EXHIBIT
        10.16

      


      REGISTRATION
        RIGHTS AGREEMENT

       

      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of
        the       
        day
        of                 ,
        2005,
        by and among: Industrial Services Acquisition Corp., a Delaware corporation
        (the
“Company”); and the undersigned parties listed under Investors on the signature
        page hereto (each, an “Investor” and collectively, the
“Investors”).

       

      WHEREAS,
        the Investors currently hold all of the issued and outstanding securities
        of the
        Company;

       

      WHEREAS,
        the Investors and the Company desire to enter into this Agreement to provide
        the
        Investors with certain rights relating to the registration of shares of Common
        Stock held by them;

       

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

       

      1.             DEFINITIONS. 
        The following capitalized terms used herein have the following
        meanings:

      


      “Agreement”
        means
        this Agreement, as amended, restated, supplemented, or otherwise modified
        from
        time to time.

       

      “Commission”
        means
        the Securities and Exchange Commission, or any other federal agency then
        administering the Securities Act or the Exchange Act.

       

      “Common
        Stock”
        means
        the common stock, par value $0.0001 per share, of the Company.

       

      “Company”
        is
        defined in the preamble to this Agreement.

       

      “Demand
        Registration”
        is
        defined in Section 2.1.1.

       

      “Demanding
        Holder”
        is
        defined in Section 2.1.1.

       

      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the Commission promulgated thereunder, all as the same shall be in effect
        at
        the time.

       

      “Form
        S-3”
        is
        defined in Section 2.3.

       

      “Indemnified
        Party”
        is
        defined in Section 4.3.

       

      “Indemnifying
        Party”
        is
        defined in Section 4.3.

       

      “Investor”
        is
        defined in the preamble to this Agreement.

       

      “Investor
        Indemnified Party”
        is
        defined in Section 4.1.

       

      “Maximum
        Number of Shares”
        is
        defined in Section 2.1.4.

       

      “Notices”
        is
        defined in Section 6.3.

       

      “Piggy-Back
        Registration”
        is
        defined in Section 2.2.1.

      


      “Purchase
        Option”
        means
        the option to purchase                      
        units
        (each consisting of one share of common stock and one warrant) issued to
        Wedbush
        Morgan Securities Inc. or its designees in connection with the Company’s initial
        public offering.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Register,”“registered”
        and
“registration”
        mean a
        registration effected by preparing and filing a registration statement or
        similar document in compliance with the requirements of the Securities Act,
        and
        the applicable rules and regulations promulgated thereunder, and such
        registration statement becoming effective.

       

      “Registrable
        Securities”
        mean
        all of the shares of Common Stock owned or held by Investors.  Registrable
        Securities include any warrants, shares of capital stock or other securities
        of
        the Company issued as a dividend or other distribution with respect to or
        in
        exchange for or in replacement of such shares of Common Stock.  As
        to any
        particular Registrable Securities, such securities shall cease to be Registrable
        Securities when:  (a) a Registration Statement with respect
        to the
        sale of such securities shall have become effective under the Securities
        Act and
        such securities shall have been sold, transferred, disposed of or exchanged
        in
        accordance with such Registration Statement; (b) such securities shall
        have
        been otherwise transferred pursuant to Rule 144 of the Securities Act (or
        any
        similar provisions thereunder, but not Rule 144A), new certificates for them
        not
        bearing a legend restricting further transfer shall have been delivered by
        the
        Company and subsequent public distribution of them shall not require
        registration under the Securities Act; (c) such securities shall have
        ceased to be outstanding, or (d) the Securities and Exchange Commission makes
        a
        definitive determination to the Company that the Registrable Securities are
        salable under Rule 144(k).

       

      “Registration
        Statement”
        means a
        registration statement filed by the Company with the Commission in compliance
        with the Securities Act and the rules and regulations promulgated thereunder
        for
        a public offering and sale of Common Stock (other than a registration statement
        on Form S-4 or Form S-8, or their successors, or any registration
        statement covering only securities proposed to be issued in exchange for
        securities or assets of another entity).

       

      “Release
        Date”
        means
        the date on which shares of Common Stock are disbursed from escrow pursuant
        to
        Section 3 of that certain Stock Escrow Agreement dated as of                     ,
        2005 by
        and among the parties hereto and Continental Stock Transfer & Trust
        Company.

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended, and the rules and regulations of
        the
        Commission promulgated thereunder, all as the same shall be in effect at
        the
        time.

       

      “Underwriter”
        means a
        securities dealer who purchases any Registrable Securities as principal in
        an
        underwritten offering and not as part of such dealer’s market-making
        activities.

       

      2.            
        REGISTRATION RIGHTS.

      


      2.1           Demand
        Registration.

      


       2.1.1.      
        Request for Registration. 
        At any time and from time to time on or after the Release Date, the holders
        of a
        majority-in-interest of the Registrable Securities held by the Investors
        or the
        transferees of the Investors, may make a written demand for registration
        under
        the Securities Act of all or part of their Registrable Securities (a
“Demand
        Registration”). 
        Any demand for a Demand Registration shall specify the number of shares of
        Registrable Securities proposed to be sold and the intended method(s) of
        distribution thereof.  The Company will notify all holders of Registrable
        Securities of the demand, and each holder of Registrable Securities who wishes
        to include all or a portion of such holder’s Registrable Securities in the
        Demand Registration (each such holder including shares of Registrable Securities
        in such Demand Registration, a “Demanding
        Holder”)
        shall
        so notify the Company within fifteen (15) days after the receipt by the holder
        of the notice from the Company.  Upon any such request, the Demanding
        Holders shall be entitled to have their Registrable Securities included in
        the
        Demand Registration, subject to Section 2.1.4 and the provisos set
        forth in
        Section 3.1.1.  The Company shall not be obligated to effect
        more than
        an aggregate of two (2) Demand Registrations under this Section 2.1.1
        in
        respect of Registrable Securities.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.1.2.      
        Effective Registration. 
        A
        registration will not count as a Demand Registration until the Registration
        Statement filed with the Commission with respect to such Demand Registration
        has
        been declared effective and the Company has complied with all of its obligations
        under this Agreement with respect thereto;
        provided,
        however,
        that
        if, after such Registration Statement has been declared effective, the offering
        of Registrable Securities pursuant to a Demand Registration is interfered
        with
        by any stop order or injunction of the Commission or any other governmental
        agency or court, the Registration Statement with respect to such Demand
        Registration will be deemed not to have been declared effective, unless and
        until, (i) such stop order or injunction is removed, rescinded or otherwise
        terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
        elect to continue the offering;
        provided,
        further,
        that
        the Company shall not be obligated to file a second Registration Statement
        until
        a Registration Statement that has been filed is counted as a Demand Registration
        or is terminated.

