RECITALS

Exhibit 2.03

Execution Copy

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this "AGREEMENT") is entered into
as of April 9, 2004 by and between Kinetics Group, Inc., a Delaware corporation
(the "COMPANY"), and Kinetic Systems, Inc., a California corporation ("KSI").
The Company and KSI are sometimes referred to herein individually as a "PARTY"
and collectively as the "PARTIES."

RECITALS

WHEREAS, in accordance with and pursuant to that certain Separation
Agreement (as defined below) the Company intends to effect the separation of the
businesses of the Company and KSI;

WHEREAS, the parties have heretofore shared certain administrative,
financial, management, supply chain and other services;

WHEREAS, on the terms and subject to the conditions set forth herein,
the Company and KSI desire to retain one another as independent contractors to
provide, directly or indirectly, certain of those services after the Closing
Date (as defined below); and

WHEREAS, on the terms and subject to the conditions set forth herein,
the parties, as applicable, desire to provide such services.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

ARTICLE I
DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following
terms will have the following meanings, applicable both to the singular and the
plural forms of the terms described:

"ACTIONS" has the meaning ascribed thereto in Section 4.02.

"ADDITIONAL SERVICES" has the meaning ascribed thereto in Section 2.02.

"AGREEMENT" has the meaning ascribed thereto in the preamble hereto, as
such agreement may be amended and supplemented from time to time in accordance
with its terms, and includes the Services Schedule.

"CLOSING DATE" means the date on which the Distribution shall be
consummated.

"COMPANY" has the meaning ascribed thereto in the preamble hereto.

"COMPANY ENTITIES" mean the Company and its Subsidiaries and "COMPANY
ENTITY" shall mean any of the Company Entities.

"DISTRIBUTION" has the meaning ascribed thereto in the Separation
Agreement.

"EVENT OF FORCE MAJEURE" has the meaning ascribed thereto in Section
2.06.

"EXPIRATION DATE" has the meaning ascribed thereto in Section 5.01.

"IMPRACTICABILITY" has the meaning ascribed thereto in Section 2.06.

"INITIAL TERM" has the meaning ascribed thereto in Section 5.01.

"KSI" has the meaning ascribed thereto in the preamble hereto.

"KSI ENTITIES" means KSI and its Subsidiaries and "KSI ENTITY" shall
mean any of the KSI Entities.

"OUTSOURCED SERVICE" has the meaning ascribed thereto in Section 2.04.

"PERSON" means any individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization, government (and
any department or agency thereof) or other entity.

"PROVIDER INDEMNIFIED PERSON" has the meaning ascribed thereto in
Section 4.01.

"RECIPIENT INDEMNIFIED PERSON" has the meaning ascribed thereto in
Section 4.03.

"SEPARATION AGREEMENT" means the Separation Agreement dated the date
hereof between the parties pursuant to which, among other things, the business
and operations of the parties will be separated.

"SERVICE CHARGES" has the meaning ascribed thereto in Section 3.01(c).

"SERVICE PROVIDER" has the meaning ascribed thereto in Section 2.01.

"SERVICE RECIPIENT" has the meaning ascribed thereto in Section 2.01.

"SERVICES SCHEDULE" has the meaning ascribed thereto in Section 2.01.

"SERVICES" has the meaning ascribed thereto in Section 2.01.

"SUBSIDIARY" means, as to any Person, any corporation, limited
liability company, association, partnership, joint venture or other business
entity of which more than 50% of the voting capital stock or other voting
ownership interests is owned or controlled directly or indirectly by such Person
or by one or more of the Subsidiaries of such Person or by a combination
thereof. The term "Subsidiary" shall, as to the Company, also include Kinetics
Japan K.K.

ARTICLE II
PURCHASE AND SALE OF SERVICES

Section 2.01. Purchase and Sale of Services. On the terms and subject
to the conditions of this Agreement and in consideration of the Service Charges
described in Article III below, the Company and KSI, as applicable, agree to
provide to the other party the services described in the attached Services
Schedule (the "SERVICES SCHEDULE") attached to this Agreement as EXHIBIT A. Each
Service shall be covered by this Agreement upon inclusion in or amendment to the
Services Schedule attached hereto. Collectively, the services described on the
Services Schedule as a whole (including Additional Services) shall be referred
to herein as "SERVICES." The party providing a particular Service shall be
referred to herein as the "SERVICE PROVIDER," and the party receiving a
particular Service shall be referred to herein as the "SERVICE RECIPIENT."

For each Service, the Services Schedule shall set forth, among other
things, the names of the Service Provider and Service Recipient; a description
of the Service to be provided; the time period during which the Service will be
provided if different from the term of this Agreement determined pursuant to
Article 5 hereof; the method for allocating to the Service Recipient costs
associated with the Service, if any; and any other terms applicable thereto.
Obligations regarding the Services Schedule shall be effective upon execution of
this Agreement, or, if the Services Schedule is amended after the execution of
this Agreement, the obligations created by such amendment to the Services
Schedule shall be effective upon execution of such written amendment to the
Services Schedule.

At its option, the Service Provider may cause any Service it is
required to provide hereunder to be provided by any of its Subsidiaries. Unless
otherwise specifically agreed by the Service Provider and the Service Recipient,
the Services to be provided hereunder shall be substantially similar in scope,
quality and nature to those provided by the Company prior to the Closing Date,
shall be performed by the same or similarly qualified personnel, and shall be
provided only at the locations such Services are being provided by the Company
prior to the Closing Date; provided, however, that the selection of personnel to
perform the Services shall be at the sole discretion of the Service Provider;
and provided, further, that, except as expressly provided in this Agreement, the
Service Provider shall not be required to increase the volume, scope or quality
of the Services provided beyond that which has been provided by the Company
prior to the Closing Date. The Service Recipient shall use reasonable efforts,
in connection with receiving Services, to follow the policies, procedures and
practices in effect before the Closing Date including providing information and
documentation sufficient for the Service Provider to perform the Services as
they were performed before the Closing Date and making available, as reasonably
requested by the Service Provider, adequate personnel and timely decisions,
approvals and acceptances in order that the Service Provider may accomplish its
obligations hereunder in a timely manner.

Section 2.02. Additional Services. From time to time after the Closing
Date, the parties may identify Services in addition to those described on the
Services Schedule attached hereto, that a party will provide to another party in
accordance with the terms of this Agreement (the "ADDITIONAL SERVICES").
Accordingly, the parties shall execute a written amendment to the Services
Schedule for such Additional Services pursuant to this Article II. Each
amendment to

the Services Schedule for an Additional Service shall be signed by a duly
authorized representative of the Service Provider and Service Recipient.

