KEITH COMPANIES INC S-1

S-1

REGISTRATION STATEMENT

EX-2.1

ASSET PURCHASE AGREEMENT

EX-2.2

AGREEMENT FOR ACQUISITION

EX-2.3

STOCK PURCHASE AGREEMENT

EX-3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

EX-3.2

AMENDED AND RESTATED BYLAWS OF THE REGISTRANT

EX-10.2

FORM OF INDEMNIFICATION AGREEMENT

EX-10.3

SECURITY AND LOAN AGREEMENT

EX-10.4

FIRST AMENDMENT TO SECURITY & LOAN AGREEMENT

EX-10.5

SECOND AMENDMENT TO SECURITY LOAN AGREEMENT

EX-10.6

THIRD AMENDMENT TO SECURITY AND LOAN AGREEMENT

EX-10.7

FOURTH AMENDMENT TO SECURITY AND LOAN AGREEMENT

EX-10.8

GENERAL SECURITY AGREEMENT

EX-10.9

COMMERCIAL SECURITY AGREEMENT

EX-10.10

WAIVER

EX-10.11

LEASE DATED AUGUST 16, 1989

EX-10.12

LEASE DATED JANUARY 1, 1996

EX-10.13

AGREEMENT REGARDING LEASE AND ASSIGNMENT

EX-10.14

AGREEMENT FOR ADVISORY SERVICES

EX-10.15

SECURITY AGREEMENT DATED APRIL 10, 1997

EX-10.16

PROMISSORY NOTE DATED AUGUST 1, 1996

EX-10.17

AMENDMENT TO PROMISSORY NOTE

EX-10.18

SECOND AMENDMENT TO PROMISSORY NOTE

EX-10.19

UNSECURED PROMISSORY NOTE

EX-10.20

UNSECURED PROMISSORY NOTE

EX-10.21

UNSECURED PROMISSORY NOTE

EX-10.22

UNSECURED PROMISSORY NOTE

EX-10.23

UNSECURED PROMISSORY NOTE

EX-10.24

UNSECURED PROMISSORY NOTE

EX-10.25

AMENDED AND RESTATED PROMISSORY NOTE

EX-10.26

AMENDED AND RESTATED PROMISSORY NOTE

EX-10.27

RESTATED AND AMENDED PROMISSORY NOTE

EX-10.28

EMPLOYMENT AGREEMENT

EX-10.29

EMPLOYMENT AGREEMENT

EX-10.30

EMPLOYMENT AGREEMENT

EX-10.31

PROMISSORY NOTE DATED 2/21/1997

EX-10.32

PROMISSORY NOTE DATED 2/26/1997

EX-10.33

PROMISSORY NOTE DATED 2/10/1998

EX-23.1

CONSENT OF INDEPENDENT AUDITORS

EX-27

FINANCIAL DATA SCHEDULE