MATRIX SERVICE CO
INTEREST RATE SWAP AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>4
<FILENAME>dex1021.txt
<DESCRIPTION>INTEREST RATE SWAP AGREEMENT
<TEXT>
<PAGE>

                                 EXHIBIT 10.21

(Local Currency--Single Jurisdiction)


                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                         dated as of February 1, 1998
                                     ----------------

       BANK ONE OKLAHOMA, N.A.       and      MATRIX SERVICE COMPANY
------------------------------------      ----------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       Interpretation

(a)      Definitions. The terms defined in Section 12 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      Inconsistency. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)      Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       Obligations

(a)      General Conditions.

(i)     Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of this Agreement

(ii)    Payments under this Agreement will be made on the due date for value on
that date in the place of the account specified in the relevant Confirmation or
otherwise pursuant to this Agreement, in freely transferable funds and in the
manner customary for payments in the required currency. Where settlement is by
delivery (that is, other than by payment), such delivery will be made for
receipt on the due date in the manner customary for the relevant obligation
unless otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.

(iii)   Each obligation of each party under Section 2(a)(i) is subject to (1)
the condition precedent that no Event of Default or Potential Event of Default
with respect to the other party has occurred and is continuing, (2) the
condition precedent that no Early Termination Date in respect of the relevant
Transaction has occurred or been effectively designated and (3) each other
applicable condition precedent specified in this Agreement.
<PAGE>

(b)      Change of Account. Either party may change its account for receiving
a payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      Netting.  If on any date amounts would otherwise be payable:--

         (i)    in the same currency; and

         (ii)   in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of branches or offices through which the parties make
and receive payments or deliveries.

(d)      Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into) that: --

(a)      Basic Representations.

         (i)    Status. It is duly organised and validly existing under the laws
         of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)   Powers. It has the power to execute this Agreement and any other
         documentation relating to this Agreement to which it is a party, to
         deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii)  No Violation or Conflict. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;
<PAGE>

         (iv)  Consents. All governmental and other consents that are required
         to have been obtained by it with respect to this Agreement or any
         Credit Support Document to which it is a party have been obtained and
         are in full force and effect and all conditions of any such consents
         have been complied with; and

         (v)   Obligations Binding. Its obligations under this Agreement and any
         Credit Support Document to which it is a party constitute its legal,
         valid and binding obligations, enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganization,
         insolvency, moratorium or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).

(b)      Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect

4.       Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      Furnish Specified Information. It will deliver to the other party any
forms, documents or certificates specified in the Schedule or any Confirmation
by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable.

(b)      Maintain Authorisations. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

5.       Events of Default and Termination Events

   (a)  Events of Default. The occurrence at any time with respect to a party
              or, if applicable, any Credit Support Provider of such party or
              any Specified Entity of such party of any of the following events
              constitutes an event of default (an "Event of Default") with
              respect to such party:--

         (i)   Failure to Pay or Deliver. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section 2(a)(i)
         or 2(d) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii)  Breach of Agreement. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2 (a) (i) or
         2 (d) or to give notice of a Termination Event) to be complied with or
         performed by the part in accordance with this Agreement if such failure
         is not remedied on or before the
<PAGE>

         thirtieth day after notice of such failure is given to the party;

         (iii)  Credit Support Default.

                (1)Failure by the party or any Credit Support Provider of such
                party to comply with or perform any agreement or obligation to
                be complied with or performed by it in accordance with any
                Credit Support Document if such failure is continuing after any
                applicable grace period has elapsed;

                (2)the expiration or termination of such Credit Support Document
                or the failing or ceasing of such Credit Support Document to be
                in full force and effect for the purpose of this Agreement (in
                either case other than in accordance with its terms) prior to
                the satisfaction of all obligations of such party under each
                Transaction to which such Credit Support Document relates
                without the written consent of the other party; or

                (3)the party or such Credit Support Provider disaffirms,
                disclaims, repudiates or rejects, in whole or in part, or
                challenges the validity of, such Credit Support Document;

         (iv)   Misrepresentation. A representation made or repeated or deemed
         to have been made or repeated by the party or any Credit Support
         Provider of such party in this Agreement or any Credit Support Document
         proves to have been incorrect or misleading in any material respect
         when made or repeated or deemed to have been made or repeated;

         (v)    Default under Specified Transaction. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after giving
         effect to any applicable notice requirement or grace period, there
         occurs a liquidation of, an acceleration of obligations under, or an
         early termination of, that Specified Transaction, (2) defaults, after
         giving effect to any applicable notice requirement or grace period, in
         making any payment or delivery due on the last payment, delivery or
         exchange date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi)   Cross Default. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of ( I ) a
         default, event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);

(vii)    Bankruptcy. The party, any Credit Support Provider of
                      such party or any applicable Specified Entity of such
                      party:--