Section 2.03. Obligations as to Additional Services. Except as set
forth in the next sentence, a party shall be obligated to perform, at a charge
determined using the principles consistent with those used for determining fees
for other Services, any Additional Service that: (a) was provided by such party
immediately prior to the Closing Date and that another party reasonably believes
was inadvertently or unintentionally omitted from the list of Services described
in the Services Schedule attached hereto, or (b) is in the reasonable opinion of
the parties necessary or desirable to effectuate an orderly transition of the
parties' businesses under the Separation Agreement unless such performance would
significantly disrupt a party's operations or materially increase the scope of
its responsibility under this Agreement. If a party reasonably believes the
performance of an Additional Service required under subparagraphs (a) or (b)
would significantly disrupt its operations or materially increase the scope of
its responsibility under this Agreement, such party shall negotiate in good
faith with the party seeking such Additional Service to establish terms under
which such Additional Service may be provided, but such party shall not be
obligated to provide such Additional Service if, following good faith
negotiation, the affected parties are unable to reach agreement on such terms.

Section 2.04. Services Performed by Third Parties. At its option, the
Service Provider may cause any Service it is required to provide hereunder to be
provided by any third-party that is providing, or may from time to time provide,
the same or similar services for Service Provider (an "OUTSOURCED SERVICE"). The
Service Provider shall remain responsible, in accordance with the terms of this
Agreement, for performance of any Service it causes to be so provided; provided,
however, that Service Providers and Service Recipients may, by mutual agreement,
seek to effectuate the partial assignment to Service Recipients of any
third-party contracts with Service Providers for Outsourced Services; and
provided further, that Service Recipients of Outsourced Services may seek to
enter into new contracts for, or otherwise obtain from alternate sources, the
Outsourced Services.

Section 2.05. Additional Resources. Except as provided in the Services
Schedule for a specific Service, in providing the Services, the Service Provider
shall not be obligated to: (i) hire any additional employees; (ii) maintain the
employment of any specific employee; (iii) purchase, lease or license any
additional equipment or software; or (iv) pay any costs related to the transfer
or conversion of the Service Recipient's data to the Service Recipient or any
alternate supplier of Services. Prior to executing the Services Schedule or any
amendment thereto, the parties shall in good faith attempt to determine whether
any of actions described in immediately preceding clauses (i), (ii), (iii) or
(iv) would be required for the Service Provider to perform the contemplated
Services.

Section 2.06 Impracticability and Force Majeure. A Service Provider
shall not be required to provide any Service to the extent the performance of
such Services becomes impracticable as a result of a cause or causes outside the
reasonable control of the Service Provider or to the extent the provision of
such Service would require the Service Provider to violate any applicable laws,
rules or regulations or would result in the breach of any applicable contract or
contracts (collectively, "IMPRACTICABILITY"), subject to Section 2.09 below. A
Service Provider shall have no obligation to perform or cause a Service to be
performed if its failure to

do so is caused by or results from any act of God, governmental action, natural
disaster, strike, failure of essential equipment or any other cause or
circumstance beyond the control of the Service Provider or, if applicable, any
third-party provider of services to the Service Provider (an "EVENT OF FORCE
MAJEURE"). The Service Provider will notify the Service Recipient of any Event
of Force Majeure affecting its Services. The Service Provider agrees that
following any Event of Force Majeure, the Service Recipient shall have no
obligation to pay for the Services affected thereby and the Service Provider
will use its reasonable best efforts to restore such Services.

Section 2.07. Responsibility for Errors; Delays. A Service Provider's
sole responsibility to a Service Recipient:

(a) for errors or omissions in a Service (including an
Outsourced Service), other than errors or omissions attributable to the Service
Provider's willful misconduct, shall be to furnish correct information, payment
and/or adjustment in the Service, at no additional cost or expense to the
Service Recipient; provided, the Service Recipient must promptly advise the
Service Provider of any such error or omission of which it becomes aware.
Without in any way limiting the generality of the preceding sentence, a Service
Provider shall have no liability for the negligence, gross negligence or willful
misconduct of a third-party providing an Outsourced Service except as provided
in the preceding sentence; provided that such Service Provider shall provide
reasonable cooperation to the Service Recipient in the exercise of any remedies
sought by the Service Recipient against such third-party.

(b) for failure to deliver any Service because of
Impracticability, shall be to use reasonable efforts to make any portion of the
Services which are not Impracticable available and/or to resume performing the
Services which are or have become Impracticable as promptly as reasonably
practicable.

Section 2.08. Good Faith Cooperation; Consents. The parties will use
good faith efforts to cooperate with each other in all matters relating to the
provision and receipt of Services. Such cooperation shall include exchanging
information, performing true-ups and adjustments, and obtaining all third-party
consents, licenses, sublicenses or approvals necessary to permit each party to
perform its obligations hereunder and under the Services Schedule (including by
way of example, not by way of limitation, rights to use third party software
needed for the performance of Services). The reasonable and documented costs of
obtaining such third party consents, licenses, sublicenses or approvals shall be
borne by the Service Recipient, as applicable. The parties will maintain in
accordance with their respective standard document retention procedures,
documentation supporting the information relevant to cost calculations contained
in the Services Schedule and cooperate with each other in making such
information available as needed in the event of a tax audit, whether in the
United States or any other country.

Section 2.09. Alternatives. If a Service Provider reasonably believes
it is unable to provide any Service because of a failure to obtain necessary
consents, licenses, sublicenses or approvals pursuant to Section 2.08 or because
of Impracticability, the Service Provider and Service Recipient shall mutually
and reasonably determine the best alternative approach. Until such alternative
approach is found or the problem is otherwise resolved to the satisfaction of
the affected parties, the Service Provider shall use reasonable efforts to
continue providing the

Service. To the extent a mutually agreed upon alternative approach requires
payment above and beyond that which is included in the charge for the Service in
question, the affected parties shall share equally in making any such payment
unless they otherwise agree in writing.

ARTICLE III
SERVICE CHARGES

Section 3.01. Service Charges.

(a) The charge for each Service provided hereunder
directly by a Service Provider or its Subsidiary shall be equal to the amount
indicated, or determined as set forth, in the Services Schedule for such
Service, as adjusted from time to time in accordance with Section 3.01(c).

(b) The charge for each Outsourced Service provided
hereunder shall be equal to the third-party costs and expenses incurred by the
Service Provider or its Subsidiary on behalf of the Service Recipient, plus all
direct costs, if any, incurred by the Service Provider or its Subsidiary in
providing such Outsourced Service. If the Service Provider incurs third-party
costs or expenses on behalf of the Service Recipient as well as any Subsidiary
of such Service Provider, the Service Provider will allocate any such costs or
expenses in good faith between the Service Recipient and the Subsidiaries on
behalf of which such costs or expenses were incurred as the Service Provider
shall determine in the exercise of its reasonable judgment. The Service Provider
shall apply usual and accepted accounting conventions in making such allocations
and the Service Provider or its agents shall keep and maintain such books and
records as may be reasonably necessary to make such allocations. The Service
Provider shall make copies of such books and records available to the Service
Recipient upon request and with reasonable notice.

