Unassociated Document


    

      EXHIBIT
        10.10

       

      INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of __________, 2005 by and between Industrial Services
        Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
        Company (“Trustee”).

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, No. _________
        (“Registration Statement”), for its initial public offering of securities
        (“IPO”) has been declared effective as of the date hereof by the Securities and
        Exchange Commission (“Effective Date”); and

       

      WHEREAS,
        Wedbush Morgan Securities Inc. (“Wedbush”) is acting as the representative of
        the underwriters in the IPO; and

       

      WHEREAS,
        as described in the Company’s Registration Statement, and in accordance with the
        Company’s Certificate of Incorporation, as amended or restated and in effect on
        the date hereof,  $______ of the gross proceeds of the IPO ($______
        if the
        underwriters over-allotment option is exercised in full) will be delivered
        to
        the Trustee to be deposited and held in a trust account for the benefit of
        the
        Company and the holders of the Company’s common stock, par value $.0001 per
        share, issued in the IPO as hereinafter provided and in the event the Units
        are
        registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado
        Revised Statutes. A copy of the Colorado Statute is attached hereto and made
        a
        part hereof (the amount to be delivered to the Trustee will be referred to
        herein as the “Property”; the stockholders for whose benefit the Trustee shall
        hold the Property will be referred to as the “Public Stockholders,” and the
        Public Stockholders and the Company will be referred to together as the
“Beneficiaries”); and

       

      WHEREAS,
        the Company and the Trustee desire to enter into this Agreement to set forth
        the
        terms and conditions pursuant to which the Trustee shall hold the
        Property;

       

      IT
        IS
        AGREED:

       

      1.     Agreements
        and Covenants of Trustee.
        The
        Trustee hereby agrees and covenants to:

       

      (a)   Hold
        the
        Property in trust for the Beneficiaries in accordance with the terms of this
        Agreement, including the terms of Section 11-51-302(6) of the Colorado
        Statute, in a segregated trust account (“Trust Account”) established by the
        Trustee at a branch of JPMorgan Chase NY Bank selected by the
        Trustee;

       

      (b)   Manage,
        supervise and administer the Trust Account subject to the terms and conditions
        set forth herein;

       

      (c)   In
        a
        timely manner, upon the written instruction of the Company, invest and reinvest
        the Property in any Government Security or in any open ended investment company
        registered under the Investment Company Act of 1940 that holds itself out
        as a
        money market fund meeting the conditions of paragraphs (c)(2), (c)(3) and
        (c)(4)
        of Rule 2a-7 promulgated under the Investment Company Act of 1940. As used
        herein, "Government Security" means any Treasury Bill issued by the United
        States, having a maturity of one hundred and eighty days or less; 

       

      (d)   Collect
        and receive, when due, all principal and income arising from the Property,
        which
        shall become part of the “Property,” as such term is used herein;

       

      (e)   Notify
        the Company of all communications received by it with respect to any Property
        requiring action by the Company;

       

      (f)   Supply
        any necessary information or documents as may be requested by the Company
        in
        connection with the Company’s preparation of the tax returns for the Trust
        Account;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (g)   Participate
        in any plan or proceeding for protecting or enforcing any right or interest
        arising from the Property if, as and when instructed by the Company to do
        so;

       

      (h)   Render
        to
        the Company and to Wedbush, and to such other person as the Company may instruct
        in writing, monthly written statements of the activities of and amounts in
        the
        Trust Account reflecting all receipts and disbursements of the Trust Account;
        

       

      (i)   If
        there
        is any income tax obligation relating to the income of the Property in the
        Trust
        Account, then, at the written instruction of the Company, the Trustee shall
        issue a check directly to the taxing authorities designated by the Company,
        out
        of the Property in the Trust Account, in the amount indicated by the Company
        as
        owing to each such taxing authority; and 

       

