Exhibit 10.24 Consulting Engagement Agreement This Consulting
Engagement Agreement (the Agreement) is made effective as of August 12, 2002,
(the Commencement Date) between The Brenner Group, Inc., a Delaware
corporation, with its principal place of business located at 19200 Stevens
Creek Blvd., Suite 200, Cupertino, CA 95014-2530 (Consultant) and HPL
Technologies, Inc.,  a Delaware
corporation, with its principal place of business located at 2033 Gateway
Place, Suite 400, San Jose, CA  95110
(Client). RECITALS A.Consultant is in the business of providing management
services to client companies in all areas of business operations. B.Client is in need of assistance in the
form provided by Consultant. C.Consultant and Client desire to enter
into a consulting arrangement upon the terms and conditions set forth herein. NOW, THEREFORE,the parties hereto agree as follows: 1.ENGAGEMENT:Client agrees to engage Consultant under the terms of this Agreement,
and Consultant agrees to accept such engagement.  Consultant, or its representative shall be available to Client
according to the time or the projects specified in Exhibit A, attached
hereto and made a part of this Agreement by reference herein. 2.TERM AND TERMINATION:Consultants engagement pursuant to this Agreement shall commence on August
12, 2002 and continue until October 31, 2002, unless terminated earlier, as
provided herein (the Term).  At the
end of the Term, this Agreement shall automatically be extended for periods of one
(1) month each, unless one party gives the other party two (2) weeks notice of
their intent to not extend the Agreement. 
Other than for the reasons described in Section 4, below, either party
may terminate this Agreement during the Term, or any extensions thereof, by giving
the other party two (2) weeks written notice of their intent to so terminate. 3.COMPENSATION:As compensation for services rendered by Consultant pursuant to this
Agreement, Client shall pay Consultant the sum(s) as shown in the attached
Exhibits, plus reimbursement for any expenses incurred on Clients behalf.  If Consultant uses his automobile on
Clients behalf, Client shall reimburse Consultant for actual miles traveled at
the rate of $0.33 per mile.  Client
agrees that Consultants rates in the attached Exhibits may be modified from
time to time with 30 days notice to Client.  Page 1
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   4.PERSONNEL:Client and
Consultant agree that Consultant is not in the business of providing a recruiting
or placement service for permanent positions. 
However, if Client wishes to offer employment to any of Consultants
representatives, and if the representative wishes to accept such employment,
Consultant has the right to invoice Client, and Client will promptly pay, a fee
as shown in the following table: Period
  after the Effective Date of the Agreement
  
  % of
  estimated first
  years compensation**Within the first six (6) months
  
  100%Between seven (7) months and nine (9) months
  
  85%After the commencement of the tenth (10th) month
  
  70% 
 ** For purposes of this
Agreement, estimated first years compensation shall be defined to include
first years annualized salary, first years estimated annualized bonus, and
number of shares of Clients stock to be vested to Consultants representative
by the first anniversary of representatives employment by Client.  In the case of equity, a warrant shall be
issued to Consultant for the percentage of representatives shares, at the same
price as those as the representative. 
Equity considered vested shall be determined as a function of the
passage of time (i.e. disregarding cliffs and other vesting deferral mechanisms
built into the representatives option plan). Client and Consultant
also agree that the Client shall not offer any of Consultants Representative
(including all Exhibits, and whether or not Consultants Representative remains
an employee of Consultant) a consulting or other non-permanent form of
employment or engagement within twenty-four (24) months of termination of
Clients engagement with Consultant, without obtaining the express and written
consent of Consultant.  In the absence
of this approval, Consultant has the right to invoice Client, and Client will
promptly pay, a fee equal to 100% of the total amount paid by Client to the
Consultants former Representative for the greater of the duration of the
project or until the time which is twenty-four (24) months after the
termination of the Agreement. 5.INVOICING AND PAYMENT:Consultant shall invoice Client as of the fifteenth and last day of each
month for services performed pursuant to this Agreement.  Client shall pay Consultants invoice, in
full, within five (5) business days of the date of Consultants invoice.  If Client does not pay Consultant pursuant
to these terms, Consultant shall have the right to receive a retainer, as
described in Paragraph 6, below.  Page 2
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   6.RETAINER:  If Consultant has the right, pursuant to Paragraph 5, above, to
receive a retainer from Client, and further, if Consultant requests such
retainer, Client shall pay Consultant a retainer (the Retainer) upon written
demand from Consultant.  Such retainer
shall approximate Consultants best estimate of one half months worth of
Consultants charges working on Clients matters.  Client agrees that such retainer shall be replenished to an
amount equal to the following one half months projected amount due for
projected services during such period. 
Any retainer remaining shall be applied against the final invoice
pursuant to this Agreement. 7.STATUS:Consultant is
engaged by Client as an independent contractor, and not as an employee.  As such, Consultant is solely responsible
for and will make proper and timely payment of any and all taxes on amounts
paid to him by Client, including, if applicable, estimated state and federal
income taxes, self employment taxes, state disability insurance taxes and the
like.  Consultant will not receive or
participate in any of Clients employee health insurance or any other employee
fringe benefit programs, and Consultant will not be covered by Clients
workers compensation and other insurance policies. 8.PROPRIETARY INFORMATION AND INVENTIONS:Consultant understands that certain proprietary information of Clients
may be disclosed to him during the term of this Agreement.  Unless such information was known to him
prior to such disclosure, or becomes part of the public domain, Consultant
agrees not to disclose such information to third parties for a period of twenty
four months, without prior written consent of the Client.  Consultant acknowledges that, if requested
by Client, he will sign an additional and separate Non-Disclosure Agreement
with Client. 9.NO AUTHORITY:Consultant does not have, and is not granted by this Agreement, any
express or implied right or authority to assume or create any obligations on
behalf of, or in the name of, Client; or to bind Client to, or enter into,
directly or indirectly, any contract, agreement or undertaking with any third
party.  If Client wishes to grant such
authority to Consultant, Client shall issue such authority to Consultant in
writing prior to Consultant taking any such action. 10.INDEMNITY:Client shall
offer the same level of indemnification to Consultant as Client would normally
provide to its officers and directors, including such resolutions by its Board
of Directors as are customary regarding officer and director indemnification.   Page 3
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   11.MISCELLANEOUS: A.ASSIGNMENT:This Agreement may not be assigned by either party hereto without the
prior written consent of the other. B.ADDITIONAL PERSONNEL:Consultant may use additional personnel to support the requirements of
Client under this Agreement.  The
additional personnel will only be used after Client has agreed in writing to:
(a) such addition; (b) the compensation for such addition;  (c) the term of such addition, and
(d) such addition is made a part of this Agreement by an amendment to
Exhibit A and executed by both parties. C.GOVERNING LAW:This Agreement shall be governed by and
construed in accordance with the laws of the State of California. D.NOTICES:All notices
hereunder shall be in writing, and shall be deemed given upon personal delivery
or upon placing in the United States postal service First Class delivery
system, to the addresses set forth below: If to Consultant:
  If to Client:Richard M. Brenner
  
