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                                                                    EXHIBIT 10.4

                    [LETTERHEAD OF FIELDWORKS, INCORPORATED]

Glenmount, LLC
Suite 400
19200 Von Karman Avenue
Irvine, California 92612-8512
   Re: Management Services Agreement

Gentlemen:

   Fieldworks, Incorporated ("Fieldworks") hereby engages you to perform
advisory and consulting services to Fieldworks for a period of one-year
commencing upon the date of this Agreement.

  1. Scope of Primary Services. The primary services to be provided by you
     consist of active and continuing support to FieldWorks' management in
     identifying, developing and executing all major strategic, acquisition,
     operational and financial opportunities for FieldWorks.

    a. During the initial three months of this Agreement, you will arrange
       for Robert Forbes to provide these primary services for at least 16
       days per month, unless you and we agree to a different schedule.
       During this initial three-month period, you agree that these services
       will be provided on-site at our facilities, off-site for meetings
       with existing or prospective vendors or customers, or at another
       mutually agreed location.

    b. Following the initial three months of this Agreement, you shall
       determine, in consultation with our board of directors, which of your
       personnel shall be assigned to provide these primary services.
       Further, we agree that, following the initial three month period of
       this Agreement, such services are not expected to consume more than
       five man-days per month and such services may be provided from such
       locations as you determine.

  2. Compensation for Primary Services. For the primary services described
     above, we will pay you (a) $10,000 on the date hereof, (b) $10,000
     within 30 days after the date hereof, (c) $10,000 within 60 days after
     the date hereof, and (d) $200,000 simultaneously with the closing of the
     transactions contemplated by the Securities Purchase Agreement of even
     date herewith, between Industrial-Works Holding Corp., a Delaware
     corporation (the "Securities Purchase Agreement").

  3. Reimbursement of Expenses. We agree to reimburse or pay directly your
     reasonable expenses, including travel, hotel or boarding charges, meals
     and other items customarily reimbursed to outside advisors or
     consultants. Such expenses, if not paid directly by Fieldworks at your
     request, shall be paid to you within five business days of submission of
     an itemized invoice evidencing your payment of such expenses.

  4. Additional Services and Compensation. In addition to the primary
     services and related compensation described above, we agree that you
     will be entitled to additional compensation if, for example, at our
     request (a) any of your employees or representatives (in addition to
     Robert Forbes) provide substantial services to us during the initial
     three-month period of this Agreement, or (b) Robert Forbes or any other
     employees or representatives provide more than five man-days of services
     per month following the initial three-month period of this Agreement. If
     such additional services do not arise in connection with any such
     transaction, you shall be entitled to such additional compensation as
     shall be negotiated at the time such services are rendered.

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  5. Investment Banking Services. Further, if you perform additional services
     to initiate a merger, acquisition, disposition, joint venture, financing
     or other similar transaction or expend substantial time on any such
     transaction initiated by others, you shall be entitled to receive
     additional fees of the type customarily received by investment bankers
     on terms satisfactory to the Board of Directors in its reasonable
     discretion.

  6. Term. The term of this Agreement shall be for a period of one year
     commencing on the date hereof. Prior to the expiration of this
     Agreement, FieldWorks and you shall negotiate the terms and conditions
     upon which this Agreement may be renewed, subject to approval by the
     members of our board of directors not nominated by the holders of Series
     B Preferred Stock. If the Securities Purchase Agreement is terminated,
     then this Agreement shall immediately terminate. Notwithstanding any
     termination, (x) we will immediately pay you the amounts identified in
     clauses (a), (b) and (c) of paragraph 2 above (to the extent such
     amounts have not previously been paid), (y) the indemnity provisions of
     paragraph 6 below shall survive plus (z) you shall be paid$100,000 if
     the Securities Purchase Agreement is terminated upon a failure of the
     Company's shareholders to approve the transactions it contemplates,.

  7. Insurance and Indemnity. We agree during the term of this Agreement to
     carry directors' and officers' insurance in an amount not less than $5
     million to include you and your designated persons as additional
     insureds, to the extent our insurance company will permit us to treat
     your assigned persons as consultants. In addition, we hereby agree to
     the indemnity provisions set forth on Exhibit A to this Agreement.

   Please countersign this Agreement in the place indicated below to confirm
your acceptance of an agreement to the terms stated in this letter.

                                          Very truly yours,

                                          FIELDWORKS INCORPORATED

                                          By  /s/ David G. Mell
                                            ----------------------------------
                                            President and Chief Executive
                                            Officer

CONFIRMED AND ACCEPTED

By Glenmount, LLC

By  /s/ Michael E. Johnson
  Managing Director

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                                   ADDENDUM A

   In connection with the engagement described in the foregoing letter
agreement to which this Addendum A is attached, Fieldworks, Incorporated
("Company") agrees to indemnify and hold harmless Glenmount, LLC ("Glenmount")
and each of its officers, directors, representatives, agents, employees and
controlling persons (within the meaning of the Securities Act of 1933, as
amended) against any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) related to or arising out of this engagement,
and will reimburse Glenmount and each other person indemnified hereunder for
all legal and other expenses as incurred in connection with investigating or
defending any such loss, claim, damage, liability, action or proceeding whether
or not in connection with pending or threatened litigation in which Glenmount
or any of other person indemnified hereunder is a party; provided, however,
that the Company will not be liable in any such case (except cases arising out
of the use of information provided by any Company) for losses, claims, damages,
liabilities or expenses arising from the gross negligence or willful misconduct
of Glenmount or the party claiming a right to indemnification.

   In case any proceeding shall be instituted involving any person in respect
of whom indemnity may be sought, such person (the "Indemnified Party") shall
promptly notify the Company, and the Company, upon the request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others the Company
may designate in such proceeding and shall pay as incurred the fees and
expenses of such counsel related to such proceedings. In any such proceeding,
any Indemnified Party shall have the right to retain its own counsel at its own
expense, except that the Company shall pay as incurred the fees and expenses of
counsel retained by the Indemnified Party in the event that (i) the Company and
the Indemnified Party shall have mutually agreed to the retention of such
counsel or, (ii) the named parties to any such proceeding (including any
impleaded parties) include the Company and the Indemnified Party and
representation of such parties by the same counsel would be inappropriate, in
the reasonable opinion of the Indemnified Party, due to actual or potential
differing interests between them.

   The Company shall not be liable for any settlement of any proceeding
effected without its written consent. In addition, the Company will not,
without the prior written consent of Glenmount, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit
or proceeding in respect of which indemnification may be sought hereunder
(whether or not Glenmount or any Indemnified Party is an actual or potential
party to such claim, action, suit or proceeding) unless such settlement,
compromise or consent includes an unconditional release of Glenmount and each
other Indemnified Party hereunder from all liability arising out of such claim,
action, suit or proceeding.