EXHIBIT
            10.3
August
          17, 2005

      

      


      Industrial
        Services Acquisition Corp.

      c/o
        AMCO
        Distribution Services, Inc.

      2807
        El
        Presidio Street

      Carson
        CA
        90810

      


      Wedbush
        Morgan Securities Inc.

      As
        representative of the several Underwriters

      1000
        Wilshire Blvd., 10th
        Floor

      Los
        Angeles, CA 90017

      


      Re:
         Initial
        Public Offering

       

      Ladies
        and Gentlemen:

       

      The
        undersigned stockholder, officer and director of Industrial Services Acquisition
        Corp. (“Company”), in consideration of Wedbush Morgan Securities Inc.
        (“Wedbush”) agreeing to underwrite an initial public offering (“IPO”) of the
        Company’s units (“Units”), each comprised of one share of the Company’s common
        stock, par value $.0001 per share (“Common Stock”), and one warrant exercisable
        for one share of Common Stock (“Warrant”) and embarking on the IPO process,
        hereby agrees as follows (certain capitalized terms used herein are defined
        in
        Schedule 1 hereto):

       

      1. If
        the
        Company solicits approval of its stockholders of a Business Combination,
        the
        undersigned shall (i) vote all Insider Shares owned by such person in accordance
        with the majority of the votes cast by the holders of the IPO Shares and
        (ii)
        vote any shares of Common Stock acquired in or following the IPO in favor of the
        Business Combination.

      


      2. If
        a
        Transaction Failure occurs, the undersigned shall take all reasonable actions
        within such person’s power to cause (i) the Trust Fund to be liquidated and
        distributed to the holders of the IPO shares as soon as reasonably practicable
        and in any event no later than the Termination Date, and (ii) the Company
        to
        dissolve and liquidate as soon as practicable (the earliest date on which
        the
        conditions in clauses (i) and (ii) are both satisfied being the “Liquidation
        Date”). The undersigned hereby waives any and all right, title, interest or
        claim of any kind in or to any liquidating distributions by the Company,
        including, without limitation, any distribution of the Trust Fund as a result
        of
        such liquidation with respect to such person’s Insider Shares (“Claim”) and
        hereby further waives any Claim the undersigned may have in the future as
        a
        result of, or arising out of, any contracts or agreements with the Company
        and
        agrees to not seek recourse against the Trust Fund for any reason whatsoever.
        The undersigned hereby agrees that the Company shall be entitled to a
        reimbursement from the undersigned for any distribution of the Trust Fund
        received by the undersigned in respect of such person’s Insider
        Shares.

      


      3. The
        undersigned hereby agrees to indemnify and hold harmless the Company, pro
        rata
        with Ross Berner, the Company's Chairman and Mark McKinney, the Company's
        Chief
        Executive Officer (collectively, the “Indemnitors”), based on the number of
        Insider Shares held by each such individual, against any and all losses,
        liabilities, claims, damages and expenses whatsoever (including, but not
        limited
        to, any and all legal or other expenses reasonably incurred in investigating,
        preparing or defending against any litigation, whether pending or threatened,
        or
        any claim whatsoever) (collectively, “Damages”) to which the Company may
        become subject as a result of any claim (i) by any vendor that is owed money
        by
        the Company for services rendered or products sold, or (ii) by any target
        business with whom the Company has a written agreement, except that no such
        indemnification obligation shall apply to any Damages with respect to or
        arising
        out of any claims made by such target business that has signed a release,
        waiver
        or similar agreement (whether as part of such written agreement or otherwise)
        agreeing that it has no recourse to the Trust Fund, and provided that any
        indemnification obligation as set forth in (i) or (ii) above shall apply
        only to
        the extent necessary to ensure that such loss, liability, claim, damage or
        expense does not reduce the amount in the Trust Fund. It is hereby acknowledged
        and agreed that if the undersigned is removed or ceases to be reelected as
        a
        director (despite standing for reelection) of the Company, then his
        indemnification obligations hereunder shall cease and be of no further force
        or
        effect. If one of the other Indemnitors is removed or fails to be reelected
        (despite standing for reelection) as a director of the Company, then the
        undersigned’s indemnification obligation as set forth in (i) or (ii) above shall
        be re-allocated based on the number of Insider Shares then held by the
        undersigned and the other remaining Indemnitor.

       

      
        
          
          

        

        
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      4. In
        order
        to minimize potential conflicts of interest which may arise from multiple
        affiliations, the undersigned agrees to present to the Company for its
        consideration, prior to the undersigned’s exploitation of that opportunity in
        any way or the presentation to any other person or entity, any suitable
        opportunity to acquire all or substantially all of the outstanding equity
        securities of, or otherwise acquire (through merger, capital stock exchange,
        asset acquisition or other business combination) an operating business until
        the
        earlier of the consummation by the Company of a Business Combination, the
        distribution of the Trust Fund or until such time as the undersigned ceases
        to
        be an officer or director of the Company; provided,
        however,
        that
        the presentation of such opportunities to the Company shall in each case
        be
        subject to any pre-existing fiduciary and/or contractual obligations the
        undersigned might have.

