EXHIBIT
        4.4

       

      WARRANT
        AGREEMENT

       

      Agreement
        made as of ___________ , 2005 between Industrial Services Acquisition
        Corp., a Delaware corporation, with offices at 2807 El Presidio, Carson,
        California 90810 (“Company”), and Continental Stock Transfer & Trust
        Company, a New York corporation, with offices at 17 Battery Place, New York,
        New
        York 10004 (“Warrant Agent”).

       

      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units
        (“Units”) and, in connection therewith, has determined to issue and deliver up
        to ___________ Warrants (“Public Warrants”) to the investors in the Public
        Offering, each of such Public Warrants evidencing the right of the holder
        thereof to purchase one share of common stock, par value $.0001 per share,
        of
        the Company’s Common Stock (“Common Stock”) for $6.00, subject to adjustment as
        described herein, and (ii) _________ Warrants to Wedbush Morgan Securities
        Inc.
        (“Wedbush”) or its designees (“Representative's Warrants” and, together with the
        Public Warrants, the “Warrants”), each such Representative’s Warrant evidencing
        the right of the holder thereof to purchase one share of Common Stock for
        $____,
        subject to adjustments as described herein; and

       

      WHEREAS,
        the Company has filed with the Securities and Exchange Commission a Registration
        Statement, No. _________ on Form S-1 (as the same may be amended from time
        to
        time) (“Registration Statement”) for the registration, under the Securities Act
        of 1933, as amended (“Act”) of, among other securities, the Warrants and the
        Common Stock issuable upon exercise of the Warrants; and

       

      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer, exchange, redemption and exercise of the Warrants;
        and

       

      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

       

      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

       

      1.  Appointment
        of Warrant Agent.
        The
        Company hereby appoints the Warrant Agent to act as agent
        for the
        Company for the Warrants, and the Warrant Agent hereby accepts such appointment
        and agrees to perform the same in accordance with the terms and conditions
        set
        forth in this Agreement.

       

      2.  Warrants.

       

      2.1  Form
        of Warrant.
        Each
        Warrant shall be issued in registered form only, shall be in substantially
        the
        form of Exhibit A hereto, the provisions of which are incorporated herein
        and
        shall be signed by, or bear the facsimile signature of, the Chairman of the
        Board or President and Treasurer, Secretary or Assistant Secretary of the
        Company and shall bear a facsimile of the Company’s seal. In the event the
        person whose facsimile signature has been placed upon any Warrant shall have
        ceased to serve in the capacity in which such person signed the Warrant before
        such Warrant is issued, it may be issued with the same effect as if he or
        she
        had not ceased to be such at the date of issuance. All of the Warrants shall
        initially be represented by one or more book-entry certificates (each a
“Book-Entry Warrant Certificate”).

       

      2.2  Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      2.3  Registration.

       

      2.3.1  Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”), for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denominations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company. All of the Warrants shall initially be represented by one or
        more
        Book-Entry Warrant Certificate deposited with the Depository Trust Company
        (the
“Depository”) and registered in the name of Cede & Co., a nominee of the
        Depository. Ownership of beneficial interests in the Warrants shall be shown
        on,
        and the transfer of such ownership shall be effected through, records maintained
        by (i) the Depository or its nominee for each Book-Entry Warrant Certificate,
        or
        (ii) institutions that have accounts with the Depository (such institution,
        with
        respect to a Warrant in its account, a “Participant”).

       

      If
        the
        Depository subsequently ceases to make its book-entry settlement system
        available for the Warrants, the Company may instruct the Warrant Agent regarding
        making other arrangements for book-entry settlement. In the event that the
        Warrants are not eligible for, or it is no longer necessary to have the Warrants
        available in, book-entry form, the Warrant Agent shall provide written
        instructions to the Depository to deliver to the Warrant Agent for cancellation
        of each Book-Entry Warrant Certificate, and the Company shall instruct the
        Warrant Agent to deliver to the Depository definitive Warrant Certificates
        in
        physical form evidencing such Warrants. Such definitive Warrant Certificates
        shall be in the form annexed hereto as Exhibit
        A
        with
        appropriate insertions, modifications and omissions, as provided
        above.

