EXHIBIT 10.2

           DATED: 4 November 2003

                                SERVICE AGREEMENT

                                     between

                              SIMCLAR GROUP LIMITED

                                       and

                                  SIMCLAR, INC.

                                    FAS: 7228

<PAGE>

                                                   SERVICE AGREEMENT

                                                        between

                                   SIMCLAR GROUP LIMITED, incorporated under the
                                   Companies Acts (Registered Number SC219243)
                                   and having its Registered Office at 5 Albyn
                                   Place, Edinburgh (hereinafter referred to as
                                   "Simclar")

                                                               OF THE FIRST PART

                                                           and

                                   SIMCLAR INC., a Florida Corporation
                                   (hereinafter referred to as "Inc")

                                                              OF THE SECOND PART

                                                         ---------

ONE      Inc hereby retains Simclar to provide certain management services
         (including but not limited to financial, administrative, business
         development and operational matters) with respect to the business of
         Inc and its subsidiaries. Simclar shall have no responsibility to
         advance or make any funds available for the operations of Inc nor shall
         Simclar or any of its employees sign any cheques, agreements, contracts
         or similar documents or instruments by, for or on behalf of Inc nor
         shall Simclar have any supervisory or managerial responsibilities or
         obligations on behalf of Inc with respect to any of the operations of
         Inc all of which shall be the sole responsibility of Inc except to the
         extent that such Simclar personnel are also officers and/or Directors
         of Inc and authorised by Inc to sign cheques for Inc or are otherwise
         employed by Inc in a managerial capacity but any act by such employee,
         officer or Director of Inc shall not be that of Simclar nor shall any
         liability for any act or omission of such person be deemed directed by
         or attributable to Simclar.


TWO      The period of this Agreement shall be two years from 16th July 2003
         ("the Effective Date") but declaring that either party may give not
         less than 60 days' written notice

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         to the other of its intention to terminate the Agreement provided
         always that the party wishing to terminate is not in default of any of
         its obligations under this Agreement.

THREE    In respect of the basic services to be performed by Simclar as provided
         herein Inc agrees to and shall pay to Simclar THREE HUNDRED AND SIXTY
         THOUSAND DOLLARS ($360,000) per annum payable in equal monthly
         instalments of THIRTY THOUSAND DOLLARS U.S. ($30,000) with the first
         payment due on 1st September 2003 (being a proportionate payment from
         the Effective Date) and thereafter each subsequent instalment shall be
         due and payable on the first day of each month with interest thereon at
         Five per centum per annum above the base lending rate of the Bank of
         Scotland from time to time in force if such instalments are not paid
         within 15 days of the due date. In respect of services on special
         projects being undertaken by Inc, including without limit those
         relating to acquisitions and disposals, finance raising, and other
         one-off projects outwith Inc's normal day to day business, to be
         provided by Simclar, Inc agrees to pay to Simclar such fees as are
         agreed between the parties for such items of work as and when they
         arise. FOUR Responsibility of Inc and its operations remain solely with
         Inc and not with Simclar or its employees. The services to be performed
         by Simclar are not to be construed in any manner as binding Simclar or
         its employees to any liability or responsibility whatsoever relating to
         Inc and its activities and operations.

FIVE     During the period of this Agreement officers or employees of Simclar
         who may co-operate or otherwise participate with Inc employees or
         personnel in providing the service contemplated herein shall be and
         shall remain an employee of Simclar and no employee of Inc who may
         participate with employees or personnel of Simclar in providing the
         said service shall be deemed to be an employee of or otherwise


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         affiliated with Simclar. Nothing herein shall be construed as
         establishing a joint venture or partnership between Simclar and Inc.

SIX      Should any Simclar personnel be reasonably required to travel to
         perform any of the services contemplated herein which travel shall be
         undertaken at the option of Simclar, Inc will reimburse Simclar for any
         out of pocket expenses properly and reasonably incurred in connection
         with such services and travel.

SEVEN    This Agreement may be assigned by either party with the written consent
         of the other which consent will not be unreasonably withheld or delayed
         provided always that either party may assign it obligations hereunder
         to any holding or subsidiary company without requiring to obtain the
         consent of the other.

EIGHT    This Agreement shall be binding upon and shall inure to the benefit of
         the parties hereto and their successors and assignees. Nothing in this
         Agreement whether expressed or implied is intended to confer any rights
         or remedies under or by reason of this Agreement on any other persons
         other than the parties hereto and their respective successors and
         assignees nor is anything in this Agreement intended to relieve or
         discharge the obligations or liabilities of any third person to any
         party to this Agreement nor shall any provision herein give any third
         party any other rights against any party to this Agreement.

NINE     In the event of any dispute arising between the parties hereto as to
         the meaning or effect of any of the terms and conditions contained
         herein or as to the rights of the parties hereunder, such dispute shall
         be referred to a single arbiter mutually chosen or failing agreement
         appointed by the Sheriff of Lothian and Borders at Edinburgh and the
         cost of any such arbitration shall be in the award of the arbiter whose
         decision on any matter referred to him shall be final and binding.


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<PAGE>

TEN      This Agreement shall be governed and construed in all respects in
         accordance with the law of Scotland and each of the parties hereto
         hereby irrevocably submit themselves to the jurisdiction of the
         Scottish Courts:

IN       WITNESS WHEREOF these presents consisting of this and the three
         preceding pages are executed as follows:-

                                         SIMCLAR GROUP LIMITED

                                         /s/ Samuel J. Russell
                                         -------------------------------------
                                         Samuel J. Russell, Managing Director

                                         /s/ John Ian Durie
                                         -------------------------------------
                                         John Ian Durie, Finance Director


                                         SIMCLAR, INC.
Witness:

/s/ Roxana Alvarez                       /s/ Barry J. Pardon
-----------------------                  ---------------------------------------
Roxana Alvarez                           Barry J. Pardon, President

/s/ Nancy D. Scarpelli                   /s/ David L. Watts
------------------------                 ---------------------------------------
Nancy D. Scarpelli                       David L. Watts, Chief Financial Officer


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