      


      2.1.3.       Underwritten
        Offering. 
        If a majority-in-interest of the Demanding Holders so elect and such holders
        so
        advise the Company as part of their written demand for a Demand Registration,
        the offering of such Registrable Securities pursuant to such Demand Registration
        shall be in the form of an underwritten offering. In such event, the right
        of
        any holder to include its Registrable Securities in such registration shall
        be
        conditioned upon such holder’s participation in such underwriting and the
        inclusion of such holder’s Registrable Securities in the underwriting to the
        extent provided herein.  All Demanding Holders proposing to distribute
        their securities through such underwriting shall enter into an underwriting
        agreement in customary form with the Underwriter or Underwriters selected
        for
        such underwriting by a majority-in-interest of the holders initiating the
        Demand
        Registration.

      


      2.1.4.       Reduction
        of Offering. 
        If the managing Underwriter or Underwriters for a Demand Registration that
        is to
        be an underwritten offering advises the Company and the Demanding Holders
        in
        writing that the dollar amount or number of shares of Registrable Securities
        which the Demanding Holders desire to sell, taken together with all other
        shares
        of Common Stock or other securities which the Company desires to sell and
        the
        shares of Common Stock, if any, as to which registration has been requested
        pursuant to written contractual piggy-back registration rights held by other
        shareholders of the Company who desire to sell, exceeds the maximum dollar
        amount or maximum number of shares that can be sold in such offering without
        adversely affecting the proposed offering price, the timing, the distribution
        method, or the probability of success of such offering (such maximum dollar
        amount or maximum number of shares, as applicable, the “Maximum
        Number of Shares”),
        then
        the Company shall include in such registration:  (i) first, the Registrable
        Securities as to which Demand Registration has been requested by the Demanding
        Holders (pro
        rata
        in
        accordance with the number of shares of Registrable Securities which such
        Demanding Holder has requested be included in such registration, regardless
        of
        the number of shares of Registrable Securities held by each Demanding Holder)
        that can be sold without exceeding the Maximum Number of Shares; (ii) second,
        to
        the extent that the Maximum Number of Shares has not been reached under the
        foregoing clause (i), the shares of Common Stock or other securities that
        the
        Company desires to sell that can be sold without exceeding the Maximum Number
        of
        Shares; (iii) third, to the extent that the Maximum Number of Shares has
        not
        been reached under the foregoing clauses (i) and (ii), the shares of Common
        Stock for the account of other persons that the Company is obligated to register
        pursuant to written contractual arrangements with such persons and that can
        be
        sold without exceeding the Maximum Number of Shares; and (v) fourth, to the
        extent that the Maximum Number of Shares have not been reached under the
        foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other
        shareholders desire to sell that can be sold without exceeding the Maximum
        Number of Shares.

      


      2.1.5.       Withdrawal.
        If a
        majority-in-interest of the Demanding Holders disapprove of the terms of
        any
        underwriting or are not entitled to include all of their Registrable Securities
        in any offering, such majority-in-interest of the Demanding Holders may elect
        to
        withdraw from such offering by giving written notice to the Company and the
        Underwriter or Underwriters of their request to withdraw prior to the
        effectiveness of the Registration Statement filed with the Commission with
        respect to such Demand Registration.  In such event, the Company need
        not
        seek effectiveness of such Registration Statement for the benefit of other
        Investors. If the majority-in-interest of the Demanding Holders withdraws
        from a
        proposed offering relating to a Demand Registration, then such registration
        shall not count as a Demand Registration provided for in
        Section 2.1.1.


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.2           Piggy-Back
        Registration.

      


      2.2.1.       Piggy-Back
        Rights. 
        If at any time on or after the Release Date the Company proposes to file
        a
        Registration Statement under the Securities Act with respect to an offering
        of
        equity securities, or securities or other obligations exercisable or
        exchangeable for, or convertible into, equity securities, by the Company
        for its
        own account or for shareholders of the Company for their accounts (or by
        the
        Company and by shareholders of the Company including, without limitation,
        pursuant to Section 2.1), other than a Registration Statement (i)
        filed in
        connection with any employee stock option or other benefit plan, (ii) for
        an
        exchange offer or offering of securities solely to the Company’s existing
        shareholders, (iii) for an offering of debt that is convertible into equity
        securities of the Company or (iv) for a dividend reinvestment plan,
        then
        the Company shall (x) give written notice of such proposed filing to the
        holders
        of Registrable Securities as soon as practicable but in no event less than
        ten
        (10) days before the anticipated filing date, which notice shall describe
        the
        amount and type of securities to be included in such offering, the intended
        method(s) of distribution, and the name of the proposed managing Underwriter
        or
        Underwriters, if any, of the offering, and (y) offer to the holders of
        Registrable Securities in such notice the opportunity to register the sale
        of
        such number of shares of Registrable Securities as such holders may request
        in
        writing within fifteen (15) days following receipt of such notice (a
“Piggy-Back
        Registration”). 
        The Company shall cause such Registrable Securities to be included in such
        registration and shall use its best efforts to cause the managing Underwriter
        or
        Underwriters of a proposed underwritten offering to permit the Registrable
        Securities requested to be included in a Piggy-Back Registration to be included
        on the same terms and conditions as any similar securities of the Company
        and to
        permit the sale or other disposition of such Registrable Securities in
        accordance with the intended method(s) of distribution thereof.  All
        holders of Registrable Securities proposing to distribute their securities
        through a Piggy-Back Registration that involves an Underwriter or Underwriters
        shall enter into an underwriting agreement in customary form with the
        Underwriter or Underwriters selected for such Piggy-Back
        Registration.