(c) The parties intend for the Service charges pursuant
to paragraphs (a) and (b) above (collectively, the "SERVICE CHARGES") to allow
the Service Provider and its Subsidiaries to recover the fully allocated direct
costs of providing the Services hereunder plus all out-of-pocket, third-party
costs, charges and expenses, but without any profit to the Service Provider and
its Subsidiaries. The parties also intend for charges to be easy to administer
and justify and, therefore, the parties acknowledge that it may be
counterproductive to try to recover every cost, charge or expense, particularly
those that are insignificant or de minimus. The parties shall use good faith
efforts to discuss any situation in which any charge, or the methodology for
determining any charge, set forth in the Services Schedule is insufficient to
cover or exceeds, or is reasonably expected to be insufficient to cover or
exceed, the actual costs incurred by the Service Provider and its Subsidiaries
in providing any Service hereunder, and on the basis of such discussions the
parties may from time to time, upon mutual agreement, adjust the charges or
methodologies set forth in the Services Schedule as applicable.

Section 3.02. Invoicing and Settlement of Costs.

(a) The Service Provider shall invoice the Service
Recipient for all Service Charges for each calendar month within thirty (30)
days following the end of such month, provided that any failure by the Service
Provider to provide an invoice within such time

period shall not relieve the Service Recipient of its obligation to pay an
invoice received after such date. All invoices shall reflect in reasonable
detail a description of the Service performed.

(b) The Service Recipient shall pay within thirty (30)
days following its receipt of any invoice from the Service Provider pursuant to
paragraph (a), by wire transfer of immediately available funds payable to the
order of the Company and without set off (except as such parties may agree to
set off mutual obligations), all amounts invoiced by the Service Provider during
the preceding calendar month. If the Service Recipient fails to pay any monthly
payment within 30 days following its receipt of any invoice from the Service
Provider pursuant to paragraph (a), the Service Recipient shall pay, in addition
to the amount indicated in such invoice, interest on such amount at the prime
interest rate announced by Bank One Corporation plus 2% per annum compounded
monthly for the period such amount remains unpaid.

(c) In the event of a bona fide dispute as to the
propriety of the amount invoiced, the Service Recipient shall pay all undisputed
amounts, but shall be entitled to withhold payment of any amount in dispute (and
shall not be obligated to pay interest on the amount so withheld) and shall
notify the Service Provider within ten (10) business days from receipt of any
disputed invoice of the disputed amount and the reasons each such charge its
disputed by the Service Recipient. The Service Provider shall provide to the
Service Recipient, or shall cause its Subsidiaries to so provide, records
relating to the disputed amount so as to enable the parties to resolve the
dispute. The parties shall use reasonable efforts to resolve any such dispute
promptly.

(d) Any invoice or payment not disputed in writing by
either party within 90 days of such invoice or payment, as the case may be,
shall be considered final and no longer subject to adjustment.

Section 3.03. Error Corrections; True-Ups; Accounting. The parties
shall reasonably agree in writing on a process and procedure for conducting
internal audits and making adjustments to charges as a result of the movement of
employees and functions between parties, the discovery of errors or omissions in
charges, as well as a true-up of amounts owed. In no event shall such processes
and procedures extend beyond one (1) year after completion of a Service.

Section 3.04. Pricing Adjustments. In the event of a tax audit
adjustment relating to the pricing of any or all Services provided pursuant to
this Agreement in which it is determined by a taxing authority that any of the
charges, individually or in combination, did not result in an arm's-length
payment, as determined under internationally accepted arm's-length standards,
then the parties, including any subcontractor providing Outsourced Services
hereunder, may agree to make corresponding adjustments to the charges in
question for such period to the extent necessary to achieve arm's-length
pricing. Any adjustment made pursuant to this Section 3.04 at any time during
the term of this Agreement or after termination of this Agreement shall be
reflected in the parties' legal books and records, and the resulting
underpayment or overpayment shall create, respectively, an obligation to be paid
in the manner specified in Section 3.02, or shall create a credit against
amounts owed under this Agreement.

ARTICLE IV
LIMITATION OF LIABILITY; INDEMNIFICATION

Section 4.01. Limitation of Liability. Each party (as a Service
Recipient) agrees that the other parties (as Service Providers) and their
respective Subsidiaries and their respective directors, officers, agents, and
employees (each, a "PROVIDER INDEMNIFIED PERSON") shall not have liability,
whether direct or indirect, in contract or tort or otherwise, for or in
connection with the Services rendered or to be rendered by any Provider
Indemnified Person pursuant to this Agreement, the transactions contemplated
hereby or any Provider Indemnified Person's actions or inactions in connection
with any such Services or transactions, except for damages which have resulted
from such Provider Indemnified Person's willful misconduct in connection with
any such Services, actions or inactions.

Section 4.02. Indemnification by Service Recipients. Each party (as a
Service Recipient) agrees to indemnify and hold harmless each other party (as a
Service Provider) from and against any damages, and to reimburse each Provider
Indemnified Person for all reasonable expenses as they are incurred in
investigating, preparing, pursuing, or defending any claim, action, proceeding,
or investigation, whether or not in connection with pending or threatened
litigation and whether or not any Provider Indemnified Person is a party
(collectively, "ACTIONS"), arising out of or in connection with Services
rendered or to be rendered by any Provider Indemnified Person pursuant to this
Agreement, the transactions contemplated hereby or any Provider Indemnified
Person's actions or inactions in connection with any such Services or
transactions; provided that a party will not be responsible for any damages of
any Provider Indemnified Person that have resulted from such Provider
Indemnified Person's willful misconduct in connection with any of the actions,
inactions, or Services referred to above.

Section 4.03. Indemnification by Service Providers. Each party (as a
Service Provider) agrees to indemnify and hold harmless each other party (as a
Service Recipient) and its Subsidiaries and their respective directors,
officers, agents, and employees (each, a "RECIPIENT INDEMNIFIED PERSON") from
and against any damages, and will reimburse each Recipient Indemnified Person
for all reasonable expenses as they are incurred in investigating, preparing, or
defending any Action, arising out of the willful misconduct of any Provider
Indemnified Person in connection with the Services rendered or to be rendered
pursuant to this Agreement.