  Elie AntounChief Executive Officer
  
  Chairman of the BoardThe Brenner Group, Inc.
  
  HPL Technologies, Inc.19200 Stevens Creek
  Blvd., St. 200
  
  2033 Gateway Place,
  Suite 400Cupertino, CA  95014-2530
  
  San Jose, CA  95110  Either party may
change its notice address by written notice to the other in accordance
herewith. E.AMENDMENT; ENTIRE AGREEMENT:This Agreement may be amended only in writing, and signed by both
parties.  This Agreement sets forth the
entire understanding of the parties with respect to the subject matter hereof, and
expressly terminates and supersedes any and all oral and or written
understandings and agreements with regard to such subject matter. F.ATTORNEYS FEES:If any action is brought hereunder, the prevailing party shall be
entitled to reasonable attorneys fees to be fixed by the court in such action.  Page 4
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   G.PARTIAL INVALIDITY:If any provision of this Agreement is found to be invalid by any court
or other authority, the invalidity of such provision shall not affect the
validity of the remaining provisions hereof. IN WITNESS WHEREOF,the parties have executed this Agreement this ____
day of August, 2002, to be effective as of the twelfth of August, 2002. Consultant:
  
  Client:The
  Brenner Group, Inc.
  
  HPL
  Technologies, Inc.SIGNATURE
  
  SIGNATURERichard M. Brenner
  
  Elie AntounNAME
  
  NAMEChief Executive Officer
  
  Chairman of the BoardTITLE
  
  TITLE      Page 5
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   Exhibit A Scope of the Assignment:  HPL has requested TBGs
assistance in providing interim Chief Executive Officer (CEO) services to
HPL.  Under this arrangement, TBG would
provide the following: Consultant
(Thomas Tomasetti) would assist HPL by taking over HPLs CEO
responsibilities.  In light of the
companys recently announced financial and accounting irregularities, it is
unclear whether the Companys goals will be achievable within the current
operating plan timeframe.  Consultant will
endeavor to work with HPL management team to insure the company moves forward,
as best it in the current environment, towards achieving its goals. Consultant will
work to develop a strong line of communications to the Companys Board of
Directors (BOD), and will advise the BOD of necessary realignment of stated
goals. Consultant
would work with third party audit and legal firms to complete the internal
investigation regarding the financial and accounting irregularities and do what
is possible and necessary to re-establish company credibility. Consultant
would determine, with the help of the BOD and management team, the level of
expense reductions necessary to conserve cash to allow time for the company to
recover (if possible) from its past and present issues.  Consultants rates for such services:  Consultants
  Representative
  
  Rate1.
  Thomas Tomasetti, or equivalent
  
  $2,000 per day  IN WITNESS WHEREOF,the parties have executed this Agreement
this 8 day of August, 2002, to be effective as of the twelfth of August, 2002.  The
  Brenner Group, Inc.
  
  HPL
  Technologies, Inc.SIGNATURE
  
  SIGNATURERichard M. Brenner
  
  Elie AntounNAME
  
  NAMEChief Executive Officer
  
  Chairman of the BoardTITLE
  
  TITLE     Page 6
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