      


      2.2.2.       Reduction
        of Offering. 
        If the managing Underwriter or Underwriters for a Piggy-Back Registration
        that
        is to be an underwritten offering advises the Company and the holders of
        Registrable Securities in writing that the dollar amount or number of shares
        of
        Common Stock which the Company desires to sell, taken together with shares
        of
        Common Stock, if any, as to which registration has been demanded pursuant
        to
        written contractual arrangements with persons other than the holders of
        Registrable Securities hereunder, the Registrable Securities as to which
        registration has been requested under this Section 2.2, and the shares
        of
        Common Stock, if any, as to which registration has been requested pursuant
        to
        the written contractual piggy-back registration rights of other shareholders
        of
        the Company, exceeds the Maximum Number of Shares, then the Company shall
        include in any such registration:

      


          (i)           
        If the
        registration is undertaken for the Company’s account: (A) first, the shares of
        Common Stock or other securities that the Company desires to sell that can
        be
        sold without exceeding the Maximum Number of Shares; (B) second, to the extent
        that the Maximum Number of Shares has not been reached under the foregoing
        clause (A), the shares of Common Stock, if any, including the Registrable
        Securities, as to which registration has been requested pursuant to written
        contractual piggy-back registration rights of security holders (pro rata
        in
        accordance with the number of shares of Common Stock which each such person
        has
        actually requested to be included in such registration, regardless of the
        number
        of shares of Common Stock with respect to which such persons have the right
        to
        request such inclusion) that can be sold without exceeding the Maximum Number
        of
        Shares; and

      


      (ii)          
        If the
        registration is a “demand” registration undertaken at the demand of persons
        other than the holders of Registrable Securities pursuant to written contractual
        arrangements with such persons, (A) first, the shares of Common Stock for
        the
        account of the demanding persons that can be sold without exceeding the Maximum
        Number of Shares; (B) second, to the extent that the Maximum Number of Shares
        has not been reached under the foregoing clause (A), the shares of Common
        Stock
        or other securities that the Company desires to sell that can be sold without
        exceeding the Maximum Number of Shares; and (C) third, to the extent that
        the
        Maximum Number of Shares has not been reached under the foregoing clauses
        (A)
        and (B), the Registrable Securities as to which registration has been requested
        under this Section 2.2 (pro
        rata
        in
        accordance with the number of shares of Registrable Securities held by each
        such
        holder); and (D) fourth, to the extent that the Maximum Number of
        Shares
        has not been reached under the foregoing clauses (A), (B) and (C),
        the
        shares of Common Stock, if any, as to which registration has been requested
        pursuant to written contractual piggy-back
        registration rights which other shareholders desire to sell that can be sold
        without exceeding the Maximum Number of Shares.

      


      2.2.3.       Withdrawal. 
        Any holder of Registrable Securities may elect to withdraw such holder’s request
        for inclusion of Registrable Securities in any Piggy-Back Registration by
        giving
        written notice to the Company of such request to withdraw prior to the
        effectiveness of the Registration Statement.  The Company may also
        elect to
        withdraw a registration statement at any time prior to the effectiveness
        of the
        Registration Statement.  Notwithstanding any such withdrawal, the
        Company
        shall pay all expenses incurred by the holders of Registrable Securities
        in
        connection with such Piggy-Back Registration as provided in
        Section 3.3.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.3           Registrations
        on Form S-3. 
        The holders of Registrable Securities may at any time and from time to time
        after the Release Date, request in writing that the Company register the
        resale
        of any or all of such Registrable Securities on Form S-3 or any similar
        short-form registration which may be available at such time (“Form
        S-3”);
        provided,
        however,
        that
        the Company shall not be obligated to effect such request through an
        underwritten offering.  Upon receipt of such written request, the
        Company
        will promptly give written notice of the proposed registration to all other
        holders of Registrable Securities, and, as soon as practicable thereafter,
        effect the registration of all or such portion of such holder’s or holders’
        Registrable Securities as are specified in such request, together with all
        or
        such portion of the Registrable Securities of any other holder or holders
        joining in such request as are specified in a written request given within
        fifteen (15) days after receipt of such written notice from the
        Company;
        provided,
        however,
        that
        the Company shall not be obligated to effect any such registration pursuant
        to
        this Section 2.3: (i) if Form S-3 is not available for such offering;
        or
        (ii) if the holders of the Registrable Securities, together with the holders
        of
        any other securities of the Company entitled to inclusion in such registration,
        propose to sell Registrable Securities and such other securities (if any)
        at any
        aggregate price to the public of less than $500,000. Registrations effected
        pursuant to this Section 2.3 shall not be counted as Demand Registrations
        effected pursuant to Section 2.1.

      


      3.            
        REGISTRATION PROCEDURES.

      


      3.1           Filings;
        Information. 
        Whenever the Company is required to effect the registration of any Registrable
        Securities pursuant to Section 2, the Company shall use its best efforts
        to
        effect the registration and sale of such Registrable Securities in accordance
        with the intended method(s) of distribution thereof as expeditiously as
        practicable, and in connection with any such request:

      


         3.1.1.       Filing
        Registration Statement. 
        The Company shall, as expeditiously as possible and in any event within sixty
        (60) days after receipt of a request for a Demand Registration pursuant to
        Section 2.1, prepare and file with the Commission a Registration Statement
        on any form for which the Company then qualifies or which counsel for the
        Company shall deem appropriate and which form shall be available for the
        sale of
        all Registrable Securities to be registered thereunder in accordance with
        the
        intended method(s) of distribution thereof, and shall use its best efforts
        to
        cause such Registration Statement to become and remain effective for the
        period
        required by Section 3.1.3;
        provided,
        however,
        that
        the Company shall have the right to defer any Demand Registration for up
        to
        thirty (30) days, and
        any
        Piggy-Back Registration for such period as may be applicable to deferment
        of any
        demand registration to which such Piggy-Back Registration relates, in each
        case
        if the Company shall furnish to the holders a certificate signed by the Chief
        Executive Officer of the Company stating that, in the good faith judgment
        of the
        Board of Directors of the Company, it would be materially detrimental to
        the
        Company and its shareholders for such Registration Statement to be effected
        at
        such time;
        provided further,
        however,
        that
        the Company shall not have the right to exercise the right set forth in the
        immediately preceding proviso more than once in any 365-day period in respect
        of
        a Demand Registration hereunder.