         (1)  is dissolved (other than pursuant to a consolidation, amalgamation
         or merger); (2) becomes insolvent or is unable to pay its debts or
         tails or admits in writing its inability generally to pay its debts as
         they become due; (3) makes a general assignment, arrangement or
         composition with or for the benefit of its creditors; (4) institutes or
         has instituted against it a proceeding seeking a judgment of insolvency
         or bankruptcy or any other relief under any bankruptcy or insolvency
         law or other similar law affecting creditors' rights or a petition is
         presented for its
<PAGE>

                winding-up or liquidation, and, in the case of any such
                proceeding or petition instituted or presented against it, such
                proceeding or petition (A) results in a judgment of insolvency
                or bankruptcy or the entry of an order for relief or the making
                of an order for its winding-up or liquidation or (B) is not
                dismissed, discharged, stayed or restrained in each case within
                30 days of the institution or presentation thereof; (5) has a
                resolution passed for its winding-up, official management or
                liquidation (other than pursuant to a consolidation,
                amalgamation or merger); (6) seeks or becomes subject to the
                appointment of an administrator provisional liquidator,
                conservator, receiver, trustee, custodian or other similar
                official for it or for all or substantially all its assets; (7)
                has a secured party take possession of all or substantially all
                its assets or has a distress, execution, attachment,
                sequestration or other legal process levied, enforced or sued on
                or against all or substantially all its assets and such secured
                party maintains possession, or any such process is not
                dismissed, discharged, stayed or restrained, in each case within
                30 days thereafter; (8) causes or is subject to any event with
                respect to it which, under the applicable laws of any
                jurisdiction, has an analogous effect to any of the events
                specified in clauses (1) to (7) (inclusive); or (9) takes any
                action in furtherance of, or indicating its consent to, approval
                of, or acquiescence in, any of the foregoing acts; or

         (viii)  Merger Without Assumption. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer--

                (1) the resulting, surviving or transferee entity fails to
                assume all the obligations of such party or such Credit Support
                Provider under this Agreement or-any Credit Support Document to
                which it or its predecessor was a party by operation of law or
                pursuant to an agreement reasonably satisfactory to the other
                party to this Agreement; or

                (2) the benefits of any Credit Support Document fail to extend
                (without the consent of the other party) to the performance by
                such resulting, surviving or transferee entity of its
                obligations under this Agreement.

(b)      Termination Events. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, and, if specified to be applicable, a
Credit Event Upon Merger if the event is specified pursuant to (ii) below or an
Additional Termination Event if the event is specified pursuant to (iii)
below:--


         (i)   Illegality. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party):--

              (1) to perform any absolute or contingent obligation to make a
              payment or delivery or to receive a payment or delivery in respect
              of such Transaction or to comply with any other material provision
              of this Agreement relating to such Transaction; or

              (2) to perform, or for any Credit Support Provider of such party
              to perform, any contingent or other obligation which the party (or
              such Credit Support Provider) has under any Credit Support
              Document relating to such Transaction;

         (ii)   Credit Event Upon Merger. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party such part ("X"), any
         Credit Support Provider of X or any applicable Specified Entity of X
         consolidates or amalgamates with, or merges with or into, or transfers
         all or substantially all its assets to, another entity and such action
         does not constitute an event described in Section 5(a)(viii) but the
         creditworthiness of the resulting, surviving or transferee entity is
         materially weaker than that of X, such Credit Support Provider or such
         Specified Entity, as the case may be, immediately prior to such action
         (and in such event, X or its successor or trustee, as appropriate, will
         be the Affected Party); or
<PAGE>

         (iii) Additional Termination Event. If any "Additional Termination
         Event is specified in the Schedule or any Confirmation as applying, the
         occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such, Confirmation).

(b)   Event of Default and Illegality. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

         (i)   Notice. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)  Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
         occurs and there are two Affected Parties, each party will use all
         reasonable efforts to reach agreement within 30 days after notice
         thereof is given under Section 6(b)(i) on action to avoid that
         Termination Event.

         (iii) Right to Terminate If:--

               (1) an agreement under Section 6(b)(ii) has not been effected
               with respect to all Affected Transactions within 30 days after an
               Affected Party gives notice under Section 6(b)(i); or

               (2) an illegality other than that referred to in Section
               6(b)(ii), a Credit Event Upon Merger or an Additional Termination
               Event occurs,

         either party in the case of an Illegality, any Affected Party in the
         case of an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day such
         notice is effective as an Early Termination Date in respect of all
         Affected Transactions.

(c)      Effect of Designation.

         (i) If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.
<PAGE>

         (ii) Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(d) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      Calculations.