       

      2.3.2  Beneficial
        Owner; Registered Holder.
        The
        term “beneficial owner” shall mean, on or after the Detachment Date, any person
        in whose name ownership of a beneficial interest in the Warrants evidenced
        by a
        Book-Entry Certificate is recorded in the records maintained by the Depository
        or its nominee, and prior to the Detachment Date, the person in whose name
        the
        Unit to which Warrant Certificate was initially attached as registered upon
        the
        register relating to such Units. Prior to due presentment for registration
        of
        transfer of any Warrant, the Company and the Warrant Agent may deem and treat
        the person in whose name such Warrant shall be registered upon the Warrant
        Register (“registered holder”), as the absolute owner of such Warrant and of
        each Warrant represented thereby (notwithstanding any notation of ownership
        or
        other writing on the Warrant Certificate made by anyone other than the Company
        or the Warrant Agent), for the purpose of any exercise thereof, and for all
        other purposes, and neither the Company nor the Warrant Agent shall be affected
        by any notice to the contrary.

       

      2.4  Detachability
        of Warrants.
        The
        securities comprising the Units will be separately transferable within the
        first
        20 trading days following the earlier of the exercise in full or expiration
        of
        the underwriters’ over-allotment option (as described in the Company's
        Prospectus dated ____________, 2005) (the “Detachment Date”), but in no event
        will separate trading of the securities comprising the Units be allowed until
        the Company files a Current Report on Form 8-K which includes an audited
        balance
        sheet reflecting the receipt by the Company of the net proceeds of the Public
        Offering including the proceeds received by the Company from the exercise
        of the
        underwriter’s over-allotment option, if any.

       

      2.5  Warrants
        and Representative's Warrants.
        The
        Representative's Warrants shall have the same terms and be in the same form
        as
        the Public Warrants except with respect to the Warrant Price as set forth
        below
        in Section 3.1.

       

      3.  Terms
        and Exercise of Warrants.

       

      3.1  Warrant
        Price.
        Each
        Public Warrant shall, when countersigned by the Warrant Agent, entitle the
        registered holder thereof, subject to the provisions of such Public Warrant
        and
        of this Warrant Agreement, to purchase from the Company the number of shares
        of
        Common Stock stated therein, at the price of $6.00 per whole share, subject
        to
        the adjustments provided in Section 4 hereof and in the last sentence
        of
        this Section 3.1. Each Representative’s Warrant shall, when countersigned
        by the Warrant Agent, entitle the registered holder thereof, subject to the
        provisions of such Representative's Warrant and of this Warrant Agreement,
        to
        purchase from the Company the number of shares of Common Stock stated therein,
        at the price of $6.00 per whole share, subject to the adjustments provided
        in
        Section 4 hereof and in the last sentence of this Section 3.1. The
        term
“Warrant Price” as used in this Warrant Agreement refers to the price per share
        at which Common Stock may be purchased at the time a Warrant is exercised.
        The
        Company in its sole discretion may lower the Warrant Price at any time prior
        to
        the Expiration Date.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      3.2  Duration
        of Warrants.
        A
        Warrant may be exercised only during the period (“Exercise Period”) commencing
        on the later of the consummation by the Company of a merger, capital stock
        exchange, asset acquisition or other similar business combination (“Business
        Combination”) (as described more fully in the Company’s Registration Statement)
        or ___________ , 2006 and terminating at 5:00 p.m., New York City
        time on
        the earlier to occur of (i) ___________, 2010 or (ii) the date fixed
        for
        redemption of the Warrants as provided in Section 6 of this Agreement
        (“Expiration Date”). Except with respect to the right to receive the Redemption
        Price (as set forth in Section 6 hereunder), each Warrant not exercised
        on
        or before the Expiration Date shall become void, and all rights thereunder
        and
        all rights in respect thereof under this Agreement shall cease at the close
        of
        business on the Expiration Date. The Company in its sole discretion may extend
        the duration of the Warrants by delaying the Expiration Date.