      


      3.1.2.       Copies. 
        The Company shall, prior to filing a Registration Statement or prospectus,
        or
        any amendment or supplement thereto, furnish without charge to the holders
        of
        Registrable Securities included in such registration, and such holders’ legal
        counsel, copies of such Registration Statement as proposed to be filed, each
        amendment and supplement to such Registration Statement (in each case including
        all exhibits thereto and documents incorporated by reference therein), the
        prospectus included in such Registration Statement (including each preliminary
        prospectus), and such other documents as the holders of Registrable Securities
        included in such registration or legal counsel for any such holders may request
        in order to facilitate the disposition of the Registrable Securities owned
        by
        such holders.

      


         3.1.3.       Amendments
        and Supplements. 
        The Company shall prepare and file with the Commission such amendments,
        including post-effective amendments, and supplements to such Registration
        Statement and the prospectus used in connection therewith as may be necessary
        to
        keep such Registration Statement effective and in compliance with the provisions
        of the Securities Act until all Registrable Securities and other securities
        covered by such Registration Statement have been disposed of in accordance
        with
        the intended method(s) of distribution set forth in such Registration Statement
        (which period shall not exceed the sum of one hundred eighty (180) days plus
        any
        period during which any such disposition is interfered with by any stop order
        or
        injunction of the Commission or any governmental agency or court) or such
        securities have been withdrawn.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.1.4.       Notification. 
        After the filing of a Registration Statement, the Company shall promptly,
        and in
        no event more than two (2) business days after such filing, notify the holders
        of Registrable Securities included in such Registration Statement of such
        filing, and shall further notify such holders promptly and confirm such advice
        in writing in all events within two (2) business days of the occurrence of
        any
        of the following:  (i) when such Registration Statement becomes
        effective; (ii) when any post-effective amendment to such Registration
        Statement becomes effective; (iii) the issuance or threatened issuance
        by
        the Commission of any stop order (and the Company shall take all actions
        required to prevent the entry of such stop order or to remove it if entered);
        and (iv) any request by the Commission for any amendment or supplement
        to
        such Registration Statement or any prospectus relating thereto or for additional
        information or of the occurrence of an event requiring the preparation of
        a
        supplement or amendment to such prospectus so that, as thereafter delivered
        to
        the purchasers of the securities covered by such Registration Statement,
        such
        prospectus will not contain an untrue statement of a material fact or omit
        to
        state any material fact required to be stated therein or necessary to make
        the
        statements therein not misleading, and promptly make available to the holders
        of
        Registrable Securities included in such Registration Statement any such
        supplement or amendment; except that before filing with the Commission a
        Registration Statement or
        prospectus or any amendment or supplement thereto, including documents
        incorporated by reference, the Company shall furnish to the holders of
        Registrable Securities included in such Registration Statement and to the
        legal
        counsel for any such holders, copies of all such documents proposed to be
        filed
        sufficiently in advance of filing to provide such holders and legal counsel
        with
        a reasonable opportunity to review such documents and comment thereon, and
        the
        Company shall not file any Registration Statement or prospectus or amendment
        or
        supplement thereto, including documents incorporated by reference, to which
        such
        holders or their legal counsel shall reasonably object.

       

      3.1.5.       State
        Securities Laws Compliance. 
        The Company shall use its best efforts to (i) register or qualify
        the
        Registrable Securities covered by the Registration Statement under such
        securities or “blue sky” laws of such jurisdictions in the United States as the
        holders of Registrable Securities included in such Registration Statement
        (in
        light of their intended plan of distribution) may request and (ii) take
        such action necessary to cause such Registrable Securities covered by the
        Registration Statement to be registered with or approved by such other
        Governmental Authorities as may be necessary by virtue of the business and
        operations of the Company and do any and all other acts and things that may
        be
        necessary or advisable to enable the holders of Registrable Securities included
        in such Registration Statement to consummate the disposition of such Registrable
        Securities in such jurisdictions;
        provided,
        however,
        that
        the Company shall not be required to qualify generally to do business in
        any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        paragraph (e) or subject itself to taxation in any such
        jurisdiction.

      


         3.1.6.       Agreements
        for Disposition. 
        The Company shall enter into customary agreements (including, if applicable,
        an
        underwriting agreement in customary form) and take such other actions as
        are
        reasonably required in order to expedite or facilitate the disposition of
        such
        Registrable Securities.  The representations, warranties and covenants
        of
        the Company in any underwriting agreement which are made to or for the benefit
        of any Underwriters, to the extent applicable, shall also be made to and
        for the
        benefit of the holders of Registrable Securities included in such registration
        statement.  No holder of Registrable Securities included in such
        registration statement shall be required to make any representations or
        warranties in the underwriting agreement except, if applicable, with respect
        to
        such holder’s organization, good standing, authority, title to Registrable
        Securities, lack of conflict of such sale with such holder’s material agreements
        and organizational documents, and with respect to written information relating
        to such holder that such holder has furnished in writing expressly for inclusion
        in such Registration Statement. Holders of Registrable Securities shall agree
        to
        such covenants and indemnification and contribution obligations for selling
        stockholders as are customarily contained in agreements of that type. Further,
        such holders shall cooperate fully in the preparation of the registration
        statement and other documents relating to any offering in which they include
        securities pursuant to Section 2 hereof. Each holder shall also furnish to
        the
        Company such information regarding itself, the Registrable Securities held
        by
        such holder and the intended method of disposition of such securities as
        shall
        be reasonably required to effect the registration of the Registrable
        Securities.

      


         3.1.7.       Cooperation. 
        The principal executive officer of the Company, the principal financial officer
        of the Company, the principal accounting officer of the Company and all other
        officers and members of the management of the Company shall cooperate fully
        in
        any offering of Registrable Securities hereunder, which cooperation shall
        include, without limitation, the preparation of the Registration Statement
        with
        respect to such offering and all other offering materials and related documents,
        and participation in meetings with Underwriters, attorneys, accountants and
        potential investors.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.1.8.       Records. 
        The Company shall make available for inspection by the holders of Registrable
        Securities included in such Registration Statement, any Underwriter
        participating in any disposition pursuant to such registration statement
        and any
        attorney, accountant or other professional retained by any holder of Registrable
        Securities included in such Registration Statement or any Underwriter, all
        financial and other records, pertinent corporate documents and properties
        of the
        Company, as shall be necessary to enable them to exercise their due diligence
        responsibility, and cause the Company’s officers, directors and employees to
        supply all information reasonably requested by any of them in connection
        with
        such Registration Statement.