         (i)  Statement. On or as soon as reasonably practicable following the
         occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated in Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)  Payment Date. An amount calculated as being due in respect of any
         Early Termination Date under Section 6(e) will be payable on the day
         that notice of the amount payable is effective (in the case of an Early
         Termination Date which is designated or occurs as a result of an Event
         of Default) and on the day which is two Local Business Days after the
         day on which notice of the amount payable is effective (in the case of
         an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment), from (and including) the relevant Early Termination
         Date to (but excluding) the date such amount is paid, at the Applicable
         Rate. Such interest will be calculated on the basis of daily
         compounding and the actual number of days elapsed.

(e)      Payments on Early Termination. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the 'First Method" or the "Second Method". If the parties
fail to designate a payment measure or payment method in the Schedule, it will
be deemed that "Market Quotation" or the "Second Method", as the case may be,
shall apply. The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any Set-off.

         (i)  Events of Default. If the Early Termination Date results from an
         Event of Default:--

              (1) First Method and Market Quotation. If the First Method and
              Market Quotation apply, the Defaulting Party will pay to the
              Non-defaulting Party the excess, if a positive number, of (A) the
              sum of the Settlement Amount (determined by the Non-defaulting
              Party) in respect of the Terminated Transactions and the Unpaid
              Amounts owing to the Non-defaulting Party over (B) the Unpaid
              Amounts owing to the Defaulting Party.

              (2) First Method and Loss. If the First Method and Loss apply, the
              Defaulting Party will pay to the Non-defaulting Party, if a
              positive number, the Non-defaulting Party's Loss in respect of
              this Agreement.

              (3) Second Method and Market Quotation. If the Second Method and
              Market Quotation apply, an amount will be payable equal to (A) the
              sum of the Settlement Amount (determined by the Non-defaulting
              Party) in respect of the Terminated Transactions and the Unpaid
              Amounts owing to the Non-defaulting Party less (B) the Unpaid
              Amounts owing to the Defaulting Party. If that amount is a
              positive number, the Defaulting Party will pay it to the
              Non-defaulting Party; if it is a negative number, the
              Non-defaulting Party will pay the absolute value of that amount to
              the Defaulting Party.

              (4) Second Method and Loss. If the Second Method and Loss apply,
              an amount will be payable equal to the Non-defaulting Party's Loss
              in respect of this Agreement. If that amount is a positive number,
              the Defaulting Party will pay it to the Non-defaulting Party; if
              it is a negative number, the Non-defaulting Party will pay the
              absolute value of that amount to the
<PAGE>

               Defaulting Party.

         (ii)  Termination Events. If the Early Termination Date results from a
         Termination Event:--

               (1) One Affected Party. If there is one Affected Party, the
               amount payable will be determined in accordance with Section
               6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
               if Loss applies, except that, in either case, references to the
               Defaulting Party and to the Non-defaulting Party will be deemed
               to be references to the Affected Party and the party which is not
               the Affected Party, respectively, and, if Loss applies and fewer
               than all the Transactions are being terminated, Loss shall be
               calculated in respect of all Terminated Transactions.

               (2)  Two Affected Parties. If there are two Affected Parties:--

                    (A) if Market Quotation applies, each party will determine a
                    Settlement Amount in respect of the Terminated Transactions,
                    and an amount will be payable equal to (I) the sum of (a)
                    one-half of the difference between the Settlement Amount of
                    the party with the higher Settlement Amount ("X') and the
                    Settlement Amount of the party with the lower Settlement
                    Amount ("Y") and (b) the Unpaid Amounts owing to X less (II)
                    the Unpaid Amounts owing to Y; and

                    (B) if Loss applies, each party will determine its Loss in
                    respect of this Agreement (or, if fewer than all the
                    Transactions are being terminated, in respect of all
                    Terminated Transactions) and an amount will be payable equal
                    to one-half of the difference between the Loss of the party
                    with the higher Loss ("X") and the Loss of the party with
                    the lower Loss ("Y").

         If the amount payable is a positive number, Y will pay it to X; if it
         is a negative number, X will pay the absolute value of that amount to
         Y.

         (iii) Adjustment for Bankruptcy. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)  Pre-Estimate. The parties agree that if Market Quotation applies
         an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       Transfer

Neither this Agreement nor any interest or obligation in or under this Agreement
may be transferred (whether by way of security or otherwise) by either party
without the prior written consent of the other party, except that--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is nor in compliance with this Section will be void.

8.       Miscellaneous
<PAGE>

(a)      Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      Amendments. No amendment, modification or waiver is respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii) the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      Remedies Cumulative. Except as provided in this Agreement the rights
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      Counterparts and Confirmations.

         (i)   This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii)  The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      No Waiver of Rights. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

9.       Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees,
incurred by such other party by reason of the enforcement and protection of its
rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.

