EMPLOYMENT AGREEMENT

          This Employment Agreement (this ?Agreement?) is entered into as of August 19, 2004 by and between William Armstead (the ?Executive?) and Mobile Storage Group, Inc., a Delaware corporation (the ?Company?).

          WHEREAS, the Company and Executive desire that Executive serve as the Regional Vice President of the Southwest Region for the term and upon the other conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1. Position; Term; Condition Precedent; Responsibilities. The Company shall employ the Executive as its Regional Vice President of the Southwest Region for a term commencing on the date Executive commences work for the Company (the ?Commencement Date?) and ending on the date this Agreement is terminated pursuant to Article 3. The term of employment as prescribed in this Section 1.1 is hereinafter called the ?Employment Period?. Subject to the powers, authorities and responsibilities vested in the Board of Directors (the ?Board?) of the Company and in duly constituted committees of the Board under the Delaware General Corporation Law and the Company?s Certificate of Incorporation and Bylaws, the Executive shall have the responsibilities assigned to him by the President and Chief Executive Officer of the Company, including the execution of the business plans, and shall report to the President. The Executive shall also perform such other executive and administrative duties as the Executive may reasonably be expected to be capable of performing on behalf of the Company and its subsidiaries, as may from time to time be authorized or requested by the President. The Executive agrees to be employed by the Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2. Faithful Performance. During the Employment Period, the Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote substantially all of his business time and attention to the transaction of the business of the company and its subsidiaries and not engage in any other business activities except with the approval of the Board. The Executive covenants, warrants and represents to the Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which the Executive knows or should know will harm, in any way, the business or reputation of the Company or any of its subsidiaries.