      


         3.1.9.       Opinions
        and Comfort Letters. 
        The Company shall furnish to each holder of Registrable Securities included
        in
        any Registration Statement a signed counterpart, addressed to such holder,
        of
        (i) any opinion of counsel to the Company delivered to any Underwriter
        and
        (ii) any comfort letter from the Company’s independent public accountants
        delivered to any Underwriter.  In the event no legal opinion is delivered
        to any Underwriter, the Company shall furnish to each holder of Registrable
        Securities included in such Registration Statement, at any time that such
        holder
        elects to use a prospectus, an opinion of counsel to the Company to the effect
        that the Registration Statement containing such prospectus has been declared
        effective and that no stop order is in effect.

      


         3.1.10.     Earnings
        Statement. 
        The Company shall comply with all applicable rules and regulations of the
        Commission and the Securities Act, and make available to its shareholders,
        as
        soon as practicable, an earnings statement covering a period of twelve (12)
        months, beginning within three (3) months after the effective date of the
        registration statement, which earnings statement shall satisfy the provisions
        of
        Section 11(a) of the Securities Act and Rule 158
        thereunder.

      


         3.1.11.     Listing. 
        The Company shall use its best efforts to cause all Registrable Securities
        included in any registration to be listed on such exchanges or otherwise
        designated for trading in the same manner as similar securities issued by
        the
        Company are then listed or designated or, if no such similar securities are
        then
        listed or designated, in a manner satisfactory to the holders of a majority
        of
        the Registrable Securities included in such registration.

      


      3.2           Obligation
        to Suspend Distribution. 
        Upon receipt of any notice from the Company of the happening of any event
        of the
        kind described in Section 3.1.4(iv), or, in the case of a resale
        registration on Form S-3 pursuant to Section 2.3 hereof, upon any
        suspension by the Company, pursuant to a written insider trading compliance
        program adopted by the Company’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
        because of the existence of material non-public information, each holder
        of
        Registrable Securities included in any registration shall immediately
        discontinue disposition of such Registrable Securities pursuant to the
        Registration Statement covering such Registrable Securities until such holder
        receives the supplemented or amended prospectus contemplated by
        Section 3.1.4(iv) or the restriction on the ability of “insiders” to
        transact in the Company’s securities is removed, as applicable, and, if so
        directed by the Company, each such holder will deliver to the Company all
        copies, other than permanent file copies then in such holder’s possession, of
        the most recent prospectus covering such Registrable Securities at the time
        of
        receipt of such notice.

      


        3.3           Registration
        Expenses. 
        The Company shall bear all costs and expenses incurred in connection with
        any
        Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
        pursuant to Section 2.2, and any registration on Form S-3 effected
        pursuant
        to Section 2.3, and all expenses incurred in performing or complying
        with
        its other obligations under this Agreement, whether or not the Registration
        Statement becomes effective, including, without limitation: (i) all
        registration and filing fees; (ii) fees and expenses of compliance
        with
        securities or “blue sky” laws (including fees and disbursements of counsel in
        connection with blue sky qualifications of the Registrable Securities);
        (iii) printing expenses; (iv) the Company’s internal expenses
        (including, without limitation, all salaries and expenses of its officers
        and
        employees); (v) the fees and expenses incurred in connection with
        the
        listing of the Registrable Securities as required by Section 3.1.11;
        (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
        and disbursements of counsel for the Company and fees and expenses for
        independent certified public accountants retained by the Company (including
        the
        expenses or costs associated with the delivery of any opinions or comfort
        letters requested pursuant to Section 3.1.9); (viii) the fees
        and
        expenses of any special experts retained by the Company in connection with
        such
        registration and (ix)  the fees and expenses of one legal counsel
        selected by the holders of a majority-in-interest of the Registrable Securities
        included in such registration.  The Company shall have no obligation
        to pay
        any underwriting discounts or selling commissions attributable to the
        Registrable Securities being sold by the holders thereof, which underwriting
        discounts or selling commissions shall be borne solely by such holders. 
        Additionally, in an underwritten offering, all selling shareholders and the
        Company shall bear the expenses of the underwriter pro rata in proportion
        to the
        respective amount of shares each is selling in such offering.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.4          Information. 
        The holders of Registrable Securities shall provide such information as may
        reasonably be requested by the Company, or the managing Underwriter, if any,
        in
        connection with the preparation of any Registration Statement, including
        amendments and supplements thereto, in order to effect the registration of
        any
        Registrable Securities under the Securities Act pursuant to Section 2
        and
        in connection with the Company’s obligation to comply with federal and
        applicable state securities laws.

      


      3.5   Holder
        Obligations.
        No
        holder of Registrable Securities may participate in any underwritten offering
        pursuant to this Section 3 unless such holder (i) agrees to sell only such
        holder’s Registrable Securities on the basis reasonably provided in any
        underwriting agreement, and (ii) completes, executes and delivers any and
        all
        questionnaires, powers of attorney, custody agreements, indemnities,
        underwriting agreements and other documents reasonably required by or under
        the
        terms of any underwriting agreement or as reasonably requested by the
        Company.