10.      Notices

(a)      Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)  if in writing and delivered in person or by courier on the date
         it is delivered;

         (ii) if sent by telex on the date tile recipient's answerback; is
         received:
<PAGE>

         (iii) if sent by facsimile transmission, on the date that transmission
         is received by a responsible employee of the recipient in legible form
         (it being agreed that the burden of proving receipt will be on the
         sender and will not be met by a transmission report generated by the
         sender's facsimile machine);

         (iv)  if sent by certified or registered mail (airmail. if overseas) or
         the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)   if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      Change of Addresses. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

11.      Governing Law and Jurisdiction

(a)      Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      Jurisdiction. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings") each party irrevocably:--

         (i)  submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii) waives any objection which it may have at any time to the laying
         of venue of any Proceedings brought in any such court, waives any claim
         that such Proceedings have been brought in an inconvenient forum and
         further waives the right to object, with respect to such Proceedings,
         that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      Waiver of Immunities. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of properly, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

12.      Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).
<PAGE>

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, all Transactions affected by the occurrence of such
Transaction Event and (b) with respect to any other Transaction Event, all
Transactions.

"Affiliate" means, subject to the Schedule in relation to any person, any entity
controlled, directly or indirectly, by the person, any entity that controls,
directly or indirectly the person or any entity directly or indirectly under
common control with the person. For this purpose, "control" of an entity or
person means ownership of a majority of the Voting power of the entity or
person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iii).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Law" includes any treaty, law, rule or regulation and "lawful" and "unlawful"
will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located, (c) in
relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to
such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, an amount that party reasonably
determines in good faith to be its total losses and costs
<PAGE>

(or gain, in which case expressed as a negative number) in connection with this
Agreement or that Terminated Transaction or group of Terminated Transaction's,
as the case may be, including any loss of bargain, cost of funding or, at the
election of such party but without duplication, loss or cost incurred as a
result of its terminating, liquidating, obtaining or reestablishing any hedge or
related trading position (or any gain resulting from any of them) Loss includes
losses and costs (or gains) in respect of any payment or delivery required to
have been made (assuming satisfaction of each applicable condition precedent) on
or before the relevant Early Termination Date and not made, except, so as to
avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss
does not include a party's legal fees and out-of-pocket expenses referred to
under Section 9. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the earliest
date thereafter as is reasonably practicable A party may (but need not)
determine its Loss by reference to quotations of relevant rates or prices from
one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Scheduled Payment Date" means a dale on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset. combination of accounts. right of retention or
withholding or similar right or
<PAGE>

requirement to which the payer of an amount under Section 6 is entitled or
subject (whether arising under this Agreement, another contract, applicable law
or otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means with respect to a party and any Early Termination
Date, the sum of:-

(a)  the Market Quotation (whether positive or negative) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation is
determined; and

(b)  such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or, any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Event" means an Illegality or, if specified to be applicable, a
Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the fair market values reasonably determined by both
parties.
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.



BANK ONE, OKLAHOMA, N.A.                MATRIX SERVICE COMPANY
           (Name of Party)                       (Name of Party)



By:     /s/                             By:     /s/
     ---------------------------            ----------------------------

     Name:  Mark A. Poole               Name:  C. William Lee
     Title: Sr. Vice President         Title:  Vice President - Finance
     Date:  March 2, 1998               Date:  March 2, 1998
<PAGE>

(Local Currency-Single Jurisdiction)

                                    ISDA(R)

             International Swaps and Derivatives Association, Inc.

                                   SCHEDULE
                                    to the
                               MASTER AGREEMENT

                         Dated as of February 1, 1998

                                    between

                           BANK ONE, OKLAHOMA N.A.,
                        a national banking association
            with its main office located in Oklahoma City, Oklahoma
                                  ("Party A")

                                      and

                            MATRIX SERVICE COMPANY,
                            a Delaware corporation
            with its principal place of business in Tulsa, Oklahoma
                                  ("Party B")

Part 1. Termination Provisions and Certain Other Matters

In this Agreement:

(a)  "Specified Entity" will apply to Party A and to Party B and will mean, for
purposes of Sections 5(a)(v) 5(a)(vi) and 5(a)(vii) of this Agreement, for Party
A any Affiliate of Party A and for Party B any Affiliate of Party B.

(b)  "Specified Transaction " includes for Party A and for Party B, in addition
to the transactions specified in Section 12 of this Agreement, any transaction
between Party A (or any Affiliate of Party A), on the one hand, and Parry B (or
any Affiliate of Party B), on the other.

(c)  The "Cross Default" provisions of Section 5(a)(vi) of this Agreement will
apply to Party A and will apply to Party B and, with respect thereto, "Specified
Indebtedness" will have the meaning specified in Section 12 of this Agreement
and "Threshold Amount" will mean for Party A three percent (3%) of the equity of
Bank One Corporation and for Party B the term specified in the Credit: Agreement
entered into between Party A and Party B referenced in Annex A (including the
United States Dollar equivalent on the date of any Cross Default of any
obligation stated in any other currency).

(d)  The "Credit Event upon Merger" provisions of Section s(b)(ii) will apply to
Party A and will apply to
<PAGE>

Party B.

