IT Group Holdings (fka ITGL)

[TechKim]

Consulting Agreements and Related Party Transactions

During October 2006, the Company entered into a consulting service agreement with Access Line Investments Limited for marketing, development, and investment planning services for a monthly fee of $12,500. The services provided under this agreement shall be ongoing unless terminated by either party giving no less than six months notice in writing or unless terminated earlier.

On November 1, 2005, ITPLC entered into a consulting agreement with Carmenna Limited, which is 80% owned by the Chairman of the Company. Pursuant to such agreement, Carmenna Limited agreed to provide certain consulting services to ITPLC through December 31, 2008 in consideration for a minimum fee of £Sterling 1,000 per month ($2,006 at June 30, 2007). The agreement was extended effective February 1, 2007 through December 31, 2008 with a monthly fixed rate of £Sterling 5,000 per month ($10,031 at June 30, 2007).

On November 1, 2005, the Company entered into a consulting and support services agreement with Business Development & Consulting Limited, of which the Chairman is one of its beneficiaries. The agreement provides for strategy, planning and finance support at a monthly fee of $10,000, and can be terminated by either party on six months’ notice. The Company paid $30,000 for each of the six months ended June 30, 2007 and 2006, respectively, pursuant to this agreement.

On February 9, 2007 the Company entered into an agreement with Aurelius Consulting Group (an affiliate of RedChip Companies) for investor relations services at the monthly fee of $8,000 and granted 250,000 warrants with an exercise price of $0.30 and 250,000 warrants with an exercise price of $0.50 expiring February 9, 2012. The Company incurred a stock based compensation charge of approximately $160,000.

Other

On October 13, 2006, Marcum & Kliegman LLP (“M&K”), the Company’s independent registered public accounting firm, advised us that they had been requested by the SEC to furnish to the SEC specified financial and other documents for the Company in M&K’s possession and control, as well as financial and other documents for three other unrelated companies. M&K has cooperated fully with the SEC in its response to this request.