       

      3.3  Exercise
        of Warrants.
        A
        registered holder may exercise a Warrant by delivering not later than 5:00
        P.M.,
        New York time, on any Business Day (defined as any day that is not a Saturday
        or
        Sunday and is not a United States federal holiday or a day on which banking
        institutions generally are authorized or obligated by law or regulation to
        close
        in New York) during the Exercise Period (the “Exercise Date”) to the Warrant
        Agent at its corporate trust department (i) the Warrant Certificate evidencing
        the Warrants to be exercised, or, in the case of a Book-Entry Warrant
        Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on
        the records of the Depository to an account of the Warrant Agent at the
        Depository designated for such purpose in writing by the Warrant Agent to
        the
        Depository from time to time, (ii) an election to purchase the shares underlying
        the Warrants to be exercised (“Election to Purchase”), properly completed and
        executed by the registered holder on the reverse of the Warrant Certificate
        or,
        in the case of a Book-Entry Warrant Certificate, properly delivered by the
        Participant in accordance with the Depository’s procedures, and (iii) the
        Exercise Price for each Warrant to be exercised in lawful money of the United
        States of America by certified or official bank check or by bank wire transfer
        in immediately available funds. If any of (A) the Warrant Certificate or
        the
        Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price
        therefor, is received by the Warrant Agent after 5:00 P.M., New York time,
        on
        the specified Exercise Date, the Warrants will be deemed to be received and
        exercised on the Business Day next succeeding the Exercise Date. If the date
        specified as the Exercise Date is not a Business Day, the Warrants will be
        deemed to be received and exercised on the next succeeding day that is a
        Business Day. If the Warrants are received or deemed to be received after
        the
        Expiration Date, the exercise thereof will be null and void and any funds
        delivered to the Warrant Agent will be returned to the holder or Participant,
        as
        the case may be, as soon as practicable. In no event will interest accrue
        on
        funds deposited with the Warrant Agent in respect of an exercise or attempted
        exercise of Warrants. The validity of any exercise of Warrants will be
        determined by the Company in its sole discretion and such determination will
        be
        final and binding upon the holder and the Warrant Agent. Neither the Company
        nor
        the Warrant Agent shall have any obligation to inform a holder of the invalidity
        of any exercise of Warrants.

       

      The
        Warrant Agent shall deposit all funds received by it in payment of the Exercise
        Price in the account of the Company maintained with the Warrant Agent for
        such
        purpose and shall advise the Company at the end of each day on which the
        funds
        for the exercise of the Warrants are received of the amount so deposited
        to its
        account. The Warrant Agent shall promptly confirm such telephonic advice
        to the
        Company in writing.

       

      (a)  The
        Warrant Agent shall, by 11:00 A.M., New York time, on the Business Day following
        the Exercise Date of any Warrant, advise the Company and the transfer agent
        in
        respect of (a) the shares of Common Stock (the “Shares”) issuable upon such
        exercise as to the number of Warrants exercised in accordance with the terms
        and
        conditions of this Agreement, (b) the instructions of each registered holder
        or
        Participant, as the case may be, with respect to delivery of the Shares issuable
        upon such exercise, and the delivery of definitive Warrant Certificates,
        as
        appropriate, evidencing the balance, if any, of the Warrants remaining after
        such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation
        that shall be made to the records maintained by the Depository, its nominee
        for
        each Book-Entry Warrant Certificate, or a Participant, as appropriate,
        evidencing the balance, if any, of the Warrants remaining after such exercise
        and (d) such other information as the Company or such transfer agent and
        registrar shall reasonably require.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      (b)  The
        Company shall, by 5:00 P.M., New York time, on the third Business Day next
        succeeding the Exercise Date of any Warrant and the clearance of the funds
        in
        payment of the Warrant Price, execute, issue and deliver to the Warrant Agent,
        the Shares to which such holder is entitled, in fully registered form,
        registered in such name or names as may be directed by such holder or the
        Participant, as the case may be. Upon receipt of such Shares, the Warrant
        Agent
        shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding
        such Exercise Date, transmit such Shares, to or upon the order of the holder
        or
        Participant, as the case may be.

       

      In
        lieu
        of delivering physical certificates representing the Shares issuable upon
        exercise, provided the Company’s transfer agent is participating in the
        Depository Fast Automated Securities Transfer program, the Company shall
        use its
        reasonable best efforts to cause its transfer agent to electronically transmit
        the Shares issuable upon exercise to the registered holder or Participant
        by
        crediting the account of the registered holder’s prime broker with Depository or
        of the Participant through its Deposit Withdrawal Agent Commission system.
        The
        time periods for delivery described in the immediately preceding paragraph
        shall
        apply to the electronic transmittals described herein. Notwithstanding the
        foregoing, the Company shall not be obligated to deliver any securities pursuant
        to the exercise of a Warrant unless a registration statement under the Act
        with
        respect to the Common Stock is effective. Warrants may not be exercised by,
        or
        securities issued to, any registered holder in any state in which such exercise
        would be unlawful.