       

      5.
         The
        undersigned acknowledges and agrees that the Company will not consummate
        any
        Business Combination which involves a company which is affiliated with any
        of
        the Insiders unless the Company obtains an opinion from an independent
        investment banking firm that is a member of the National Association of
        Securities Dealers, Inc. that the business combination is fair to the Company’s
        stockholders from a financial perspective.

      


      6. Neither
        the undersigned, any member of the Immediate Family of the undersigned, nor
        any
        Affiliate of the undersigned will be entitled to receive and will not accept
        any
        compensation for services rendered to the Company prior to, or in connection
        with, the consummation of the Business Combination; provided that the
        undersigned shall be entitled to reimbursement from the Company for his
        out-of-pocket expenses incurred in connection with seeking and consummating
        a
        Business Combination.

      .

      7. The
        undersigned agrees that neither the undersigned, any member of the Immediate
        Family of the undersigned, or any Affiliate of the undersigned will be entitled
        to receive or accept, and the undersigned, on behalf of the undersigned and
        the
        aforementioned parties, hereby waives any rights to, a finder’s fee or any other
        compensation in the event the undersigned, any member of the Immediate Family
        of
        the undersigned or any Affiliate of the undersigned originates a Business
        Combination.

       

      8. The
        undersigned will escrow his Insider Shares for the period commencing on the
        Effective Date and ending on the one year anniversary of the Business
        Combination Date by the Company, subject to the terms of a Stock Escrow
        Agreement which the Company will enter into with the undersigned and an escrow
        agent acceptable to the Company.

       

      9. The
        undersigned agrees to be the Chief Financial Officer and Secretary and a
        member
        of the Board of Directors of the Company until the earlier of the consummation
        by the Company of a Business Combination or the liquidation of the
        Company.  The undersigned’s biographical information furnished to the
        Company and Wedbush and attached hereto as Exhibit
        A
        is true
        and accurate in all respects, does not omit any material information with
        respect to the undersigned’s background and contains all of the information
        required to be disclosed pursuant to Section 401 of Regulation S-K,
        promulgated under the Securities Act of 1933.  The undersigned’s
        Questionnaire furnished to the Company and Wedbush is true and accurate in
        all
        respects.  The undersigned further represents and warrants to the
        Company
        and Wedbush that:

      


      
        
          
          

        

        
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      (a)   The
        undersigned is not subject to or a respondent in any legal action for, any
        injunction, cease-and-desist order or order or stipulation to desist or refrain
        from any act or practice relating to the offering of securities in any
        jurisdiction;

       

      (b)       The
        undersigned has never been convicted of or pleaded guilty to any crime (i)
        involving any fraud or (ii) relating to any financial transaction or handling
        of
        funds of another person, or (iii) pertaining to any dealings in any securities
        and such person is not currently a defendant in any such criminal proceeding;
        and

       

      (c)       The
        undersigned has never been suspended or expelled from membership in any
        securities or commodities exchange or association or had a securities or
        commodities license or registration denied, suspended or revoked.

       

      10. The
        undersigned has full right and power, without violating any agreement by
        which
        the undersigned is bound, to enter into this letter agreement and to serve
        as
        Chief Financial Officer and Secretary and a member of the Board of Directors
        of
        the Company.

      


      11. The
        undersigned acknowledges and understands that Wedbush and the Company will
        rely
        upon the agreements, representations and warranties set forth herein in
        proceeding with the IPO.

      


      12. This
        letter agreement shall be binding on the undersigned and such person’s
        respective successors, heirs, personal representatives and assigns. This
        letter
        agreement shall terminate on the earlier of (i) the Business Combination
        Date
        and (ii) the Termination Date; provided,
        however,
        that
        any such termination shall not relieve the undersigned from any liability
        resulting from or arising out of any breach of any agreement or covenant
        hereunder occurring prior to the termination of this letter
        agreement.

       

      13. The
        undersigned authorizes any employer, financial institution, or consumer credit
        reporting agency to release to Wedbush and its legal representatives or agents
        (including any investigative search firm retained by Wedbush) any information
        they may have about the undersigned’s background and finances
        (“Information”).  Neither Wedbush nor its agents shall be violating the
        undersigned’s right of privacy in any manner in requesting and obtaining the
        Information and the undersigned hereby releases them from liability for any
        damage whatsoever in that connection.

      


      14. This
        letter agreement shall be governed by and interpreted and construed in
        accordance with the laws of the State of California applicable to contracts
        formed and to be performed entirely within the State of California, without
        regard to the conflicts of law provisions thereof to the extent such principles
        and rules would require or permit the application of the laws of another
        jurisdiction. The undersigned hereby agrees that any action, proceeding
        or
        claim against the undersigned arising out of or relating in any way to this
        Agreement shall be brought and enforced in the courts of the State of California
        or the United States District Court for the Northern District of California,
        and
        irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
        The undersigned hereby waives any objection to such exclusive jurisdiction
        and
        that such courts represent an inconvenience forum.