      (j)   Commence
        liquidation of the Trust Account only after receipt of and only in accordance
        with the terms of a letter (“Termination Letter”), in a form substantially
        similar to that attached hereto as either Exhibit A or Exhibit B,
        signed on
        behalf of the Company by its Chief Executive Officer, President or Chairman
        of
        the Board, Secretary and
        a
        non-management member of its board of directors, and complete the
        liquidation of the Trust Account and distribute the Property in the Trust
        Account only as directed in the Termination Letter and the other documents
        referred to therein. The Trustee understands and agrees that disbursements
        from
        the Trust Account shall be made only pursuant to a duly executed Termination
        Letter, together with the other documents referenced herein. In all cases,
        the
        Trustee shall provide Wedbush with a copy of any Termination Letters and/or
        any
        other correspondence that it receives with respect to any proposed withdrawal
        from the Trust Account promptly after it receives same.

       

      2.     Agreements
        and Covenants of the Company.
        The
        Company hereby agrees and covenants to:

       

      (a)   Give
        all
        instructions to the Trustee hereunder in writing, signed by the Company’s Chief
        Executive Officer, President or Chairman of the Board. In addition, except
        with
        respect to its duties under paragraph 1(i) above, the Trustee shall be entitled
        to rely on, and shall be protected in relying on, any verbal or telephonic
        advice or instruction which it in good faith believes to be given by any
        one of
        the persons authorized above to give written instructions, provided that
        the
        Company shall promptly confirm such instructions in writing;

       

      (b)   Hold
        the
        Trustee harmless and indemnify the Trustee from and against, any and all
        expenses, including reasonable counsel fees and disbursements, or loss suffered
        by the Trustee in connection with any action, suit or other proceeding brought
        against the Trustee involving any claim, or in connection with any claim
        or
        demand which in any way arises out of or relates to this Agreement, the services
        of the Trustee hereunder, or the Property or any income earned from investment
        of the Property, except for expenses and losses resulting from the Trustee’s
        gross negligence or willful misconduct. Promptly after the receipt by the
        Trustee of notice of demand or claim or the commencement of any action, suit
        or
        proceeding, pursuant to which the Trustee intends to seek indemnification
        under
        this paragraph, it shall notify the Company in writing of such claim
        (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
        right to conduct and manage the defense against such Indemnified Claim,
        provided, that the Trustee shall obtain the consent of the Company with respect
        to the selection of counsel, which consent shall not be unreasonably withheld.
        The Company may participate in such action with its own counsel;
        and

       

      (c)   Pay
        the
        Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
        being expressly understood that the Property shall not be used to pay such
        fee).
        The Company shall pay the Trustee the initial acceptance fee and first year’s
        fee at the consummation of the IPO and thereafter on the anniversary of the
        Effective Date. The Trustee shall refund to the Company the fee (on a pro
        rata
        basis) with respect to any period after the liquidation of the Trust Account.
        The Company shall not be responsible for any other fees or charges of the
        Trustee except as may be provided in paragraph 2(b) hereof (it being
        expressly understood that the Property shall not be used to make any payments
        to
        the Trustee under such paragraph).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      3.     Limitations
        of Liability.
        The
        Trustee shall have no responsibility or liability to:

       

      (a)   Take
        any
        action with respect to the Property, other than as directed in paragraph
        1
        hereof and the Trustee shall have no liability to any party except for liability
        arising out of its own gross negligence or willful misconduct;

       

      (b)   Institute
        any proceeding for the collection of any principal and income arising from,
        or
        institute, appear in or defend any proceeding of any kind with respect to,
        any
        of the Property unless and until it shall have received instructions from
        the
        Company given as provided herein to do so and the Company shall have advanced
        or
        guaranteed to it funds sufficient to pay any expenses incident
        thereto;

       

      (c)   Change
        the investment of any Property, other than in compliance with
        paragraph 1(c);

       

      (d)   Refund
        any depreciation in principal of any Property;

       

      (e)   Assume
        that the authority of any person designated by the Company to give instructions
        hereunder shall not be continuing unless provided otherwise in such designation,
        or unless the Company shall have delivered a written revocation of such
        authority to the Trustee;

       