       

      (c)  The
        accrual of dividends, if any, on the Shares issued upon the valid exercise
        of
        any Warrant will be governed by the terms generally applicable to the Shares.
        From and after the issuance of such Shares, the former holder of the Warrants
        exercised will be entitled to the benefits generally available to other holders
        of Shares and such former holder’s right to receive payment of dividends and any
        other amounts payable in respect of the Shares shall be governed by, and
        shall
        be subject to, the terms and provisions generally applicable to such
        Shares.

       

      (d)  Warrants
        may be exercised only in whole numbers of Warrants. No fractional shares
        of
        Common Stock are to be issued upon the exercise of this Warrant, but rather
        the
        number of shares of Common Stock to be issued shall be rounded up to the
        nearest
        whole number. If fewer than all of the Warrants evidenced by a Warrant
        Certificate are exercised, a new Warrant Certificate for the number of Warrants
        remaining unexercised shall be executed by the Company and countersigned
        by the
        Warrant Agent as provided in Section 2 hereof, and delivered to the holder
        of
        this Warrant Certificate at the address specified on the books of the Warrant
        Agent or as otherwise specified by such registered holder. If fewer than
        all the
        Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
        shall be made to the records maintained by the Depository, its nominee for
        each
        Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
        the
        balance of the Warrants remaining after such exercise.

       

      (e)  The
        Company shall not be required to pay any stamp or other tax or governmental
        charge required to be paid in connection with any transfer involved in the
        issue
        of the Shares upon the exercise of Warrants; and in the event that any such
        transfer is involved, the Company shall not be required to issue or deliver
        any
        Shares until such tax or other charge shall have been paid or it has been
        established to the Company’s satisfaction that no such tax or other charge is
        due.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      4.  Adjustments.

       

      4.1  Stock
        Dividends - Split-Ups.
        If
        after the date hereof, and subject to the provisions of Section 4.6
        below,
        the number of outstanding shares of Common Stock is increased by a stock
        dividend payable in shares of Common Stock, or by a split-up of shares of
        Common
        Stock, or other similar event, then, on the effective date of such stock
        dividend, split-up or similar event, the number of shares of Common Stock
        issuable on exercise of each Warrant shall be increased in proportion to
        such
        increase in outstanding shares of Common Stock.

       

      4.2  Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 4.6,
        the
        number of outstanding shares of Common Stock is decreased by a consolidation,
        combination, reverse stock split or reclassification of shares of Common
        Stock
        or other similar event, then, on the effective date of such consolidation,
        combination, reverse stock split, reclassification or similar event, the
        number
        of shares of Common Stock issuable on exercise of each Warrant shall be
        decreased in proportion to such decrease in outstanding shares of Common
        Stock.

       

      4.3  Adjustments
        in Exercise Price.
        Whenever the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants is adjusted, as provided in Section 4.1 and 4.2 above,
        the
        Warrant Price shall be adjusted (to the nearest cent) by multiplying such
        Warrant Price immediately prior to such adjustment by a fraction (x) the
        numerator of which shall be the number of shares of Common Stock purchasable
        upon the exercise of the Warrants immediately prior to such adjustment, and
        (y)
        the denominator of which shall be the number of shares of Common Stock so
        purchasable immediately thereafter.

       

      4.4  Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock (other than a change covered by Section 4.1 or 4.2 hereof or
        that
        solely affects the par value of such shares of Common Stock), or in the case
        of
        any merger or consolidation of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the assets or other property
        of
        the Company as an entirety or substantially as an entirety in connection
        with
        which the Company is dissolved, the Warrant holders shall thereafter have
        the
        right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the shares of Common Stock of the
        Company immediately theretofore purchasable and receivable upon the exercise
        of
        the rights represented thereby, the kind and amount of shares of stock or
        other
        securities or property (including cash) receivable upon such reclassification,
        reorganization, merger or consolidation, or upon a dissolution following
        any
        such sale or transfer, that the Warrant holder would have received if such
        Warrant holder had exercised his, her or its Warrant(s) immediately prior
        to
        such event; and if any reclassification also results in a change in shares
        of
        Common Stock covered by Section 4.1 or 4.2, then such adjustment shall
        be
        made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4.
        The
        provisions of this Section 4.4 shall similarly apply to successive
        reclassifications, reorganizations, mergers or consolidations, sales or other
        transfers.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      4.5  Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable upon
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjustment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
        notice to the Warrant holder, at the last address set forth for such holder
        in
        the warrant register, of the record date or the effective date of the event.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of such event.