(e)      The "Automatic Early Termination " provision of Section 6(a) will not
apply to Party A or to Party B.

(f)      Payments on Early Termination for the purpose of Section 6(e):

         (i)      Market Quotation will apply.

         (ii)     The Second Method will apply

(g)      Additional Termination Event will not apply.

Part 2.  Agreement to Deliver Documents

Each Party agrees to deliver to the other Party, upon execution of this
Agreement and upon consummation of any Transaction, such evidence as the other
Party may reasonably require (including, without limitation, an opinion
reasonably acceptable in form and substance to the other Party's of legal
counsel reasonably acceptable to the other Party) that each Party is duly
authorized to enter into this Agreement or into such Transaction and that the
person(s) executing this Agreement or any Confirmation on the other Party's
behalf is duly authorized by the Party to do so.

Part 3.  Miscellaneous

(a)      Addresses for Notices. For the purpose of Section 10(a) of this
Agreement:

         Address for notices or communications to Party A:

         Address:          150 East Gay Street, 17/th/ Floor
                           Columbus, Ohio 43271-0103

         Attention:        Swap Operations

         Facsimile No.:    614/248-1241         Telephone No.:     614/248-2982

         Address for notices or communications to Party B:

         Address:          10701 East UTE Street
                           Tulsa, Oklahoma 741116-1517

         Attention:        C. William Lee or Doyl West

         Facsimile No.: 918/838-8810             Telephone No:     918/838-8822

(b)      Calculation Agent. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.

(c)      Credit Support Document. Does not apply to Party A and, with respect
to Party B, means each contract agreement, instrument and other document listed
in Annex A hereto, each of which is intended by both Parties to secure the full
and timely performance of Party B's obligations under this Agreement. Annex A is
hereby incorporated herein in its entirety.
<PAGE>

(d)      Credit Support Provider. Does not apply to Party A and, with respect
to Party B, means each party to any Credit Support Document of Party B other
than Parry A or Party B, any Affiliate of Party A, and any other secured party
under any such Credit Support Document.

(e)      Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to choice
of law doctrine).

(f)      Netting of Payments. Subparagraph (ii) of Section 2(c) Will not apply
to any Transaction unless otherwise provided in the Confirmation for such
Transaction.

(g)      "Affiliate" means, with respect to each Party, any entity that,
directly or indirectly, controls, is controlled by, or is under common control
with such Party. For this purpose, a person shall be deemed to "control" any
entity if such person, directly or indirectly or acting through one or more
other persons, (a) owns, controls or has the power to vote 50% or more of any
class of voting securities of such entity, (b) is a general partner of such
entity, (c) controls in any manner the election of a majority of the directors,
trustees or other similar officials of such entity, or (d) otherwise exercises a
controlling influence over the management or policies of such entity.

(h)      "Party" means Party A and/or Party B, as the context may require.


Part 4.  Other Provisions

(a)      Additional Representations. Each Party hereby represents and warrants
to the other Party (which representations will be deemed to be repeated by each
Party on each date on which a Transaction is entered into) as follows:

         (i)    The necessary action to authorize referred to in the
         representation in Section 3(a)(ii) includes all authorizations, if any,
         required by such Party under the Federal Deposit Insurance Act, as
         amended, including amendments effected by the Financial Institutions
         Reform, Recovery, and Enforcement Act of 1989, and under any agreement,
         writ, decree, or order entered into with such party's supervisory
         authorities;

         (ii)   This Agreement is a "qualified financial contract" as defined in
         Section 11(e)(8)(D)(i) of the Federal Deposit Insurance Act, 12
         U.S.C.ss.1821(e)(8)(D)(i); a "swap agreement" as defined in Section
         11(e)(8)(D)(vi) of the Federal Deposit Insurance Act, 12
         U.S.C.ss.1821(e)(8)(D)(vi); and a "swap agreement" as defined in
         Section 101(53B) of the Bankruptcy Code, 11 U.S.C.ss.101(53B);

         (iii)  It is not relying (for purposes of making any investment
         decision or otherwise) upon any advice, counsel or representations
         (whether written or oral) of the other party to this Agreement, other
         than the representations expressly set forth in this Agreement, each
         Credit Support Document and in any Confirmation;

         (iv)   It has consulted with its own legal, regulatory, tax, business,
         investment, financial and accounting advisors to the extent it has
         deemed necessary, and has made its own investment, hedging and trading
         decisions (including decisions regarding the suitability of any
         Transaction pursuant to this Agreement) based upon its own judgment and
         upon any advice from such advisors as it has deemed necessary and not
         upon any view expressed by the other party to this Agreement;

         (v)    It has a full understanding of all the terms, conditions and
         risks (economic and otherwise) of this Agreement, each Credit Support
         Document and each Transaction, and is capable of assuming and willing
         to assume (financially and otherwise) such risks;
<PAGE>

         (vi)   It is entering into this Agreement, each Credit Support Document
                and each Transaction for the purposes of managing its borrowings
                or investments, hedging its underlying assets or liabilities or
                in connection with a line of business, and not for purposes of
                speculation; and

         (vii)  It is entering into this Agreement and will enter into all
                Transactions as principal and in connection with its business or
                the management of its business, and not as agent or in any other
                capacity, fiduciary or otherwise.