      (f)   The
        other
        parties hereto or to anyone else for any action taken or omitted by it, or
        any
        action suffered by it to be taken or omitted, in good faith and in the exercise
        of its own best judgment, except for its gross negligence or willful misconduct.
        The Trustee may rely conclusively and shall be protected in acting upon any
        order, notice, demand, certificate, opinion or advice of counsel (including
        counsel chosen by the Trustee), statement, instrument, report or other paper
        or
        document (not only as to its due execution and the validity and effectiveness
        of
        its provisions, but also as to the truth and acceptability of any information
        therein contained) which is believed by the Trustee, in good faith, to be
        genuine and to be signed or presented by the proper person or persons. The
        Trustee shall not be bound by any notice or demand, or any waiver, modification,
        termination or rescission of this agreement or any of the terms hereof, unless
        evidenced by a written instrument delivered to the Trustee signed by the
        proper
        party or parties and, if the duties or rights of the Trustee are affected,
        unless it shall give its prior written consent thereto;

       

      (g)   Verify
        the correctness of the information set forth in the Registration Statement
        or to
        confirm or assure that any acquisition made by the Company or any other action
        taken by it is as contemplated by the Registration Statement; and

       

      (h)   Pay
        any
        taxes on behalf of the Trust Account (it being expressly understood that
        as set
        forth in Section 1(i), if there is any income tax obligation relating to
        the
        income of the Property in the Trust Account, then , at the written instruction
        of the Company, the Trustee shall issue a check directly to the taxing
        authorities designated by the Company, out of the Property in the Trust Account,
        in the amount indicated by the Company as owing to each such taxing
        authority).

       

      4.     Termination.
        This
        Agreement shall terminate as follows:

       

      (a)   If
        the
        Trustee gives written notice to the Company that it desires to resign under
        this
        Agreement, the Company shall use its reasonable efforts to locate a successor
        trustee. At such time that the Company notifies the Trustee that a successor
        trustee has been appointed by the Company and has agreed to become subject
        to
        the terms of this Agreement, the Trustee shall transfer the management of
        the
        Trust Account to the successor trustee, including but not limited to the
        transfer of copies of the reports and statements relating to the Trust Account,
        whereupon this Agreement shall terminate; provided, however, that, in the
        event
        that the Company does not locate a successor trustee within ninety days of
        receipt of the resignation notice from the Trustee, the Trustee may submit
        an
        application to have the Property deposited with the United States District
        Court
        for the Southern District of New York and upon such deposit, the Trustee
        shall
        be immune from any liability whatsoever;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      (b)   At
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provisions of paragraph 1(i) hereof, and distributed
        the
        Property in accordance with the provisions of the Termination Letter, this
        Agreement shall terminate except with respect to Paragraph 2(b); or

       

      (c)   On
        such
        date after ______________, 2007 when the Trustee deposits the Property with
        the
        United States District Court for the Southern District of New York in the
        event
        that, prior to such date, the Trustee has not received a Termination Letter
        from
        the Company pursuant to paragraph 1(i).

       

      5.     Miscellaneous.

       

      (a)   The
        Company and the Trustee each acknowledge that the Trustee will follow the
        security procedures set forth below with respect to funds transferred from
        the
        Trust Account. Upon receipt of written instructions, the Trustee will confirm
        such instructions with an Authorized Individual at an Authorized Telephone
        Number listed on the attached Exhibit C.  The Company and the
        Trustee
        will each restrict access to confidential information relating to such security
        procedures to authorized persons. Each party must notify the other party
        immediately if it has reason to believe unauthorized persons may have obtained
        access to such information, or of any change in its authorized personnel.
        In
        executing funds transfers, the Trustee will rely upon account numbers or
        other
        identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,
        rather than names. The Trustee shall not be liable for any loss, liability
        or
        expense resulting from any error in an account number or other identifying
        number, provided it has accurately transmitted the numbers
        provided.

       

      (b)   This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of Delaware, without giving effect to conflict of laws.
        It may
        be executed in several counterparts, each one of which shall constitute an
        original, and together shall constitute but one instrument.