Section 4.04. Further Indemnification. To the extent that any other
Person has agreed to indemnify any Provider Indemnified Person or to hold a
Provider Indemnified Person harmless and such Person provides service to the
Service Provider or any affiliate of the Service Provider relating directly or
indirectly to any employee plan or benefit arrangement for which Services are
provided under this Agreement, the Service provider will exercise reasonable
efforts (x) to make such agreement applicable to any Recipient Indemnified
Person so that each Recipient Indemnified Person is held harmless or indemnified
to the same extent as any Provider Indemnified Person or (y) otherwise make
available to each Recipient Indemnified Person the benefits of such agreement.

Section 4.05. DISCLAIMER OF WARRANTIES. EACH SERVICE PROVIDER DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. EACH SERVICE
PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY
OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE.

Section 4.06 LIMITATION OF LIABILITY. IN NO EVENT SHALL A PARTY OR ITS
SUBSIDIARIES BE LIABLE TO ANOTHER PARTY OR ITS SUBSIDIARIES FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY
OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

ARTICLE V
TERM AND TERMINATION

Section 5.01. Term. Except as otherwise provided in this Article V or
as otherwise agreed in writing by the parties, this Agreement shall have an
initial term (the "INITIAL TERM") of one year from the Closing Date (the last
day of the Initial Term being the "EXPIRATION DATE"). This Agreement may be
extended beyond the Expiration Date by the parties in writing, either in whole
or with respect to one or more of the Services; provided, however, that such
extension shall only apply to the Services and the parties for which the
Agreement was extended. The parties shall be deemed to have extended this
Agreement with respect to a specific Service if the Services Schedule for such
Service specifies a completion date beyond the Expiration Date. The parties may
agree on an earlier expiration date respecting a specific Service by specifying
such date on the Services Schedule for that Service.

Section 5.02. Termination.

(a) Notwithstanding the Initial Term or any extension of
this Agreement, a Service Recipient may at any time terminate this Agreement
with respect to one or more of the Services, in whole or in part, upon giving at
least 30 days prior written notice to the Service Provider.

(b) After the Initial Term of this Agreement, a Service
Provider may from time to time terminate this Agreement with respect to one or
more of the Services, in whole or in part, upon giving at least 60 days prior
written notice to a Service Recipient.

(c) This Agreement will be subject to early termination
by a Service Provider on 30 days prior written notice to a Service Recipient if
there is a change in the person or persons with power to direct, or to cause the
direction of, management or policies of such Service Recipient, or such Service
Recipient is a party to a merger, consolidation or business combination in which
it is not the surviving entity, or such Service Recipient sells or otherwise
disposes of all or a substantial portion of its assets.

(d) A Service Provider may terminate any affected Service
at any time if (i) a Service Recipient shall have failed to perform any of its
material obligations under this Agreement relating to any such Service, the
Service Provider has notified the Service Recipient

in writing of such failure, and such failure shall have continued for a period
of 30 days after receipt by the Service Recipient of notice of such failure or
(ii) a Service Recipient shall become a debtor in a bankruptcy or insolvency
proceeding, shall make an assignment for the benefit of creditors, shall have a
receiver or trustee appointed with respect to any of its assets, or shall become
the subject of a voluntary or involuntary liquidation or dissolution.

(e) Each party agrees that prior to exercising its rights
under this Section 5.02 it will consult for a reasonable period with the other
affected party or parties in advance of such termination as to its
implementation.

(f) In the event of termination of an Outsourced Service
under subsections (a) or (d) above, the Service Recipient shall reimburse, and
indemnify and hold harmless, the Service Provider for any claims, damages,
losses or other amounts incurred by the Service Provider due to the failure to
meet minimum purchase commitments as a result of the Service Recipient's
termination of the Outsourced Service.

5.03. Effect of Termination.

(a) Other than as required by law, upon termination of
any Service pursuant to Section 5.01 or Section 5.02, and upon termination of
this Agreement in accordance with its terms, a Service Provider will have no
further obligation to provide the terminated Service (or any Service, in the
case of termination of this Agreement) and the Service Recipient will have no
obligation to pay any fees relating to such Service or make any other payments
hereunder; provided that notwithstanding such termination, (i) the Service
Recipient shall remain liable to the Service Provider for fees owed and payable
in respect of Services provided prior to the effective date of the termination;
(ii) the Service Provider shall continue to charge the Service Recipient for
administrative and program costs relating to benefits paid after but incurred
prior to the termination of any Services and other services required to be
provided after the termination of such Services and the Service Recipient shall
be obligated to pay such expenses in accordance with the terms of this
Agreement; and (iii) the provisions of Articles III, IV, V and VI shall survive
any such termination. All program and administrative costs attributable to
associates of a Service Recipient for Service Provider plans that relate to any
period after the effective date of any such termination shall be for the account
of the Service Recipient.

(b) Following termination of this Agreement with respect
to any Service, the affected parties agree to cooperate in providing for an
orderly transition of such Service to the Service Recipient or to a successor
service provider. Without limiting the foregoing, the Service Provider agrees to
(i) provide, within 90 days of the termination, copies in a format designated by
the Service Provider, of all records [relating directly or indirectly to benefit
determinations of Service Recipient associates, including but not limited to
compensation and service records, correspondence, plan interpretive policies,
plan procedures, administration guidelines, minutes, or any data or records
required to be maintained by law], and (ii) work with the Service Recipient in
developing a transition schedule. Each of the parties shall use good faith
efforts at the termination or expiration of this Agreement or any specific
Service hereunder to ensure that all applicable user IDs and passwords issued to
such party by another party are canceled or returned, as applicable.

ARTICLE VI
MISCELLANEOUS

Section 6.01. Performance under Ancillary Agreements. Notwithstanding
anything to the contrary contained herein, a Service Recipient shall not be
charged anything under this Agreement for any Services that are specifically
required to be performed under the Separation Agreement or any other Ancillary
Agreement (as defined in the Separation Agreement) and any such other Services
shall be performed and charged for in accordance with the terms of the
Separation Agreement or such other Ancillary Agreement.

Section 6.02. Relationship Between the Parties. It is expressly
acknowledged that the parties are "independent contractors," and nothing in this
Agreement is intended and nothing shall be construed to allow one party to
exercise control or direction over the manner or method by which the another
party performs the Services that are the subject matter of this Agreement;
provided, that the Services to be provided hereunder shall be furnished in a
manner consistent with the standards governing such Services and the provisions
of this Agreement. Each party understands and agrees that (i) a party will not
withhold on behalf of another party any sums for income tax, unemployment
insurance, social security or any other withholding pursuant to any law or
requirement of any governmental body or make available any of the benefits
afforded to its employees, (ii) all of such payments, withholdings and benefits,
if any, are the sole responsibility of the party incurring the liability, and
(iii) each party will indemnify and hold the other harmless from any and all
loss or liability arising with respect to such payments, withholdings and
benefits, if any. Nothing in this Agreement shall constitute or be deemed to
constitute a partnership or joint venture between the parties hereto or
constitute or be deemed to constitute any party the agent or employee of another
party for any purpose whatsoever and a party shall not have authority or power
to bind another party or to contract in the name of, or create a liability
against, another party in any way or for any purpose.