(b)      Exchange of Confirmations. Anything in this Agreement to the contrary
notwithstanding, for each Transaction entered into hereunder, Party A shall
promptly send to Party B a Confirmation, via telex or facsimile transmission, in
such form as the parties may from time to time agree. The parties agree that any
such exchange of telexes or facsimile transmissions shall constitute a
Confirmation for all purposes hereunder.

(c)      Right of Set-Off. If an Early Termination Date occurs as the result of
(i) an Event of Default or (ii) a Termination Event with respect to which there
is only one Affected Party, the Non-Defaulting or Non-Affected Party may Set-off
(x) against any amount due and payable 6y it under Section 6(e) of this
Agreement, any Other Obligations of the Defaulting or Affected Party; and (y)
against any of its Other Obligations, any amount due and payable to it under
Section 6(e) of this Agreement. A Party may exercise such Set-off rights without
prior notice to the other Party, but shall notify the other Party promptly after
any exercise of such rights. If the amount of any Other Obligation Set-off is
unascertained, the Non-Defaulting or Non-Affected Party may in good faith
estimate such amount and Set-off based on such estimate, subject to an
accounting to the other Party when such amount is ascertained, and to
appropriate adjustment. The Set-off rights of each Party hereunder shall be in
addition to, and not in lieu of, such other remedies, including such other set-
off rights, as such Party may have by contract, operation of law, in equity or
otherwise. As used herein, the term "Other Obligations" means, with respect to
either Party, any amount payable by it or any of its Affiliates to the other
Party, whether such amount is payable under this Agreement, another contract,
applicable law or otherwise, and whether such amount is due at the time in
question, in the future or subject to a contingency.

(d)      Events of Default/Termination Event/Designation of Early Termination
Date. Notwithstanding the terms of Sections 5 and 6 of this Agreement, if at any
time and so long as one of the Parties to this Agreement ("X") shall have
satisfied in full all its payment and delivery obligations under Section 2(a)(i)
of this Agreement and shall at such time have no future payment or delivery
obligations thereunder, whether absolute or contingent, then unless the other
Party ("Y") is required pursuant to appropriate proceedings to return to X or
otherwise returns to X upon demand of X any portion of any such payment or
delivery; (i) the occurrence of an event described in Section 5(a) of this
Agreement with respect to X, any Credit Support Provider of X or any Specified
Entity of X shall not constitute an Event of Default with respect to X as the
Defaulting Party and (ii) Y shall be entitled to designate an Early Termination
Date pursuant to Section 6 of this Agreement only as a result of the occurrence
of a Termination Event set forth in Section 5(b)(i) with respect to Y as the
Affected Party.

(e)      Condition to Payments. The condition precedent in Section 2(a)(iii)(1)
does not apply to a payment and delivery owing by a Party if the other Party
shall have satisfied in full all its payment or delivery obligations under
Section 2(a)(i) of this Agreement and shall at the relevant time have no future
payment or delivery obligations, whether absolute or contingent, under Section
2(a)(i).
<PAGE>

ACCEPTED AND AGREED:


BANK ONE, OKLAHOMA, N.A.                     MATRIX SERVICE COMPANY



By:     /s/ Mark A. Poole                    By:    /s/  C. William Lee
     -----------------------------               ----------------------------
Name:  Mark A. Poole                         Name:  C. William Lee
       -------------                                --------------
Title: Sr. Vice President                    Title:  Vice President - Finance
       ------------------                            ------------------------
<PAGE>

                                    ANNEX A
                                    -------

                           Credit Support Documents

Each of the following is a Credit Support Document of Party B for purposes of
this Agreement, and is intended by both Parties to secure the full and timely
performance of Party B's obligations under this Agreement:


1.       Those certain Security Agreements dated August 30, 1994 by each of
         Matrix Service Company, Matrix Service, Inc., Midwest Industrial
         Contractors, Inc., Matrix Service Mid-Continent, Inc., Petrotank
         Equipment, Inc., Tank Supply Inc., San Luis Tank Piping Construction
         Co., Inc., Colt Construction Co., Inc., Midwest International, Inc.,
         Georgia Steel Acquisition Corporation, Steel Fabricators, Inc., Brown
         Steel Contractors, Inc., West Coast Industrial Coatings, Inc., Midwest
         Service Company, Heath Engineering, Ltd., and Heath (Tank Maintenance)
         Engineering, Ltd., as debtors, in favor of Liberty Bank and Trust
         Company of Tulsa, National Association as secured party.