       

      (c)   This
        Agreement contains the entire agreement and understanding of the parties
        hereto
        with respect to the subject matter hereof. This Agreement or any provision
        hereof may only be changed, amended or modified by a writing signed by each
        of
        the parties hereto; provided, however, that (i) such action shall not have
        a
        material adverse effect on the interests of the Public Stockholders; and
        (ii) no
        such change, amendment or modification may be made without the prior written
        consent of Wedbush. As to any claim, cross-claim or counterclaim in any way
        relating to this Agreement, each party waives the right to trial by
        jury.

       

      (d)   The
        parties hereto consent to the jurisdiction and venue of any state or federal
        court located in the City of Los Angeles for purposes of resolving any disputes
        hereunder.

       

      (e)   Any
        notice, consent or request to be given in connection with any of the terms
        or
        provisions of this Agreement shall be in writing and shall be sent by express
        mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or by facsimile transmission:

       

      If
        to the
        Trustee, to:

       

      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven G. Nelson

      Fax
        No.:
        (212) 509-5150

       

      If
        to the
        Company, to:

       

      Industrial
        Services Acquisition Corp.

      c/o
        AMCO
        Distribution Services, Inc.

      2807
        El
        Presidio Street

      Carson,
        CA 90810 

      Attn:
        Chief Executive Officer

      Fax
        No.:
        (310) 900-1460

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      in
        either
        case with a copy to:

       

      Wedbush
        Morgan Securities Inc,

      1000
        Wilshire Blvd., 10th Floor

      Los
        Angeles, CA 90017

      Attn:
        Michael McCaffrey 

      Fax
        No.:
        (213) 688-6642

      


      (f)   This
        Agreement may not be assigned by the Trustee without the prior consent of
        the
        Company.

       

      (g)   Each
        of
        the Trustee and the Company hereby represents that it has the full right
        and
        power and has been duly authorized to enter into this Agreement and to perform
        its respective obligations as contemplated hereunder. The Trustee acknowledges
        and agrees that it shall not make any claims or proceed against the Trust
        Account, including by way of set-off, and shall not be entitled to any funds
        in
        the Trust Account under any circumstance.

       

      (h)   The
        Trustee hereby waives any and all right, title, interest or claim of any
        kind
        (“Claim”) in or to any distribution of the Trust Account, and hereby agrees not
        to seek recourse, reimbursement, payment or satisfaction for any Claim against
        the Trust Account for any reason whatsoever.

       

      (i)   The
        Trustee hereby consents to the inclusion of Continental Stock Transfer &
        Trust Company in the Registration Statement and other materials relating
        to the
        IPO.

       

      


       

      [Remainder
        of this page intentionally left blank]

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have duly executed this Investment Management
        Trust
        Agreement as of the date first written above.

       

      
        	 	 	 
	 	
                CONTINENTAL
                  STOCK TRANSFER 

                 
                  & TRUST COMPANY, as Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

       

      
        	 	 	 
	 	INDUSTRIAL
                SERVICES ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: 
	 	Title:


      

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      Continental
        Stock Transfer

       
        & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven Nelson

       

      
        	
                Re:

              	
                Trust
                  Account No.     Termination
                  Letter

              


      

       

      Gentlemen:

       

      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between
        Industrial Services Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ____________ , 2005 (“Trust
        Agreement”), this is to advise you that the Company has entered into an
        agreement (“Business Agreement”) with _____________ (“Target Business”) to
        consummate a business combination with Target Business (“Business Combination”)
        on or about
        [insert date].
        The
        Company shall notify you at least 48 hours in advance of the actual date
        of the
        consummation of the Business Combination (“Consummation Date”).

       

      In
        accordance with the terms of the Trust Agreement, we hereby authorize you
        to
        commence liquidation of the Trust Account to the effect that, on the
        Consummation Date, all of funds held in the Trust Account will be immediately
        available for transfer to the account or accounts that the Company shall
        direct
        on the Consummation Date.