Section 6.03. Sole Beneficiary. Each party acknowledges that the
Services shall be provided only with respect to its (and its Subsidiaries')
business as currently operated or as mutually agreed by the parties hereto. A
party shall not request performance of any Service for the benefit of any entity
other than itself and its Subsidiaries. Each party represents and agrees that it
will use the Services only in accordance with all applicable federal, state and
local laws and regulations, and in accordance with the reasonable conditions,
rules, regulations and specifications which may be set forth in any manuals,
materials, documents and instructions furnished from time to time by a Service
Provider to a Service Recipient. Each party reserves the right to take all
actions, including termination of any particular Service, that it reasonably
believes to be necessary to assure compliance with applicable laws and
regulations. A Service Provider will notify a Service Recipient of the reasons
for any such termination of Services.

Section 6.04. Entire Agreement. This Agreement (including the Services
Schedule constituting a part of this Agreement) and any other writing signed by
the parties that specifically references this Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings and negotiations, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder.

Section 6.05. Information. Subject to applicable law and privileges,
each party hereto covenants and agrees to provide the other parties with all
information regarding itself and transactions under this Agreement that the
other party reasonably believes are required to comply with all applicable
federal, state, county and local laws, ordinances, regulations and codes,
including, but not limited to, securities laws and regulations.

Section 6.06. Confidential Information. Each party hereby covenants and
agrees to hold in trust and maintain confidential all confidential information
relating to the other parties, including all information disclosed by one party
to the other(s) in connection with this Agreement, in accordance with the
Confidential Disclosure Agreement entered into by the parties of even date
herewith. A Service Provider shall require that any third-party performing an
Outsourced Service agree in writing to be bound by confidentiality obligations
at least as protective as the confidentiality terms applicable to the Service
Provider.

Section 6.07. Mediation. Article VII of the Separation Agreement shall
be applicable with respect to any claims, controversies or disputes arising
under or related to this Agreement; provided, however, that any dispute
regarding the following is not required to be negotiated prior to seeking relief
from a court of competent jurisdiction: breach of any obligation of
confidentiality; infringement, misappropriation, or misuse of any intellectual
property right; or any other claim where interim relief from the court is sought
to prevent serious and irreparable injury to a party.

Section 6.08. Notices. Any notice, demand, offer, request or other
communication required or permitted to be given by a party pursuant to the terms
of this Agreement shall be in writing and shall be deemed effectively given the
earlier of (i) when received, (ii) when delivered personally, (iii) one (1)
Business Day after being delivered by facsimile (with receipt of appropriate
confirmation), (iv) one (1) Business Day after being deposited with a nationally
recognized overnight courier service or (v) four (4) days after being deposited
in the U.S. mail, First Class with postage prepaid, and addressed to the
attention of:

(a) If to the Company, to:

Kinetics Group, Inc.
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: General Counsel

(b) If to KSI, to:

Kinetic Systems, Inc.
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: General Counsel

Or to such other addresses or telecopy numbers as may be specified by like
notice to the other parties.

Section 6.09. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of California, excluding its conflict of
law rules and the United Nations Convention on Contracts for the International
Sale of Goods. The Superior Court of Santa Xxxxx County, California and/or the
United States District Court for the Northern District of California, San Xxxx
Division, shall have jurisdiction and venue over all disputes between the
parties that are permitted to be brought in a court of law pursuant to Section
6.07 hereof.

Section 6.10. Severability. The parties hereto have negotiated and
prepared the terms of this Agreement in good faith with the intent that each and
every one of the terms, covenants and conditions herein be binding upon and
inure to the benefit of the respective parties. Accordingly, if any one or more
of the terms, provisions, promises, covenants or conditions of this Agreement or
the application thereof to any person or circumstance shall be adjudged to any
extent invalid, unenforceable, void or voidable for any reason whatsoever by a
court of competent jurisdiction, such provision shall be as narrowly construed
as possible, and each and all of the remaining terms, provisions, promises,
covenants and conditions of this Agreement or their application to other persons
or circumstances shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law. To the extent this Agreement
is in violation of applicable law, then the parties agree to negotiate in good
faith to amend the Agreement, to the extent possible consistent with its
purposes, to conform to law.

Section 6.11. Amendment. Except as expressly provided herein, this
Agreement may only be amended by a written agreement executed by all parties
hereto.

Section 6.12 Binding Effect; Nonassignability. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective legal representatives and successors, and nothing in this Agreement,
express or implied, is intended to confer upon any other Person any rights or
remedies of any nature whatsoever under or by reason of this Agreement. This
Agreement may be enforced separately by each Company Entity and KSI Entity.
Except as herein specifically provided to the contrary, a party may not assign
this Agreement or any rights or obligations hereunder, without the prior written
consent of the other parties hereto, and any such assignment shall be void;
provided, however, a party (or its permitted successive assignees or transferees
hereunder) may assign or transfer this Agreement as a whole without consent to
an entity that succeeds to all or substantially all of its business or assets
(but subject to any termination rights of any other party as set forth in
Article V above).

Section 6.13. Waiver of Breach. The waiver by a party hereto of a
breach or violation of any provision of this Agreement shall not operate as, or
be construed to constitute, a waiver of any subsequent breach of the same or
another provision hereof.

Section 6.14. Authority. Each party hereto represents to the others
that (a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it has been duly authorized by all necessary corporate or
other actions, (c) it has duly and validly executed and delivered this
Agreement, and (d) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.

Section 6.15. Descriptive Headings. The headings contained in this
Agreement or in any Schedule hereto are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Any
capitalized term used in any Schedule but not otherwise defined therein, shall
have the meaning assigned to such term in this Agreement. When a reference is
made in this Agreement to an Article or a Section, or Schedule, such reference
shall be to an Article or Section of, or a Schedule to, this Agreement unless
otherwise indicated.

Section 6.16. Gender and Number. Whenever the context of this Agreement
requires, the gender of all words herein shall include the masculine, feminine
and neuter, and the number of all words herein shall include the singular and
plural.

