press
          releases that have been released during the last reported quarter.

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February 7, 2000
Page 7

     .    Update all due diligence and marketing materials. RCG anticipates
          updating Company information on a regular basis as required when there
          are material changes or events that should be disseminated to the
          investment community.

     .    Implement an AZZ Internet Site on RCG's Internet Home Page, RCG
          Online. RCG Online will also create an Internet link to the Company's
          home page. The purpose of these inclusions will be to provide the
          investment community 24-hour access site to obtain up-to-date
          information about the Company. There will be an additional cost of
          $350 per month for this service

RCG intends to perform the services and accomplish the specified goals within
the scope of this engagement. However, due to the nature and type of services
being performed, RCG cannot guarantee, nor can it be assumed that certain
specific results will be realized with reference to increased market valuation
of AZZ securities.

<PAGE>

                               FINANCIAL RELATIONS
                             COMPENSATION ATTACHMENT

In consideration of the Financial Relations Services to be rendered pursuant
hereto Aztec Manufacturing Co. agrees to promptly pay RCG the following
compensation (the "Compensation"):

(a)  Cash Compensation. During the term of this Agreement, the Company shall pay
     -----------------
     RCG a monthly fee of $6,500 payable monthly in advance of services rendered
     and beginning upon the commencement date of this Agreement (the "Retainer
     Fees").

(b)  Expense reimbursement. In addition, RCG shall be reimbursed for all direct
     ---------------------
     and certain indirect prorated out-of-pocket incurred in connection with the
     performance of the Financial Relations Services pursuant hereto. Aztec
     Manufacturing Co., will remit $5,000 to RCG, which RCG will utilize as an
     escrow deposit for the express purpose of indemnifying RCG in the event of
     late payment of monthly expenses by the Company. RCG will provide the
     Company with a detailed breakdown of all reimbursable expenses incurred in
     the previous month by approximately the Twentieth (20/th/) day of the
     following month of service. Aztec Manufacturing Co. agrees to reimburse RCG
     within 15 days of receipt of detailed invoice each month. If Aztec is
     delinquent in timely reimbursement of expenses as defined above, RCG will
     have the right to withdraw from the escrow account the applicable dollar
     amount to fully reimburse RCG. If reimbursement is not received by RCG by
     the 25/th/ day after the date of the invoice, Aztec will then be
     immediately required to remit to RCG an amount equal to the expenses in
     question. RCG will then replenish the escrow account for the amount
     withdrawn to cover the delinquency. RCG can at its discretion discontinue
     all representation activities on behalf Aztec Manufacturing Co. if RCG
     deems Aztec to be routinely delinquent in the timely payment of expenses
     and/or the monthly fees as stated above. Such discontinuance does not
     extinguish the Company's obligation for reimbursement and payment of
     retainer fees.

     RCG will obtain prior approval from the Company for all specific expense
     items and any single miscellaneous expense item in excess of $750. RCG
     acknowledges and understands that the Company will have specific amounts
     budgeted for these expenditures and will use it's best efforts to ensure
     those budget amounts are not exceeded.

(c)  Stock Warrants/Options. Upon execution of this and subject to Board of
     ----------------------
     Directors approval, the Company will grant RCG a non-forfeitable,
     non-cancelable warrant/option (the "Warrants/Options") to acquire 70,000
     shares of Aztec common stock of which 30% shall vest immediately and the
     balance will be subject to the performance based vesting provisions
     outlined below. The Options issued will possess a Five year expiration term
     and will provide RCG the right, until February 7, 2005, to purchase common
     shares of the Company at a price equal to the $10.13 per share of AZZ
     common stock. The Company agrees to issue an options/warrants document
     which conforms to and delineates the terms and conditions contained herein,
     within sixty (60) days of this Agreement's execution date. The
     Warrants/options will have the following vesting provisions:

          25% - Upon confirmation of a 30% increase (10,400 shares) in the
                 average daily trading volume of the Company's stock over any 10
                 consecutive trading day period. (Baseline will be 8,000
                 shares.)

          15% - Upon confirmation of corporate research coverage from Two (2)
                 buy- or sell-side analysts or an endorsement by an appropriate
                 investment newsletter publication with a subscriber base in
                 excess of 3,000. Such coverage shall be of the type and kind
                 which is considered and anticipated to be on-going and
                 continual by the

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February 7, 2000
Page 9

                analyst initiating the recommendation. (Vesting to be prorated
                at 7.5% for each research or recommendation event).

          20% - Upon confirmation of securing at least a 12.5 P/E ratio for a
                 period of at least 45 consecutive calendar days.

          10% - Upon confirmation of two (2) positive financial (non-trade
                 oriented) media events, such as articles in newspapers or
                 financial magazines of recognized standing such as the Barrons,
                 Wall Street Journal, Fortune, Forbes, Business Week Magazine,
                 Individual Investor magazine, Investors Business Daily or such
                 as source as may be mutually agreed upon in the financial and
                 investment community or television or radio media coverage on
                 well recognized financial, investment or business programs.
                 Such events shall be of the type and kind whereby the Company
                 is the predominant focus of the media coverage. (Vesting to be
                 prorated at 5% for each media event).

The shares underlying the non-forfeitable, non-cancelable warrant/option issued
will be eligible for registration by demand registration rights via a form S-3
registration statement or by non-proratable piggy-back registration rights
should the Company file an applicable registration. RCG agrees to pay 50% up to
$5,000 in costs associated with such registration. Such payment by RCG is due
upon the effective date of the registration statement. In the event that RCG
provides a written request to exercise any portion or all of its option position
the Company hereby agrees to immediately effectuate such exercise and to file
such registration statement within 15 days of the request.

Furthermore, RCG agrees that during the initial Eighteen month contract period,
it will not sell more than 33.33% of it's vested stock position during each six
month period cumulative over the initial eighteen month engagement term. In the
event the Company exercises it right to early termination as provided for in
this agreement, this provision shall no longer be applicable. Additionally, RCG
shall only be required one time, to pay 50% up to $5,000 in costs associated
with demand registration rights described above, in order to comply with this
provision. Any future costs associated with additional demand registration
rights as provided for above, shall be borne by the Company.

In the event that AZZ is merged into or a controlling interest is acquired by
any entity, which results in a material change in AZZ management, RCG will be
immediately vested in all remaining options, including those, which to that
point have not yet been vested.

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