DATED: 12 August 2005

                                SERVICE AGREEMENT

                                     between

                              SIMCLAR GROUP LIMITED

                                       and

                                  SIMCLAR, INC.

<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 17th July
                  2005 ("the Effective Date") but declaring that either party
                  may give not less than 60 days' written notice 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.

<PAGE>

THREE             In respect of the basic services to be performed by Simclar as
                  provided herein Inc agrees to and shall pay to Simclar FOUR
                  HUNDRED AND EIGHTY THOUSAND DOLLARS ($480,000) per annum
                  payable in equal monthly instalments of FORTY THOUSAND DOLLARS
                  U.S. ($40,000) with the first payment due on 1st September
                  2005 (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. 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 affiliated with
                  Simclar. Nothing herein shall be construed as establishing a
                  joint venture or partnership between Simclar and Inc.


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<PAGE>

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:-

On behalf of Simclar Group Limited:


/s/ Samuel J. Russell                           /s/ Natale Davie
--------------------------------                --------------------------------
SJ Russell                                      Witness


/s/ J. Ian Durie                                /s/ Natale Davie
--------------------------------                --------------------------------
JI Durie                                        Witness


On behalf of Simclar, Inc:


/s/ Barry J. Pardon                             /s/ Roxie Alvarez
--------------------------------                --------------------------------
BJ Pardon                                       Witness


/s/ Steven T. Ker                               /s/ Roxie Alvarez
--------------------------------                --------------------------------
ST Ker                                          Witness


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