CONSULTING AGREEMENT

           THIS CONSULTING AGREEMENT (this ?Agreement?) is entered into as of this 1st day of May, 2003 by and between Mobile Storage Group, Inc., a California corporation, with an address of 7590 North Glenoaks Boulevard, Burbank, California 91504 (the ?Company?), and Ronald F. Valenta, residing at 5200 Jessen Drive, La Canada, California 91011 (?Consultant?).

R E C I T A L S

          A. WHEREAS, Consultant has training, expertise, and prior experience in areas related to the business or needs of the Company,

          B. WHEREAS, the Company desires to retain the services of Consultant and pay Consultant fees in connection with the delivery to third parties of certain personal guarantees of Consultant for the benefit of Company.

          C. WHEREAS, Consultant desires to furnish his services to the Company on the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

           1. Consulting Services.

                      1.1 Commencing on the date of this Agreement (the ?Effective Date?) and continuing (unless terminated earlier pursuant to Section 4 hereof) until one (1) year from the Effective Date, Consultant shall consult with the Company regarding the tasks set forth in Exhibit A attached hereto and such tasks and assignments as directed by the Chief Executive Officer or President (the ?Executive Officer?). This Agreement shall renew automatically for additional one (1)-year terms unless either party shall deliver written notice of termination to the other no later than 90 days prior to the end of the then-current term.

                      1.2 Consultant shall have exclusive control over the means and manner by which the services called for by this Agreement are performed.

                      1.3 Consultant shall devote so much of his productive time, ability and attention as is necessary to perform consulting services as requested or assigned by the Executive Officer. Consultant may render services of a business or commercial nature to other persons or entities during the term of this Agreement.

          2. Compensation. In consideration of the services to be rendered by Consultant hereunder, the Company agrees to compensate Consultant as follows. During the term hereof, the Company will pay Consultant the following amounts: (a) $13,182.79 per month in advance for services rendered pursuant to this Agreement and for the delivery to third parties

of certain personal guarantees of Consultant for the benefit of the Company; and (b) $25,000 per year for service as the Chairman of the Board of Directors (the ?Board?) of the Company (payable at the times which are consistent with the payment of fees to members of the Board). The foregoing fees shall be Consultant?s sole compensation for all services rendered by Consultant hereunder.

          3. Expenses. The Company shall reimburse Consultant for expenses incurred by him during the term of this Agreement in the performance of his duties as a consultant for the Company; provided, however, that the Company shall not be obligated to reimburse Consultant for any expenses which have not been approved in advance by the Company.

          4. Termination.

                     4.1 Termination for Cause. Consultant understands and agrees that this Agreement may be terminated by the Company for ?cause? upon written notice to Consultant in the manner set forth in Section 7.3 below. ?Cause? shall mean a finding by the Board in good faith that such Consultant has (i) been engaged in an act or acts of dishonesty that resulted directly or indirectly in more than an aggregate of $5,000 in gain or personal enrichment to Consultant at the expense of the Company; (ii) breached this Agreement in any material respect; (iii) been convicted of any felony offense involving fraud, theft or dishonesty at any time; (iv) been incarcerated for more than 10 days during the term of this Agreement, or (v) failed to substantially perform duties persisting for a reasonable period following written notice.

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