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                                                                   EXHIBIT 10.14


KINETICS
Building Solutions
with Safety First


                                                          Kinetics Fluid Systems
                                                        1463 Centre Pointe Drive
                                                             Milpitas, CA  95035

                                                          Telephone 408.946.3100
                                                          Facsimile 408.934.6301

August 1, 2000



Mr. Albert Ooi
Via email:

Dear Mr. Ooi,

        I am pleased to offer you the position of Corporate Vice President of
Operations with Kinetic Fluid Systems. Should you accept our offer, your home
office would be Milpitas, California with appropriate administrative assistance
and your Manager would be Joe Foster. The purpose of this letter is to confirm
with you, in writing, the specifics of your compensation, consistent with the
terms set forth below. All conditions of this offer are contingent upon receipt
by Human Resources of satisfactory results of the employee's pending mandatory
drug test.

        THIS OFFER CANCELS AND SUPERCEDES ALL AND ANY PREVIOUS OFFER.

ESTIMATED DATE OF HIRE:     On or before August 2, 2000

COMPENSATION:               $8,076.92 bi-weekly, which equates to an annual
                            salary of $210,000.00 Employment classification is
                            exempt.

                            In addition, you will be eligible for a $30,000.00
                            sign on bonus to be paid 90 days after joining
                            Kinetics Fluid Systems.

BONUS:                      You will be eligible for AIP of 40%. The proposed
                            Executive and Key Employees Incentive Plan is in
                            design. Milestones to be determined by Senior
                            Management.

BENEFITS:                   Health and welfare insurance, participation in
                            long-term disability and life insurance programs,
                            and 401(k) on the first of the month following your
                            start-date.

OPTIONS:                    Per the attached Addendum letter.

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Mr. Albert Ooi
July 31, 2000


DRUG-TESTING POLICY:        Be aware that USF/Kinetics maintains pre-employment
                            drug testing, a practice designed to prevent the
                            hiring of individuals whose use of illegal drugs or
                            alcohol may indicate a potential for impaired or
                            unsafe job performance. Applicants are required to
                            satisfactorily complete the pre-employment drug
                            screening before their first day of work. You may
                            not begin work for Kinetics unless and until this
                            condition is satisfied.

VACATION:                   Two weeks annually. Please refer to the policy for
                            specific details.


Under the Company's policy, all newly hired employees will complete a ninety
(90) day introductory period. This period allows you to understand your position
and its responsibilities, as well as Company procedures and expectations. This
period also allows Kinetics to evaluate your performance. Upon completion of
this period, an interview will be conducted with you, your supervisor, and/or
Human Resources to discuss observations and evaluate your performance.

It is expressly forbidden for any element or elements of this compensation plan
to be assigned or transferred by you to any other person, company, or entity of
any type. The term of your employment with Kinetics is at will. This means that
either you or Kinetics may terminate the employment relationship at any time,
with or without cause, with or without notice. With respect to the nature of
your employment relationship with Kinetics, this constitutes the full, complete,
and final agreement between you and Kinetics. This agreement cannot be modified
or amended unless done so in writing and signed by both you and the President,
or Executive Vice President, of Kinetics.

Albert, our primary focus is to provide you with a challenging and rewarding
work environment. The success of Kinetics is based on the growth and advancement
of our employees. I hope that your responsibilities and the structure of this
compensation are consistent with your personal and professional objectives.

In acknowledgment that this letter is consistent with your understanding and
that you agree to the provisions set forth in this letter, please sign, date,
and return the enclosed copy of this letter to the Human Resources Department no
later than August 4, 2000.

Please sign, date, and retain the second copy for your records. In order to
comply with government mandated employment eligibility requirements, on your
first day of employment you must proper documentation of eligibility to work in
the United States. Failure to do so will postpone your start date.

Please familiarize yourself with the provided information and forms necessary
for your enrollment in Kinetics benefits and present any questions to your
presenter on the day of your orientation. Should you have any further questions,
feel free to contact Brian MacKinlay at (408) 934-4647.

Very truly yours,



Dan Rubin
President -- Electronics Group


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Mr. Albert Ooi
July 31, 2000


                                 ACKNOWLEDGMENT


I, the undersigned, understand and agree to the terms and conditions of
employment set forth in this letter. I further understand and agree that the
terms of this letter supersede any and all prior or contemporaneous agreements
and/or promises concerning the terms of my employment and that there are no
other promises, expressed or implied, concerning the terms of my employment with
Kinetics, other than those expressly set forth or referenced herein.


        /s/Albert Ooi                                     8 August 2000
------------------------------------                      -------------
        Albert Ooi                                        Date



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Mr. Albert Ooi
jULY 31, 2000


KINETICS FLUID SYSTEMS
1463 Centre Pointe Drive, Milpitas, CA  95035
Telephone +1 408.946.3100  Facsimile +1 408.934.6301
www.kineticsgroup.com



August 8, 2000


Mr. Albert Ooi

Dear Albert:

This letter serves as an addendum to your offer letter.

Subject to and conditional upon the closing of USFilter's divestiture of
Kinetics, as well as the final implementation of the Kinetics Equity Plank, you
will be eligible to receive options to purchase 65,000 shares of stock at a
strike price of three dollars ($3.00) per share upon your employment.

In addition, you will have the opportunity to invest up to $200,000.00 in
private funds into Kinetics Acquisition Corporation ("KAC"), which Kinetics
shall match up to 75% in loaned funds, to be used to make an additional
investment. Pursuant to a promissory note pledge and security agreement (the
"Note"), the loan will be secured the purchased shares of stock, and shall
accrue interest at 6% per annum until fully paid. The Note shall provide, in
part, that the principal and all accrued interest shall become due and payable
immediately upon the occurrence of a liquidity event affecting KAC or within 30
days following the termination for any reason of your employment relationship
with Kinetics.


Sincerely,

/s/ Dan Rubin

Dan Rubin
President -- Electronics Group