       

      4.6  No
        Fractional Shares.
        Notwithstanding any provision contained in this Warrant Agreement to the
        contrary, the Company shall not issue fractional shares upon exercise of
        Warrants. If, by reason of any adjustment made pursuant to this Section 4,
        the holder of any Warrant would be entitled, upon the exercise of such Warrant,
        to receive a fractional interest in a share, the Company shall, upon such
        exercise, round up to the nearest whole number the number of the shares of
        Common Stock to be issued to the Warrant holder.

       

      4.7  Form
        of Warrant.
        The
        form of Warrant need not be changed because of any adjustment pursuant to
        this
        Section 4, and Warrants issued after such adjustment may state the
        same
        Warrant Price and the same number of shares as is stated in the Warrants
        initially issued pursuant to this Agreement. However, the Company may at
        any
        time in its sole discretion make any change in the form of Warrant that the
        Company may deem appropriate and that does not affect the substance thereof,
        and
        any Warrant thereafter issued or countersigned, whether in exchange or
        substitution for an outstanding Warrant or otherwise, may be in the form
        as so
        changed.

       

      5.  Transfer
        and Exchange of Warrants.

       

      5.1  Transfer
        of Warrants.
        Prior
        to the Detachment Date, Warrants may be transferred or exchanged only together
        with the Unit in which such Warrant is included, and only for the purpose
        of
        effecting, or in conjunction with, a transfer or exchange of such Unit.
        Furthermore, prior to the Detachment Date, each transfer of a Unit on the
        register relating to such Units shall operate also to transfer the Warrants
        included in such Unit. From and after the Detachment Date, this Section 5.1
        shall be of no further force and effect.

       

      5.2  Registration
        of Transfer.
        The
        Warrant Agent shall register the transfer, from time to time, of any outstanding
        Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
        properly endorsed with signatures properly guaranteed and accompanied by
        appropriate instructions for transfer. Upon any such transfer, a new Warrant
        representing an equal aggregate number of Warrants shall be issued and the
        old
        Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
        shall
        be delivered by the Warrant Agent to the Company from time to time upon
        request.

       

      5.3  Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and thereupon the Warrant Agent shall issue
        in
        exchange therefor one or more new Warrants as requested by the registered
        holder
        of the Warrants so surrendered, representing an equal aggregate number of
        Warrants; provided, however, that except as otherwise provided herein or
        in any
        Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be
        transferred only in whole and only to the Depository, to another nominee
        of the
        Depository, to a successor depository or to a nominee of a successor depository;
        provided further, however, that in the event that a Warrant surrendered for
        transfer bears a restrictive legend, the Warrant Agent shall not cancel such
        Warrant and issue new Warrants in exchange therefor until the Warrant Agent
        has
        received an opinion of counsel for the Company stating that such transfer
        may be
        made and indicating whether the new Warrants must also bear a restrictive
        legend. Upon any such registration of transfer, the Company shall execute,
        and
        the Warrant Agent shall countersign and deliver, in the name of the designated
        transferee a new Warrant Certificate or Warrant Certificates of any authorized
        denomination evidencing in the aggregate a like number of unexercised
        Warrants.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      5.4  Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

       

      5.5  Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

       

      5.6  Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required
        by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose.

       

      6.   Redemption.

       

      6.1  Redemption.
        Subject
        to Section 6.4 hereof, not less than all of the outstanding Warrants
        may be
        redeemed, at the option of the Company, at any time after they become
        exercisable and prior to their expiration, at the office of the Warrant Agent,
        upon the notice referred to in Section 6.2., at the price of $.01
        per
        Warrant (“Redemption Price”), provided that the last sales price of the Common
        Stock has been at least $11.50 per share, on each of twenty (20) trading
        days
        within a thirty (30) trading day period ending on the third Business Day
        prior
        to the date on which notice of redemption is given. The provisions of this
        Section 6.1 may not be modified, amended or deleted without the prior
        written consent of Wedbush.