      


      4.            
        INDEMNIFICATION AND CONTRIBUTION.

      


      4.1           Indemnification
        by the Company. 
        The Company agrees to indemnify and hold harmless each Investor and each
        other
        holder of Registrable Securities, and each of their respective officers,
        employees, affiliates, directors, partners, members, attorneys and agents,
        and
        each person, if any, who controls an Investor and each other holder of
        Registrable Securities (within the meaning of Section 15 of the Securities
        Act or Section 20 of the Exchange Act) (each, an “Investor
        Indemnified Party”),
        from
        and against any expenses, losses, judgments, claims, damages or liabilities,
        whether joint or several, arising out of or based upon any untrue statement
        (or
        allegedly untrue statement) of a material fact contained in any Registration
        Statement under which the sale of such Registrable Securities was registered
        under the Securities Act, any preliminary prospectus, final prospectus or
        summary prospectus contained in the Registration Statement, or any amendment
        or
        supplement to such Registration Statement, or arising out of or based upon
        any
        omission (or alleged omission) to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading, or any
        violation by the Company of the Securities Act or any rule or regulation
        promulgated thereunder
        applicable to the Company and relating to action or inaction required of
        the
        Company in connection with any such registration; and the Company shall promptly
        reimburse the Investor Indemnified Party for any legal and any other expenses
        reasonably incurred by such Investor Indemnified Party in connection with
        investigating and defending any such expense, loss, judgment, claim, damage,
        liability or action;
        provided,
        however,
        that
        (a) the Company will not be liable in any such case to the extent that any
        such
        expense, loss, claim, damage or liability arises out of or is based upon
        any
        untrue statement or allegedly untrue statement or omission or alleged omission
        made in such Registration Statement, preliminary prospectus, final prospectus,
        or summary prospectus, or any such amendment or supplement, in reliance upon
        and
        in conformity with information furnished to the Company, in writing, by such
        selling holder expressly for use therein; and (b) the foregoing indemnity
        shall
        not inure to the benefit of any holder (or benefit of any person controlling
        such holder) from whom the person asserting such expense, loss, claim, damage
        or
        liability purchased the Registrable Securities, if a copy of the Prospectus
        (as
        then amended or supplemented if the Company shall have furnished any amendments
        or supplements thereto) was not sent or given by or on behalf of such holder
        to
        such person, if required by law so to have been delivered at or prior to
        the
        written confirmation of the sale of the Registrable Securities to such person,
        and if the Prospectus (as so amended or supplemented) would have cured the
        defect giving rise to such expense, loss, claim, damage or liability, unless
        such failure is the result of noncompliance by the Company with Section 3.1.3
        hereof.  The Company also shall indemnify any Underwriter of the
        Registrable Securities, their officers, employees, affiliates, directors,
        partners, members, attorneys and agents and each person who controls such
        Underwriter on substantially the same basis as that of the indemnification
        provided above in this Section 4.1.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4.2           Indemnification
        by Holders of Registrable Securities. 
        Each selling holder of Registrable Securities will, in the event that any
        registration is being effected under the Securities Act pursuant to this
        Agreement of any Registrable Securities held by such selling holder, indemnify
        and hold harmless the Company, each of its directors and officers and each
        underwriter (if any), and each other person, if any, who controls such selling
        holder or such underwriter within the meaning of Section 15 of the Securities
        Act or Section 20 of the Exchange Act, against any losses, claims, judgments,
        damages or liabilities, whether joint or several, insofar as such losses,
        claims, judgments, damages or liabilities (or actions in respect thereof)
        arise
        out of or are based upon any untrue statement or allegedly untrue statement
        of a
        material fact contained in any Registration Statement under which the sale
        of
        such Registrable Securities was registered under the Securities Act, any
        preliminary prospectus, final prospectus or summary prospectus contained
        in the
        Registration Statement, or any amendment or supplement to the Registration
        Statement, or arise out of or are based upon any omission or the alleged
        omission to state a material fact required to be stated therein or necessary
        to
        make the statement therein not misleading, if the statement or omission was
        made
        in reliance upon and in conformity with information furnished in writing
        to the
        Company by such selling holder expressly for use therein, and shall reimburse
        the Company, its directors and officers, and each such controlling person
        for
        any legal or other expenses reasonably incurred by any of them in connection
        with investigation or defending any such loss, claim, damage, liability or
        action.  Each selling holder’s indemnification obligations hereunder shall
        be several and not joint and shall be limited to the amount of any net proceeds
        actually received by such selling holder in connection with the sale of the
        Registrable Securities by such selling holder pursuant to the Registration
        Statement containing such untrue statement or allegedly untrue
        statement.

      


      4.3           Conduct
        of Indemnification Proceedings. 
        Promptly after receipt by any person of any notice of any loss, claim, damage
        or
        liability or any action in respect of which indemnity may be sought pursuant
        to
        Section 4.1 or 4.2, such person (the “Indemnified
        Party”)
        shall,
        if a claim in respect thereof is to be made against any other person for
        indemnification hereunder, promptly notify such other person (the “Indemnifying
        Party”)
        in
        writing of the loss, claim, judgment, damage, liability or action;
        provided,
        however,
        that
        the failure by the Indemnified Party to notify the Indemnifying Party shall
        not
        relieve the Indemnifying Party from any liability which the Indemnifying
        Party
        may have to such Indemnified Party hereunder, except and solely to the extent
        the Indemnifying Party is actually materially prejudiced by such failure. 
        If the Indemnified Party is seeking indemnification with respect to any claim
        or
        action brought against the
        Indemnified Party, then the Indemnifying Party shall be entitled to participate
        in such claim or action, and, to the extent that it elects, jointly with
        all
        other Indemnifying Parties, to assume control of the defense thereof with
        counsel satisfactory to the Indemnified Party.  After notice from
        the
        Indemnifying Party to the Indemnified Party of its election to assume control
        of
        the defense of such claim or action, the Indemnifying Party shall not be
        liable
        to the Indemnified Party for any legal or other expenses subsequently incurred
        by the Indemnified Party in connection with the defense thereof other than
        reasonable costs of investigation;
        provided,
        however,
        that in
        any action in which both the Indemnified Party and the Indemnifying Party
        are
        named as defendants, the Indemnified Party shall have the right to employ
        separate counsel (but no more than one such separate counsel) to represent
        the
        Indemnified Party and its controlling persons who may be subject to liability
        arising out of any claim in respect of which indemnity may be sought by the
        Indemnified Party against the Indemnifying Party, with the fees and expenses
        of
        such counsel to be paid by such Indemnifying Party if, based upon the written
        opinion of counsel of such Indemnified Party, representation of both parties
        by
        the same counsel would be inappropriate due to actual or potential differing
        interests between them.  No Indemnifying Party shall, without the
        prior
        written consent of the Indemnified Party, consent to entry of judgment or
        effect
        any settlement of any claim or pending or threatened proceeding in respect
        of
        which the Indemnified Party is or could have been a party and indemnity could
        have been sought hereunder by such Indemnified Party, unless such judgment
        or
        settlement includes an unconditional release of such Indemnified Party from
        all
        liability arising out of such claim or proceeding.