       

      On
        the
        Consummation Date (i) counsel for the Company shall deliver to you written
        notification that (a) the Business Combination shall be consummated immediately
        after receipt of the funds held in the Trust Account and (b) the provisions
        of
        Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute, if
        applicable, have been met, and (ii) the Company shall deliver to you written
        instructions with respect to the transfer of the funds held in the Trust
        Account
        (“Instruction Letter”). You are hereby directed and authorized to transfer the
        funds held in the Trust Account immediately upon your receipt of the counsel’s
        letter and the Instruction Letter, in accordance with the terms of the
        Instruction Letter. In the event that certain deposits held in the Trust
        Account
        may not be liquidated by the Consummation Date without penalty, you will
        notify
        the Company of the same and the Company shall direct you as to whether such
        funds should remain in the Trust Account and be distributed after the
        Consummation Date to the Company. Upon the distribution of all the funds
        in the
        Trust Account pursuant to the terms hereof, the Trust Agreement shall be
        terminated.

       

      In
        the
        event that the Business Combination is not consummated on the Consummation
        Date
        described in the notice thereof and we have not notified you on or before
        the
        original Consummation Date of a new Consummation Date, then the funds held
        in
        the Trust Account shall be reinvested as provided in the Trust Agreement
        on the
        business day immediately following the Consummation Date as set forth in
        the
        notice.

      
        	 	 	 
	 	Very truly yours,
	 	 
	 	INDUSTRIAL
                SERVICES ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              


      

      
        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                


        

      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        B

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      Continental
        Stock Transfer

       
        & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven Nelson

       

      
        	
                Re:

              	
                Trust
                  Account No.     Termination
                  Letter

              


      

       

      Gentlemen:

       

      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between
        Industrial Services Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of , 2005 (“Trust Agreement”), this is
        to advise you that the Company has been unable to effect a Business Combination
        with a Target Company within the time frame specified in the Company’s
        prospectus relating to its IPO.

       

      In
        accordance with the terms of the Trust Agreement, we hereby (a) certify to
        you
        that, if applicable, the provisions of Section 11-51-302(6) and Rule
        51-3.4
        of the Colorado Statute have been met and (b) authorize you, to commence
        liquidation of the Trust Account. You will notify the Company and JPMorgan
        Chase
        NY Bank (“Designated Paying Agent”) in writing as to when all of the funds in
        the Trust Account will be available for immediate transfer (“Transfer Date”).
        The Designated Paying Agent shall thereafter notify you as to the account
        or
        accounts of the Designated Paying Agent that the funds in the Trust Account
        should be transferred to on the Transfer Date so that the Designated Paying
        Agent may commence distribution of such funds in accordance with the Company’s
        instructions. You shall have no obligation to oversee the Designated Paying
        Agent’s distribution of the funds. Upon the payment to the Designated Paying
        Agent of all the funds in the Trust Account, the Trust Agreement shall be
        terminated.

       

      
        
          	 	 	 
	 	Very truly yours,
	 	 
	 	INDUSTRIAL
                  SERVICES ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                


        

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                


        

        
          
            	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                  


          

        

      


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C

       

      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	 	
                AUTHORIZED

              
	
                FOR
                  TELEPHONE CALL BACK

              	 	
                TELEPHONE
                  NUMBER(S)

              
	
                 

              	
                 

              	
                 

              
	
                Company:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Industrial
                  Services Acquisition Corp.

              	
                 

              	
                 

              
	
                c/o
                  AMCO Distribution Services, Inc.

                2807
                  El Presidio Street

                Carson,
                  CA 90810 

              	
                 

              	
                 

              
	
                Attn:
                  Chief Executive Officer

              	
                 

              	
                (310)
                  900-1450

              
	
                 

              	
                 

              	
                 

              
	
                Trustee:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Continental
                  Stock Transfer

              	
                 

              	
                 

              
	
                 
                  & Trust Company

              	
                 

              	
                 

              
	
                17
                  Battery Place

              	
                 

              	
                 

              
	
                New
                  York, New York 10004

              	
                 

              	
                 

              
	
                Attn:
                  Steven G. Nelson, Chairman

              	
                 

              	
                [Telephone]

              


      

      


       

      
        
          
          

        

        
          C-1