       

      6.2  Date
        Fixed for, and Notice of, Redemption.
        In the
        event the Company shall elect to redeem all of the Warrants, the Company
        shall
        fix a date for the redemption. Notice of redemption shall be mailed by first
        class mail, postage prepaid, by the Company not less than 30 days prior to
        the
        date fixed for redemption to the registered holders of the Warrants to be
        redeemed at their last addresses as they shall appear on the registration
        books.
        Any notice mailed in the manner herein provided shall be conclusively presumed
        to have been duly given whether or not the registered holder received such
        notice.

       

      6.3  Exercise
        After Notice of Redemption.
        The
        Warrants may be exercised in accordance with Section 3 of this Agreement
        at
        any time after notice of redemption shall have been given by the Company
        pursuant to Section 6.2. hereof and prior to the time and date fixed
        for
        redemption. On and after the redemption date, the record holder of the Warrants
        shall have no further rights except to receive, upon surrender of the Warrants,
        the Redemption Price.

       

      6.4  Outstanding
        Warrants Only.
        The
        Company understands that the redemption rights provided for by this
        Section 6 apply only to outstanding Warrants. To the extent a person
        holds
        rights to purchase Warrants, such purchase rights shall not be extinguished
        by
        redemption. However, once such purchase rights are exercised, the Company
        may
        redeem the Warrants issued upon such exercise provided that the criteria
        for
        redemption is met. The provisions of this Section 6.4 may not be modified,
        amended or deleted without the prior written consent of Wedbush.

       

      7.  Other
        Provisions Relating to Rights of Holders of Warrants.

       

      7.1  No
        Rights as Stockholder.
        A
        Warrant does not entitle the registered holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        dividends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      7.2  Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

       

      7.3  Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Common Stock that will be sufficient to permit the
        exercise in full of all outstanding Warrants issued pursuant to this
        Agreement.

       

      7.4  Registration
        of Common Stock.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        file with the Securities and Exchange Commission a post-effective amendment
        to
        the Registration Statement, or a new registration statement, for the
        registration, under the Act, of, and it shall take such action as is necessary
        to qualify for sale, in those states in which the Warrants were initially
        offered by the Company, the Common Stock issuable upon exercise of the Warrants.
        In either case, the Company will use its best efforts to cause the same to
        become effective and to maintain the effectiveness of such registration
        statement until the expiration of the Warrants in accordance with the provisions
        of this Agreement. The provisions of this Section 7.4 may not be modified,
        amended or deleted without the prior written consent of Wedbush.

       

      8.  Concerning
        the Warrant Agent and Other Matters.

       

      8.1  Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        imposed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of shares of Common Stock upon the exercise of Warrants, but the
        Company shall not be obligated to pay any transfer taxes in respect of the
        Warrants or such shares.

       

      8.2  Resignation,
        Consolidation, or Merger of Warrant Agent.

       

      8.2.1  Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days’ notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation or incapacity to act or otherwise, the
        Company shall appoint in writing a successor Warrant Agent in place of the
        Warrant Agent. If the Company shall fail to make such appointment within
        a
        period of 30 days after it has been notified in writing of such resignation
        or
        incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
        with
        such notice, submit his Warrant for inspection by the Company), then the
        holder
        of any Warrant may apply to the Supreme Court of the State of New York for
        the
        County of New York for the appointment of a successor Warrant Agent at the
        Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
        by such court, shall be a corporation organized and existing under the laws
        of
        the State of New York, in good standing and having its principal office in
        the
        Borough of Manhattan, City and State of New York, and authorized under such
        laws
        to exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authority. After appointment, any successor Warrant Agent
        shall
        be vested with all the authority, powers, rights, immunities, duties, and
        obligations of its predecessor Warrant Agent with like effect as if originally
        named as Warrant Agent hereunder, without any further act or deed; but if
        for
        any reason it becomes necessary or appropriate, the predecessor Warrant Agent
        shall execute and deliver, at the expense of the Company, an instrument
        transferring to such successor Warrant Agent all the authority, powers, and
        rights of such predecessor Warrant Agent hereunder; and upon request of any
        successor Warrant Agent the Company shall make, execute, acknowledge, and
        deliver any and all instruments in writing for more fully and effectually
        vesting in and confirming to such successor Warrant Agent all such authority,
        powers, rights, immunities, duties, and obligations.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      8.2.2  Notice
        of Successor Warrant Agent.
        In the
        event a successor Warrant Agent shall be appointed, the Company shall give
        notice thereof to the predecessor Warrant Agent and the transfer agent for
        the
        Common Stock not later than the effective date of any such
        appointment.