      


      4.4           Contribution.

      


      4.4.1.      
        If the
        indemnification provided for in the foregoing Sections 4.1, 4.2 and
        4.3 is
        unavailable to any Indemnified Party in respect of any loss, claim, damage,
        liability or action referred to herein, then each such Indemnifying Party,
        in
        lieu of indemnifying such Indemnified Party, shall contribute to the amount
        paid
        or payable by such Indemnified Party as a result of such loss, claim, damage,
        liability or action in such proportion as is appropriate to reflect the relative
        benefits received by the Indemnified Parties and the Indemnifying Parties
        from
        the offering, if, however, the allocation provided by the immediately preceding
        sentence is not permitted by applicable law or if the Indemnified Party failed
        to give the notice required under Section 4.3 above, then each Indemnifying
        Party shall contribute to such amount paid or payable by such Indemnified
        Party
        in such proportion as is appropriate to reflect not only such relative benefits
        but also the relative fault of the Indemnified Parties and the Indemnifying
        Parties in connection with the actions or omissions which resulted in such
        loss,
        claim, damage, liability or action, as well as any other relevant equitable
        considerations.  The relative fault of any Indemnified Party and any
        Indemnifying Party shall be determined by reference to, among other things,
        whether the untrue or alleged untrue statement of a material fact or the
        omission or alleged omission to state a material fact relates to information
        supplied by such Indemnified Party or such Indemnifying Party and the parties’
        relative intent, knowledge, access to information and opportunity to correct
        or
        prevent such statement or omission.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4.4.2.      
        The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 4.4 were determined by
        pro
        rata
        allocation or by any other method of allocation which does not take account
        of
        the equitable considerations referred to in the immediately preceding
        Section 4.4.1.  The amount paid or payable by an Indemnified
        Party as
        a result of any loss, claim, damage, liability or action referred to in the
        immediately preceding paragraph shall be deemed to include, subject to the
        limitations set forth above, any legal or other expenses incurred by such
        Indemnified Party in connection with investigating or defending any such
        action
        or claim.  Notwithstanding the provisions of this Section 4.4,
        no
        holder of Registrable Securities shall be required to contribute any amount
        in
        excess of the dollar amount
        of the
        net proceeds (after payment of any underwriting fees, discounts, commissions
        or
        taxes) actually received by such holder from the sale of Registrable Securities
        which gave rise to such contribution obligation.  No person guilty
        of
        fraudulent misrepresentation (within the meaning of Section 11(f) of
        the Securities Act) shall be entitled to contribution from any person who
        was
        not guilty of such fraudulent misrepresentation.

       

      5.            
        UNDERWRITING AND DISTRIBUTION.

      


      5.1           Rule 144. 
        The Company covenants that it shall file any reports required to be filed
        by it
        under the Securities Act and the Exchange Act and shall take such further
        action
        as the holders of Registrable Securities may reasonably request, all to the
        extent required from time to time to enable such holders to sell Registrable
        Securities without registration under the Securities Act within the limitation
        of the exemptions provided by Rule 144 under the Securities Act, as
        such
        Rules may be amended from time to time, or any similar Rule or regulation
        (but not Rule 144A) hereafter adopted by the Commission.

      


      6.            
        MISCELLANEOUS.

      


      6.1           Other
        Registration Rights. 
        The Company represents and warrants that , with the exception of shares issuable
        pursuant to the Purchase Option, no person, other than a holder of the
        Registrable Securities, has any right to require the Company to register
        any
        shares of the Company’s capital stock for sale or to include shares of the
        Company’s capital stock in any registration filed by the Company for the sale of
        shares of capital stock for its own account or for the account of any other
        person.

      


      6.2           Assignment;
        No Third Party Beneficiaries. 
        This Agreement and the rights, duties and obligations of the Company hereunder
        may not be assigned or delegated by the Company in whole or in part. 
        This
        Agreement and the rights, duties and obligations of the holders of Registrable
        Securities hereunder may be freely assigned or delegated by such holder of
        Registrable Securities in conjunction with and to the extent of any transfer
        of
        Registrable Securities by any such holder in accordance with applicable
        law.  This Agreement and the provisions hereof shall be binding upon
        and
        shall inure to the benefit of each of the parties and their respective
        successors and the permitted assigns of the Investor or holder of Registrable
        Securities or of any assignee of the Investor or holder of Registrable
        Securities.  This Agreement is not intended to confer any rights or
        benefits on any persons that are not party hereto other than as expressly
        set
        forth in Article 4 and this Section 6.2.

      


      6.3           Notices.
        All
        notices, demands, requests, consents, approvals or other communications
        (collectively, “Notices”)
        required or permitted to be given hereunder or which are given with respect
        to
        this Agreement shall be in writing and shall be personally served, delivered
        by
        reputable air courier service with charges prepaid, or transmitted by hand
        delivery, telegram, telex or facsimile, addressed as set forth below, or
        to such
        other address as such party shall have specified most recently by written
        notice
        provided in accordance with this Section 6.3.  Notice shall be deemed
        given
        on the date of service or transmission if personally served or transmitted
        by
        telegram, telex or facsimile;
        provided,
        that if
        such service or transmission is not on a business day or is after normal
        business hours, then such notice shall be deemed given on the next business
        day.  Notice otherwise sent as provided herein shall be deemed given
        on the
        next business day following timely delivery of such notice to a reputable
        air
        courier service with an order for next-day delivery.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                To
                  the Company:

              
	
                 

              
	
                Industrial
                  Services Acquisition Corp.

              
	
                2807
                  El Presidio St.

              
	
                Carson,
                  CA 90810

              
	
                Attention: 
                  Chief Executive Officer

              
	
                 

              
	
                with
                  a copy to:

              
	
                 

              
	
                Mintz,
                  Levin, Cohn, Ferris, Glovsky & Popeo P.C.