2.       That certain Security Agreement dated January 8, 1996 by Mayflower
         Vapor Seal Corporation, as debtor, in favor of Liberty Bank and Trust
         Company of Tulsa, National Association, as secured party.

3.       Those certain Security Agreements dated June 19, 1997 by each of
         General Services, Inc., Mainserve-Allentech, Inc., and Maintenance
         Services, Inc., as debtors, in favor of Liberty Bank and Trust Company
         of Tulsa, National Association, as secured party.
<PAGE>

TO:            MATRIX SERVICE COMPANY TULSA
ATTN:          MIKE HALL
FAX NO:        1(918)838-8810
DATE:          23 May 2001
RE. OUR REF:   34344

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between MATRIX SERVICE
COMPANY and BANK ONE, OKLAHOMA, N.A. on the Trade Date specified below. This
Transaction shall be governed by the ISDA MASTER AGREEMENT dated as of 01
February 1998 between the parties (the "Agreement"), and this letter shall
constitute a Confirmation thereunder.

The definitions and provisions contained in the 1991 ISDA Definitions (as
supplemented by the 1998 Supplement and further amended and supplemented by the
1998 ISDA Euro Definitions) (the "Definitions")` as published by the

International Swaps and Derivatives Association, Inc. are incorporated into this
Confirmation. In the event of any inconsistency between the Definitions and
provisions and this Confirmation, this Confirmation will govern.

We are pleased to confirm the terms of the Transaction described below between
MATRIX SERVICE COMPANY and BANK ONE, OKLAHOMA, N.A..

TERM
----

TRADE DATE:              23 May 2001
EFFECTIVE DATE:          1 June 2001
TERMINATION DATE:        1 June 2006, subject to adjustment in accordance with
                         the Modified Following Business Day Convention.
NOTIONAL AMOUNT:         The following amounts corresponding to the following
                         respective periods (dates subject to the Business Day
                         Convention specified below):

                         Period (from and including to but excluding) Amount

<TABLE>
                         <S>                      <C>                      <C>   <C>
                         1 June 2001              1 July 2001              USD   6,000,000.00
                         1 July 2001              1 August; 2001           USD   5,966,666.67
                         1 August 2001            1 September 2001         USD   5,933,333.34
                         1 September 2001         1 October 2001           USD   5,900,000.01
                         1 October 2001           1 November 2001          USD   5,866,666.68
                         1 November 2001          1 December 2001          USD   5,833,333.35
                         1 December 2001          1 January 2002           USD   5,800,000.02
                         1 January 2002           1 February 2002          USD   5,766,666.69
</TABLE>

                                     -107-
<PAGE>

<TABLE>
                         <S>                      <C>                      <C>   <C>
                         1 February 2002          1 March 2002             USD   5,733,333.36
                         1 March 2002             1 April 2002             USD   5,700,000.03
                         1 April 2002             1 may 2002               USD   5,666,666.70
                         1 May 2002               1 June 2002              USD   5,633,333.37
                         1 June 2002              1 July 2002              USD   5,600,000.04
                         1 July 2002              1 August 2002            USD   5,566,666.11
                         1 August 2002            1 September 2002         USD   5,533,333.38
                         1 September 2002         1 October 2002           USD   5,500,000.05
                         1 October 2002           1 November 2002          USD   5,466,666.72
                         1 November 2002          1 December 2002          USD   5,433,333.39
                         1 December 2002          1 January 2003           USD   5,400,000.06
                         1 January 2003           1 February 2003          USD   5,366,666.73
                         1 February 2003          1 March 2003             USD   5,333,333.40
                         1 March 2003             1 April 2003             USD   5,300,000.07
                         1 April 2003             1 May 2003               USD   5,266,666.74
                         1 May 2003               1 June 2003              USD   5,233,333.41
                         1 June 2003              1 July 2003              USD   5,200,000.08
                         1 July 2003              1 August 2003            USD   5,166,666.75
                         1 August 2003            1 September 2003         USD   5,133,333.42
                         1 September 2003         1 October 2003           USD   5,100,000.09
                         1 October 2003           1 November 2003          USD   5,066,666.76
                         1 November 2003          1 December 2003          USD   5,033,333.43
                         1 December 2003          1 January 2004           USD   5,000,000.10
                         1 January 2004           1 February 2004          USD   4,966,666.77
                         1 February 2004          1 March 2004             USD   4,933,333.44
                         1 March 2004             1 April 2004             USD   4,900,000.11
                         1 April 2004             1 May 2004               USD   4,866,666.78
                         1 May 2004               1 June 2004              USD   4,833,333.45
                         1 June 2004              1 July 2004              USD   4,800,000.12
                         1 July 2004              1 August 2004            USD   4,766,666.79
                         1 August 2004            1 September 2004         USD   4,733,333.46
                         1 September' 2004        1 October 2004           USD   4,700,000.13
                         1 October 2004           1 November 2G04          USD   4,666,666.80
                         1 November 2004          1 December 2004          USD   4,633,333.47
                         1 December' 2004         1 January 2005           USD   4,600,000.14
                         1 January 2005           1 February 2005          USD   4,566,666.81
                         1 February 2005          1 March 2005             USD   4,533,333.48
                         1 March 2005             1 April 2005             USD   4,500,000.15
                         1 April 2005             1 May 2005               USD   4,466,666.82
                         1 May 2005               1 June 2005              USD   4,433,333.49
                         1 June 2005              1 July 2005              USD   4,400,000.16
                         1 July 2005              1 August. 2005           USD   4,366,666.83
                         1 August 2005            1 September 2005         USD   4,333,333.50
                         1 September 2005         1 October 2005           USD   4,300,000.17
                         1 October 2005           1 November 2005          USD   4,266,666.84
                         1 November' 2005         1 December 2005          USD   4,233,333.51
                         1 December' 2005         1 January 2006           USD   4,200,000.18
                         1 January 2006           1 February 2006          USD   4,166,666.85
                         1 February 2006          1 March 2006             USD   4,133,333.52
                         1 March 2006             1 April 2006             USD   4,100,000.19
                         1 April 2006             1 May 2006               USD   4,066,666.86
                         1 May 2006               1 June 2006              USD   4,033,333.53
</TABLE>