Section 6.17. Additional Assurances. Except as may be specifically
provided herein to the contrary, the provisions of this Agreement shall be
self-operative and shall not require further agreement by the parties; provided,
however, at the request of a party, another party shall execute such additional
instruments and take such additional acts as are reasonable, and as the
requesting party may reasonably deem necessary, to effectuate this Agreement.

Section 6.18. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.

[Remainder of page intentionally left blank. Signature page to follow.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized representatives.

CELERITY GROUP, INC.

By:_______________________________________________
Name:
Title:

KINETIC SYSTEMS, INC.

By:_______________________________________________
Name:
Title:

[SIGNATURE PAGE TO MANAGEMENT SERVICES AGREEMENT]

EXHIBIT A

SERVICES SCHEDULE

For purposes of this Exhibit A, the following terms will have the following
meanings:

"KGI" means Kinetics Group, Inc., a Delaware corporation

"KHC" means Celerity Group, Inc., a Delaware corporation, dba Kinetics Holdings
Corporation

"KSI" means Kinetic Systems, Inc., a California corporation

I. ACCOUNTING SERVICES:

A. OUTSOURCED SERVICES: None

B. IN-HOUSE SERVICES: None

II. FINANCIAL SERVICES:

A. OUTSOURCED SERVICES: None

B. IN-HOUSE SERVICES: None

III. PAYROLL SERVICES:

A. OUTSOURCED SERVICES: None

B. IN-HOUSE SERVICES:

The Payroll Department employed by KSI at the KSI Union City
Facility will provide general payroll processing and
administrative services for KGI Chempure employees located at
such facility through March 31, 2004. KGI will be charged a flat
fee of $1,000.00 per month for payroll services provided.

IV. TAX SERVICES:

A. OUTSOURCED SERVICES:

The following contracts are in the name of either KGI or KSI and
the services are used and paid for by both parties:

1. SERVICE PROVIDER: KGI - outsourced to Xxxxxxxx Professional &
Regulatory, Inc., d.b.a. RIA

SERVICE RECIPIENT: KSI

SERVICES: Tax Management Software solutions and support
services

TERM: Contract Term 3/4/04 - 3/3/05

COST ALLOCATION: Fees associated with KSI's use of the
outsourced services will be allocated to KSI based on
estimated percentage use which is currently 70%.

2. SERVICE PROVIDER: KGI - outsourced to Xxxxxxx xxx Xxxxxxxx
(Independent Contractor)

SERVICE RECIPIENT: KSI

SERVICES: Consultation and income tax services relative to
various income tax issues and international tax planning

TERM: Contract Term 12/19/03 - 3/31/04

COST ALLOCATION: Fees associated with KSI's use of the
outsourced services will be allocated to KSI based on
estimated percentage use which is currently 70%.

3. SERVICE PROVIDER: KGI - outsourced to Xxxxx Xxxxx (Independent
Contractor)

SERVICE RECIPIENT: KSI

SERVICES: Consultation and income tax services relative to
various income tax issues and international tax planning

TERM: Contract Term 1/15/04 - 3/31/04

COST ALLOCATION: Fees associated with KSI's use of the
outsourced services will be allocated to KSI based on
estimated percentage use which is currently 70%.

4. SERVICE PROVIDER: KGI - outsourced to Xxxxx Xxxxxx
(Independent Contractor)

SERVICE RECIPIENT: KSI

SERVICES: Preparation of sales tax decision trees for various
states, assist in development of training materials for
Enterprise Group Consultation and related services

TERM: Contract Term 12/17/01 - until terminated by either
party with 15 days notice

COST ALLOCATION: Fees associated with KSI's use of the
outsourced services will be allocated to KSI based on
estimated percentage use which is currently 70%.

B. IN-HOUSE SERVICES:

The entire Tax Department employed by KGI will provide
comprehensive, world-wide management services for KSI taxes and
tax related issues, including but not limited to compliance,
planning, audit, and effective tax rate. The allocation
methodology for tax services provided to KSI will be based on the
overall percentage of time spent by KGI Tax Department employees
on KSI related services. Currently tax services relative to KSI
business constitutes about 70% of the Tax Department work load.

Special projects that are extraordinary in nature will be billed
to KSI either on a flat fee or hourly basis as appropriate in
light of the nature of the project on a case by case basis.

V. TREASURY SERVICES:

A. OUTSOURCED SERVICES:

The following contracts are in the name of either KGI or KSI and
the services are used and paid for by both parties:

1. SERVICE PROVIDER: KSI - outsourced to OANDA Corporation

SERVICE RECIPIENT: KGI

SERVICES: OANDA Corporation provides access to daily foreign
exchange rates

TERM: Contract Term - Contract automatically renews in March
of each year for successive one year periods unless terminated
by either party w/ 30 days notice prior to expiration of the
then current renewal period.

COST ALLOCATION: Fees associated with KGI's use of the
outsourced services will be allocated to KGI based on
estimated percentage use which is currently 30%.

2. SERVICE PROVIDER: KGI - outsourced to U.S. Bank National
Association ND

SERVICE RECIPIENT: KSI

SERVICES: Corporate Credit Card Program

TERM: Contract Term - 12/13/01 - 12/12/06; Contract
automatically continues thereafter until terminated by either
party w/ 90 days notice.

COST ALLOCATION: Charges on KSI employees' credit cards are
allocated to KSI. Annual fees are allocated to KSI based on
estimated percentage use by KSI employees which is currently
70%.

3. SERVICE PROVIDER: KGI - outsourced to Bank of the West (f.k.a.
United California Bank)

SERVICE RECIPIENT: KSI

SERVICES: Bank of the West provides miscellaneous depository,
bank account, payroll and other cash management services; Also
provides lock box services outsourced to Bank One Corporation
and controlled disbursement services outsourced to Mellon
Bank.

TERM: Contract Term - Contract continues until terminated by
either party

COST ALLOCATION: Fees associated with accounts that are
directly attributable to KSI are allocated to KSI. General
fees not attributable directly to either party's use are
allocated to KSI based on overall estimated percentage KSI use
which is currently 70%.

4. SERVICE PROVIDER: KGI - outsourced to Dun and Bradstreet, Inc.

SERVICE RECIPIENT: KSI

SERVICES: Credit rating services

TERM: Contract Term - Contract is renewed annually in July of
each year.

COST ALLOCATION: Fees associated with KSI's use are allocated
to KSI based on estimated percentage use which is currently
70%.

B. IN-HOUSE SERVICES:

The entire Treasury Department employed by KGI will provide
comprehensive, world-wide management services for KSI treasury
related issues, including but not limited to cash management, debt
management, forecasting and foreign exchange rates. The allocation
methodology for treasury services provided to KSI will be based on
the overall percentage of time spent by Treasury Department
employees on KSI related services. Currently treasury services
relative to KSI business constitutes about 70% of the Treasury
Department work load.