              
	
                666
                  Third Avenue, 25th
                  Floor

              
	
                New
                  York, NY 10017

              
	
                Attn:   Kenneth
                  Koch, Esq.; and

              
	
                 

              
	
                Cooley
                  Godward LLP

              
	
                One
                  Maritime Plaza, 20th
                  Floor

              
	
                San
                  Francisco, CA 94111

              
	
                Attention:
                  Kenneth L. Guernsey

              
	
                 

              
	
                To
                  an Investor, to:

              
	
                 

              
	
                Ross
                  Berner

                [Address]

              	
                ;
                  or

              
	
                 

              
	
                Mark
                  McKinney

                [Address]

              	
                ;
                  or

              
	
                 

              
	
                Burke
                  Smith

                [Address]

              	
                ;
                  or

              
	
                 

              
	
                Ronald
                  C. Kesselman

                [Address]

              	
                ;
                  or

              
	 	 
	
                 Michael
                  Magerman ; or

                [Address]

              
	 
	
                The Jerald and Melody

                  Howe Weintraub Revocable
Living Trust DTD 2/5/98; or

                [Address]

              
	 
	
                Eric
                  Lastition ; or

                [Address]

              
	 
	
                Jeff
                  Davenport ; or

                [Address]

              
	 
	
                Collin
                  Rigler ; or

                [Address]

              
	 
	
                with
                  a copy to:

              
	
                 

              
	
                Cooley
                  Godward LLP

              
	
                One
                  Maritime Plaza, 20th
                  Floor

              
	
                San
                  Francisco, CA 94111

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.4     Severability. 
        This Agreement shall be deemed severable, and the invalidity or unenforceability
        of any term or provision hereof shall not affect the validity or enforceability
        of this Agreement or of any other term or provision hereof.  Furthermore,
        in lieu of any such invalid or unenforceable term or provision, the parties
        hereto intend that there shall be added as a part of this Agreement a provision
        as similar in terms to such invalid or unenforceable provision as may be
        possible and be valid and enforceable.

       

      6.5     Counterparts. 
        This Agreement may be executed in multiple counterparts, each of which shall
        be
        deemed an original, and all of which taken together shall constitute one
        and the
        same instrument.

       

      6.6     Entire
        Agreement. 
        This Agreement (including all agreements entered into pursuant hereto and
        all
        certificates and instruments delivered pursuant hereto and thereto) constitute
        the entire agreement of the parties with respect to the subject matter hereof
        and supersede all prior and contemporaneous agreements, representations,
        understandings, negotiations and discussions between the parties, whether
        oral
        or written.

       

      6.7     Modifications
        and Amendments. 
        No amendment, modification or termination of this Agreement shall be binding
        upon any party unless executed in writing by such party.

       

      6.8     Titles
        and Headings. 
        Titles and headings of sections of this Agreement are for convenience only
        and
        shall not affect the construction of any provision of this
        Agreement.

       

      6.9     Waivers
        and Extensions. 
        Any party to this Agreement may waive any right, breach or default which
        such
        party has the right to waive,
        provided
        that
        such waiver will not be effective against the waiving party unless it is
        in
        writing, is signed by such party, and specifically refers to this
        Agreement.  Waivers may be made in advance or after the right waived
        has
        arisen or the breach or default waived has occurred.  Any waiver may
        be
        conditional.  No waiver of any breach of any agreement or provision
        herein
        contained shall be deemed a waiver of any preceding or succeeding breach
        thereof
        nor of any other agreement or provision herein contained.  No waiver
        or
        extension of time for performance of any obligations or acts shall be deemed
        a
        waiver or extension of the time for performance of any other obligations
        or
        acts.

       

      6.10     Remedies
        Cumulative. 
        In the event that the Company fails to observe or perform any covenant or
        agreement to be observed or performed under this Agreement, the Investor
        or any
        other holder of Registrable Securities may proceed to protect and enforce
        its
        rights by suit in equity or action at law, whether for specific performance
        of
        any term contained in this Agreement or for an injunction against the breach
        of
        any such term or in aid of the exercise of any power granted in this Agreement
        or to enforce any other legal or equitable right, or to take any one or more
        of
        such actions, without being required to post a bond.  None of the
        rights,
        powers or remedies conferred under this Agreement shall be mutually exclusive,
        and each such right, power or remedy shall be cumulative and in addition
        to any
        other right, power or remedy, whether conferred by this Agreement or now
        or
        hereafter available at law, in equity, by statute or otherwise.

       

      6.11     Governing
        Law.
        This
        Agreement shall be governed by, interpreted under, and construed in accordance
        with the internal laws of the State of Delaware applicable to agreements
        made
        and to be performed within the State of Delaware, without giving effect to
        any
        choice-of-law provisions thereof that would compel the application of the
        substantive laws of any other jurisdiction. 

       

      6.12     Waiver
        of Trial by Jury. 
        Each party hereby irrevocably and unconditionally waives the right to a trial
        by
        jury in any action, suit, counterclaim or other proceeding (whether based
        on
        contract, tort or otherwise) arising out of, connected with or relating to
        this
        Agreement, the transactions contemplated hereby, or the actions of the Investor
        in the negotiation, administration, performance or enforcement
        hereof.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
        to
        be executed and delivered by their duly authorized representatives as of
        the
        date first written above.

       

       

      
        	 	
                INDUSTRIAL
                  SERVICES ACQUISITION CORP.

              
	 	
                a
                  Delaware corporation

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                By:

              	 
	 	
                Mark
                  McKinney, Chief Executive Officer

              
	
                 

              	
                 

              
	 	
                INVESTORS:

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                Ross
                  Berner

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                Mark
                  McKinney

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                Burke
                  Smith

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                Ronald
                  C. Kesselman

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                Michael
                  Magerman

              
	 	 
	 	 
	 	
                                                                      

              
	 	
                
                  
                    
                      The
                        Jerald and Melody Howe Weintraub Revocable Living Trust DTD
                        2/5/98

                    

                  

                

              
	 	 
	 	 
	 	
                                                                      

              
	 	
                Eric
                  Lastition

              
	 	 
	 	 
	 	
                                                                      

              
	 	
                Jeff
                  Davenport

              
	 	 
	 	 
	 	
                                                                      

              
	 	
                Collin
                  Rigler