                                     -108-
<PAGE>

FIXED AMOUNTS
-------------

FIXED RATE PAYER:         MATRIX SERVICE COMPANY

FIXED RATE PAYER
PAYMENT DATES:            Each 1 January, 1 February, 1 March, 1 April, 1 May, 1
                          June, 1 July, 1 August, 1 September, 1 October, 1
                          November, 1 December from and including 2 July 2001,
                          to and including 1 June 2006, subject to adjustment in
                          accordance with the Modified Following Business Day
                          Convention

FIXED RATE:               5.73%
FIXED RATE DAY
COUNT FRACTION:           Actual/360
ROUNDING CONVENTION:      As per ISDA
BUSINESS DAYS:            London, New York

FLOATING AMOUNTS
----------------

FLOATING RATE PAYER:      BANK ONE, OKLAHOMA, N.A.

FLOATING RATE PAYER
PAYMENT DATES:            Each 1 January, 1 February, 1 March, 1 April, 1 May, 1
                          June, 1 July, 1 August, 1 September, 1 October, 1
                          November, 1 December from and including 2 July 2001,
                          to and including 1 June 2006, subject to adjustment in
                          accordance with the Modified Following Business Day
                          Convention.

FLOATING RATE FOR INITIAL
CALCULATION PERIOD:       To Be Set

FLOATING RATE OPTION:     USD-LIBOR-BBA

DESIGNATED MATURITY:      1 Month

FLOATING RATE DAY COUNT
FRACTION:                 Actual/360

RESET DATES:              The first day of each Calculation Period

                                     -109-
<PAGE>

ROUNDING CONVENTION:     As per ISDA
BUSINESS DAYS:           London, New York



ADDITIONAL PROVISIONS
---------------------

NEGATIVE INTEREST RATES: Applicable



ACCOUNT DETAILS
---------------

Payments to MATRIX SERVICE COMPANY in USD:

PAY TO:               BANK ONE, OKLAHOMA, NA,
ABA NUMBER:           103000648
FOR THE ACCOUNT OF:   MATRIX SERVICE COMPANY,
ACCOUNT NUMBER:       028-004046
ATTN OR REF:          SWAP PAYMENT

Payments to BANK ONE, OKLAHOMA, N.A. in USD:

PAY TO:               BANK ONE NA,
ABA NUMBER:           071000013
FOR THE ACCOUNT OF:   BANK ONE, NA
ACCOUNT NUMBER:       481189870000
ATTN OR REF:          GLOBAL DERIVATIVES

Dealing, with Confirmations on our behalf:

     GLOBAL DERIVATIVE PRODUCTS  1(312)732-2148

                                     -110-
<PAGE>

Dealing with Settlements on our behalf:
     Global Derivative Products  1(312)7324333

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this letter and returning all pages of this letter via
facsimile to 312-336-4403/312-732-3465.

                                              Yours sincerely,
                                              BANK ONE, OKLAHOMA, N.A.
                                              By:

                                              /s/

                                              Name: Antoinette E. Galvin
                                              Title: Assistant Vice President

Confirmed as of the date first above written:

MATRIX SERVICE COMPANY
By

   /s/
----------------------------------------------
Name:  Michael J. Hall
Title:  Vice President Finance, CFO


RE: OUR REF: 34344

                                     -111-

</TEXT>
</DOCUMENT>