       

      
        
          
          

        

        
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      15. No
        term
        or provision of this letter agreement may be amended, changed, waived, altered
        or modified except by written instrument executed and delivered by the party
        against whom such amendment, change, waiver, alteration or modification is
        to be
        enforced.

       

      
 

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      Name:
        Burke Smith

      


      


          
        /s/ Burke Smith       

                                        
          Signature

      


      Accepted
        and agreed:

      


      WEDBUSH
        MORGAN SECURITIES INC.

       

      By:
        /s/ Mark
        Salter                      
        

      Name:
        Mark Salter

      Title:  
        Managing Director, Head of Investment Banking

      


       

      Accepted
        and agreement:

       

      INDUSTRIAL
        SERVICES ACQUISTION CORP.

       

      By:
        /s/ Mark
        McKinney            

      Name:
        Mark McKinney 

      Title:
        Chief Executive Officer

      


       

      


       

       

       

       

       

      
        
          
          

        

        
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      SCHEDULE
        1

      


      SUPPLEMENTAL
        COMMON DEFINITIONS

      


      Unless
        the contact shall otherwise require, the following terms shall the following
        respective meanings for all purposes, and the following definitions are equally
        applicable to both the singular and the plural forms and the feminine, masculine
        and neuter forms of the terms defined.

      


      “Business
        Combination”
        shall
        mean the acquisition by the Company, whether by merger, capital stock exchange,
        asset acquisition or other similar business combination, of one or more
        operating businesses, having, collectively, a fair market value equal to
        at
        least 80% of the Company’s net assets at the time of such merger, capital stock
        exchange, asset acquisition or other similar business combination.

      


      “Business
        Combination Date”
        shall
        mean the date upon which a Business Combination is consummated.

      


      “Effective
        Date”
        shall
        mean the date upon which the Registration Statement is declared effective
        under
        the Securities Act of 1933, as amended, by the SEC.

      


      “Immediate
        Family”
        shall
        mean, with respect to any person, such person’s spouse, lineal descendents,
        father, mother, brothers or sisters (including any such relatives by adoption
        or
        marriage).

      


      “Insiders”
        shall
        mean all of the officers, directors and stockholders of the Company immediately
        prior to the Company’s IPO.

      


      “Insider
        Shares”
        shall
        mean all shares of Common Stock of the Company owned by an Insider immediately
        prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not
        include any IPO Shares purchased by Insiders in connection with or subsequent
        to
        the Company’s IPO.

      


      “IPO
        Shares”
        shall
        mean all shares of Common Stock issued by the Company in its IPO, regardless
        of
        whether such shares were issued to an Insider or otherwise.

      


      “Prospectus”
        shall
        mean the final prospectus filed pursuant to Rule 424(b) under the Securities
        Act
        of 1933, as amended, and included in the Registration Statement.

      


      “Registration
        Statement”
        shall
        mean the registration statement filed by the Company on Form S-1 with the
        SEC,
        and any amendment or supplement thereto, in connection with the Company’s
        IPO.

      


      “SEC”
        shall
        mean the United Stated Securities and Exchange Commission.

      


      “Termination
        Date”shall
        mean the date that is sixty (60) calendar days immediately following the
        Transaction Failure Date.

      


      “Transaction
        Failure”
        shall
        mean the earlier of (i) the failure to enter into a letter of intent, definitive
        agreement or agreement in principal with respect to a Business Combination
        on
        any day during the eighteen-month period immediately following the Effective
        Date, and (ii) the failure to consummate a Business Combination on any day
        during the twenty-four-month period immediately following the Effective Date.
        

      


      “Transaction
        Failure Date”
        shall
        mean if a Transaction Failure first occurs as a result of the failure described
        in clause (i) of the definition of “Transaction Failure”, the eighteen-month
        anniversary of the Effective Date, and if a Transaction Failure first occurs
        as
        a result of the failure described in clause (ii) of the definition of
“Transaction Failure”, the second anniversary of the Effective Date.


      


      “Trust
        Fund”
        shall
        mean that certain trust account established with Continental Stock Transfer
        & Trust Company, as trustee, and in which the Company deposited the “funds
        to be held in trust,” as described in the Prospectus.


      
 

      
        
          
          

        

        
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      EXHIBIT
        A

      


      BIOGRAPHY

       

      
        Burke
          Smith
          has been
          our chief financial officer and secretary since inception. In addition,
          Mr.
          Smith is the founder of and has served as president of Franchise Capital
          Group,
          Inc., a multi-unit franchise development company, since 2002. In addition,
          he
          was executive director of mergers and acquisitions at UBS Warburg LLC from
          2001
          to 2003. Mr. Smith was a vice president in mergers & acquisitions at
          Donaldson Lufkin & Jenrette from 1998 to 2001. Prior to that Mr. Smith
          worked at Kirkland & Ellis from 1995 to 1996 and as an associate in Mergers
& Acquisitions at Wasserstein, Perella & Company from 1996 to 1998. Mr.
          Smith received a JD from Harvard Law School, where he was an editor of
          the
          Harvard Law Review, and a BA and a MA from Stanford
          University.

      

       

       

       

       

       

      
 

      
        
          
          

        

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