Qsi Services Inc Watch

from S-4/A 5 pages March 21, 2004 1. You Will Hold the Position of Senior Vice President Performance Planning at an Annual Salary of $165,000 Which Will Be Subject to Annual Review by the Board of Directors

from S-4/A 7 pages 1. Employee Will Hold the Position of Senior Vice President, General Counsel, and Secretary With an Annual Salary of $210,000.00 Including Benefits and Perquisites That Are Consistent With the Company’s Senior Level Management. Employee’s Base Salary in Effect From Time to Time Shall Be Reviewed at Least Annually and May Be Increased (But Not Decreased) in the Company’s Sole Discretion. in the Employee’s Capacity as General Counsel, He Will Report to the Chief Executive Officer and Board of Directors of the Company. Employee’s Duties Shall Be as Determined From Time to Time by the Board of Directors and Chief Executive Officer and Shall Be Commensurate With the Executive Duties and Authority of General Counsels of Publicly Traded Companies

from S-4/A ~20 pages Lock-Up & Purchase Agreement Among Qdi & Members

from S-4/A ~20 pages Lock-Up and Purchase Agreement Among Qdi & Apollo

from S-4/A ~20 pages Lock-Up and Purchase Agreement Among Qdi & Ares

from S-4 ~10 pages Contribution Agrmt B/W Quality Distribution & Qdi

from S-4 ~5 pages Agreement Dated as of May 30, 2002

from S-4 ~20 pages Second AMENDED&RESTATED Registration Rights Agrmt

from S-4 ~5 pages Amendment No. 1 Dated as of April 2, 2002