Special projects that are extraordinary in nature will be billed
to KSI either on a flat fee or hourly basis as appropriate in
light of the nature of the project on a case by case basis.

VI. EXECUTIVE MANAGEMENT SERVICES:

A. OUTSOURCED SERVICES: None

B. IN-HOUSE SERVICES:

Xxxx Xxxxxxx - KGI Treasurer - See Treasury "IN-HOUSE SERVICES" above.

VII. ENTERPRISE / INFORMATION TECHNOLOGY SERVICES:

A. OUTSOURCED SERVICE:

The following contracts are in the name of either KGI or KSI and
the services are used and paid for by both parties:

1. SERVICE PROVIDER: KSI - outsourced to Advanta Leasing Services

SERVICE RECIPIENT: KGI

SERVICES: Lease of 3 digital copy machines located at KGI
Milpitas Facility

TERM: Contract Term - 4/25/00 - 4/24/05

COST ALLOCATION: KGI exclusively uses the copiers. Advanta
bills KSI and KSI pays and allocates 100% of the expense to
KGI.

2. SERVICE PROVIDER: KSI - outsourced to Oracle Corporation

SERVICE RECIPIENT: KGI

SERVICES: Oracle has granted multiple software licenses for
use by KSI and KGI for business applications and databases.

TERM: Contract Term - Based on various payment schedules which
renew annually.

COST ALLOCATION: Fees associated with shared licenses are
allocated between KGI and KSI based on actual percentage use
by each company. Oracle bills KSI and KSI pays and allocates
KGI's applicable use percentage to KGI.

3. SERVICE PROVIDER: KGI - outsourced to Hewlett Packard

SERVICE RECIPIENT: KSI

SERVICES: HP has several Oracle maintenance agreements in
KGI's name that are used exclusively by KSI.

TERM: Contract Term - The contracts each have a 1 year term
with annual renewal options.

COST ALLOCATION: KSI receives and pays the invoice for
services under the maintenance agreements.

4. SERVICE PROVIDER: KGI - outsourced to MCI WorldCom
Communications, Inc.

SERVICE RECIPIENT: KSI

SERVICES: International, interstate, intrastate and local
telecommunication services

TERM: Contract Term - 6/1/2002 - 7/30/2006

COST ALLOCATION: MCI WorldCom bills KSI separately for
services performed for KSI. KSI directly pays MCI WorldCom
invoices pertaining to KSI services.

5. SERVICE PROVIDER: KSI - outsourced to Network Associates
(Anti-Virus)

SERVICE RECIPIENT: KGI

SERVICES: Active Computer Virus Defense Services

TERM: Contract Term - Contract is renewed annually in
September of each year.

COST ALLOCATION: Fees associated with KSI's use are allocated
to KSI based on estimated percentage use which is currently
66%.

B. IN-HOUSE SERVICES:

The following employees will be employed by KSI but will perform
general enterprise and information technology related services for
KGI. The allocation methodology for these services will be based
on the overall percentage of time spent by each employee on KGI
related services.

Special projects that are extraordinary in nature will be billed
to KGI either on a flat fee or hourly basis as appropriate in
light of the nature of the project on a case by case basis.

KSI EMPLOYEE TITLE
------------ -----

Xxxx Xxxxxxx Director, Information Technology
Xxxxx Xx Lead Data Base Administrator
Xxxxx Xxx Data Base Administrator
Xxxxxx Xxxxxxx Data Base Administrator
Xxxxx Xxxxxxxxx Lead Systems Administrator
Xxxxxxx Xxxxx Systems Administrator
Xxxx Xxxxx Communications Specialist
Xxxxxx Xxxxxx Information Systems Manager
Xxxxx Xxxxxxx Applications Administrator

VIII. FACILITIES SERVICES:

A. FACILITY LEASES:

The following facilities were leased for KSI occupancy and rent is paid solely
by KSI but the Leases are in KGI's name. Additionally, certain of these leases
as indicated below have since been subleased with KSI paying the differential
between sublease and lease payment, if any:

CONTRACT MONTHLY MONTHLY
NUMBER FACILITY EXPIRATION LEASE PMT. SUBLEASE PMT.
------ -------- ---------- ---------- -------------

K100-09 0000 Xxxxx Xxx Xxxxx 9/30/05 $ 18,500 $14,300 (All)
Xxxxxxxx, XX 00000

NOTE: Lease and Sublease are coterminous

K100-10 00000 Xxxxxxx Xxxxxx 9/30/07 $ 49,546 $6,375 (Partial)
Xxxxx Xxxx, XX 00000

NOTE: Sublease automatically renews for 1 year periods unless
terminated by October 31 of any given year.

K100-107 0000 XX Xxxxx Xxx, Xxx. X 12/31/04 $ 3,895 None Applies
Xxxxxxxxxxx, XX 00000

K100-76 0000 Xxxxxxx Xxxxxxx Xxxx. 4/30/12 $166,055 $51,174 (Partial)
Xxxxx Xxxxx, XX 00000

NOTE: Sublease term ends 2/29/08

K-100-85 7000 W. Wm. Xxxxxx Dr. 3/31/06 $ 40,158 $30,392 (All)
Xxxxxx, XX 00000

NOTE: Sublease term ends 3/31/06

B. OUTSOURCED SERVICES: None

C. IN-HOUSE SERVICES: None

IX. LEGAL SERVICES:

A. OUTSOURCED SERVICES:

The following contracts are in the name of either KGI or KSI and
the services are used and paid for by both parties:

1. SERVICE PROVIDER: KGI - outsourced to Employment Law
Learning Technologies, Inc.

SERVICE RECIPIENT: KSI

SERVICES: Employment law online training services

TERM: Contract Term - Contract up for annual renewal in
October of each year

COST ALLOCATION: Service charges are allocated between KSI and
KGI based on a headcount basis since costs are driven by
number of employees supported.

2. SERVICE PROVIDER: KGI - outsourced to E*Trade Business
Solutions Group, Inc.

SERVICE RECIPIENT: KSI

SERVICES: Online training services pertaining to equity
compensation regulations and rules

TERM: Contract Term - Contract automatically renews annually
and can be terminated at the end of any given renewal term
with 30 days prior notice

COST ALLOCATION: Service charges are allocated between KSI and
KGI based on a headcount basis since costs are driven by
number of employees supported.

B. IN-HOUSE SERVICES:

The following persons will be employed by KGI but will perform
services for both KGI and KSI:

1. XXXXXXXX XXXXXXXX - Responsible for assistant corporate
secretarial duties, paralegal support and transition
management services. KSI will be charged for services
performed based on hourly billing at rate that reflects actual
hourly cost of employee.

2. XXXX XXXXXX - Responsible for stock plan administration for
KGI and KSI employees. KSI will be charged for services
performed on a headcount basis since costs are driven by
number of employees supported.

X. MARKETING SERVICES:

A. OUTSOURCED SERVICES: None

B. IN-HOUSE SERVICES: None

XI. PROCUREMENT SERVICES:

A. OUTSOURCED SERVICES:

The following contracts are in the name of either KGI or KSI and
the services are used and paid for by both parties:

1. SERVICE PROVIDER: KGI - outsourced to Rabbit Office
Automation

SERVICE RECIPIENT: KSI

SERVICES: Rabbit provides nationwide management services for
the lease, repair and relocation of KSI and KGI copiers,
printers and fax machines.

TERM: Contract Term - 3/22/02 - 3/22/05

COST ALLOCATION: The contract contemplates that a separate
invoice will go to KGI and KSI's respective billing units for
services rendered for each entity and a consolidated report
will be sent to KGI. Each party pays its own xxxx. Currently,
services rendered for KSI constitute approximately 92% of the
total xxxx and KGI services comprise approximately 8%. A
$30,000 prepayment/deposit was previously made to Rabbit by
KGI to be used to pay third party lease payments owed by
either KSI or KGI. The prepayment will be returned to KGI at
the end of the contract or will be applied to outstanding
balances. If any portion of the prepayment is used for KSI
units or services at the end of the contract, KSI will repay
KGI such amount.

2. SERVICE PROVIDER: KGI - outsourced to AT&T Wireless Services

SERVICES: AT&T provides commercial mobile radio services,
wireless telecommunication services and cellular digital
packet data services.

TERM: Contract Term - 11/1/00 - 6/18/05 with successive,
automatic one year renewals unless either party gives written
notice of intent not to renew at least 90 days prior to
expiration of current term.

COST ALLOCATION: Each company is billed and pays for its own
use. If the contract's Minimum Usage Commitment is not
achieved and AT&T terminates the contract, KGI and KSI will
allocate the termination charge based on historical usage
percentages.

3. SERVICE PROVIDER: KGI - outsourced to Associates Fleet
Services

SERVICE RECIPIENT: KSI

SERVICES: Associates leases vehicles to and services
commercial vehicles for KGI and KSI.

TERM: Contract Term - 11/1/00 - until no more vehicles leased

COST ALLOCATION: Each entity is directly billed and pays for
its use.

4. SERVICE PROVIDER: KGI - outsourced to International SOS
Assistance, Inc.

SERVICE RECIPIENT: KSI

SERVICES: Medical, Evacuation, Repatriation, Travel and
Security Services when traveling abroad.

TERM: Contract Term - 5/12/2003 - 5/11/2004 - Automatic annual
renewals

COST ALLOCATION: KSI and KGI each pays for services rendered
on behalf of its employees. Fees relative to general services
that are not attributable to specific employees are split
between the companies based on estimated percentage use which
is currently 70% KSI and 30% CGI.

B. IN-HOUSE SERVICES: None

XII. SAFETY SERVICES:

A. OUTSOURCED SERVICES: None

B. IN-HOUSE SERVICES: None

XIII. HUMAN RESOURCES SERVICES:

A. OUTSOURCED SERVICES:

The following contracts are in the name of either KGI or KSI and
the services are used and paid for by both parties:

1. SERVICE PROVIDER: KSI - outsourced to Monster, Inc.

SERVICE RECIPIENT: KGI

SERVICES: Employee recruitment services, job postings, hiring
tools, employee screening services

TERM: Contract Term - 12/27/03 - 12/27/04

COST ALLOCATION: Fees associated with KGI's use are allocated
to KGI based on estimated percentage use which is currently
50%.

2. SERVICE PROVIDER: KGI - outsourced to Substance Abuse
Management, Inc. (SAMI)

SERVICE RECIPIENT: KSI

SERVICES: Employee substance abuse testing and related program
management services

TERM: Contract Term - Contract is renewed annually and may be
terminated by either party with 30 days prior notice

COST ALLOCATION: Fees are charged per employee test performed
and allocated to either KSI or KGI based on which company is
the employer of the applicable employee

3. SERVICE PROVIDER: KGI - outsourced to Syling Corporation

SERVICE RECIPIENT: KSI

SERVICES: Employee benefit plan enrollment database and file
management, COBRA premium billing and related services

TERM: Contract Term - 8/1/03 - 7/31/04

COST ALLOCATION: Monthly fee is charged per employee and KSI
and KGI each pay portion of fee attributable to its employees.
Flat fee is charged for extra services on a project by project
basis and allocated between KSI and KGI based on estimated
percentage use by each company which is currently 30% KGI and
70% KSI.

4. SERVICE PROVIDER: KGI - outsourced to R. E. Xxxxxxxxxx, Inc.

SERVICE RECIPIENT: KSI

SERVICES: Training services on topics related to unemployment
compensation regulations, personnel actions, claim control
measures, unemployment tax collection and other related
subjects matters

TERM: Contract Term - 8/1/03 - 7/31/04

COST ALLOCATION: Service fees are allocated between KSI and
KGI based on estimated percentage use by each company which is
currently 50% KGI and 50% KSI.

B. IN-HOUSE SERVICES: None

XIV. EMPLOYEE BENEFIT SERVICES:

A. OUTSOURCED SERVICES:

Transition plan for various KSI/KGI shared benefits plans
addressed in "EMPLOYEE MATTERS AGREEMENT"

B. IN-HOUSE SERVICES:

Xxxxxxxxx Xxxxxx will be employed by KGI but will administer
benefit plans for both KGI and KSI for 1 year or until KSI hires
an individual to perform such services, whichever is earlier. The
method for allocating costs between the 2 companies will be based
on an estimation of time spent performing services for each
company which is currently 70% KGI and 30% KSI.

XV. RISK MANAGEMENT SERVICES:

A. OUTSOURCED SERVICES:

Insurance policies that provide comprehensive general liability,
worker's compensation and employer's liability coverage insuring
against risks to business operations for both KSI and KGI will
continue to be shared by the companies until 50% common ownership
no longer exists (or until such earlier time as the companies
mutually agree). Costs associated with the shared insurance
policies are currently allocated between KSI and KGI on an
employee headcount basis.

B. IN-HOUSE SERVICES:

Xxxxx Xxxxxxx and Xxxxx Xxxxxxxx will be employed by KSI and will
perform insurance and risk management administrative services for
both KGI and KSI. The method for allocating costs between the 2
companies will be based on an estimation of time spent performing
services for each company which is currently 80% KSI and 20% KGI.

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