       

      8.2.3  Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Agreement without any further act.

       

      8.3  Fees
        and Expenses of Warrant Agent.

       

      8.3.1  Remuneration.
        The
        Company agrees to pay the Warrant Agent reasonable remuneration for its services
        as such Warrant Agent hereunder and will reimburse the Warrant Agent upon
        demand
        for all expenditures that the Warrant Agent may reasonably incur in the
        execution of its duties hereunder.

       

      8.3.2  Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reasonably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this
        Agreement.

       

      8.4  Liability
        of Warrant Agent.

       

      8.4.1  Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Warrant Agreement, the
        Warrant Agent shall deem it necessary or desirable that any fact or matter
        be
        proved or established by the Company prior to taking or suffering any action
        hereunder, such fact or matter (unless other evidence in respect thereof
        be
        herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the President or Chairman of the Board
        of
        the Company and delivered to the Warrant Agent. The Warrant Agent may rely
        upon
        such statement for any action taken or suffered in good faith by it pursuant
        to
        the provisions of this Agreement.

       

      8.4.2  Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Agreement except as a result of the Warrant Agent’s
        negligence, willful misconduct, or bad faith.

       

      8.4.3  Exclusions.
        The
        Warrant Agent shall have no responsibility with respect to the validity of
        this
        Agreement or with respect to the validity or execution of any Warrant (except
        its countersignature thereof); nor shall it be responsible for any breach
        by the
        Company of any covenant or condition contained in this Agreement or in any
        Warrant; nor shall it be responsible to make any adjustments required under
        the
        provisions of Section 4 hereof or responsible for the manner, method,
        or
        amount of any such adjustment or the ascertaining of the existence of facts
        that
        would require any such adjustment; nor shall it by any act hereunder be deemed
        to make any representation or warranty as to the authorization or reservation
        of
        any shares of Common Stock to be issued pursuant to this Agreement or any
        Warrant or as to whether any shares of Common Stock will when issued be valid
        and fully paid and nonassessable.

       

      8.5  Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Agreement and
        agrees
        to perform the same upon the terms and conditions herein set forth and among
        other things, shall account promptly to the Company with respect to Warrants
        exercised and concurrently account for, and pay to the Company, all moneys
        received by the Warrant Agent for the purchase of shares of the Company’s Common
        Stock through the exercise of Warrants.

       

      8.6  Waiver.
        The
        Warrant Agent hereby waives any and all right, title, interest or claim of
        any
        kind (“Claim”) in or to any distribution of the Trust Fund (as defined in that
        certain Investment Management Trust Agreement, dated as of the date hereof,
        by
        and between the Company and the Warrant Agent), and hereby agrees not to
        seek
        recourse, reimbursement, payment or satisfaction for any Claim against the
        Trust
        Fund for any reason whatsoever.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      9.  Miscellaneous
        Provisions.

       

      9.1  Successors.
        All the
        covenants and provisions of this Agreement by or for the benefit of the Company
        or the Warrant Agent shall bind and inure to the benefit of their respective
        successors and assigns.

       

      9.2  Notices.
        Any
        notice, statement or demand authorized by this Warrant Agreement to be given
        or
        made by the Warrant Agent or by the holder of any Warrant to or on the Company
        shall be sufficiently given when so delivered if by hand or overnight delivery
        or if sent by certified mail or private courier service within five days
        after
        deposit of such notice, postage prepaid, addressed (until another address
        is
        filed in writing by the Company with the Warrant Agent), as
        follows:

       

      Industrial
        Services Acquisition Corp.

      2807
        El
        Presidio

      Carson,
        California 90810

      Attn:
        Chief Executive Officer

      


      Any
        notice, statement or demand authorized by this Agreement to be given or made
        by
        the holder of any Warrant or by the Company to or on the Warrant Agent shall
        be
        sufficiently given when so delivered if by hand or overnight delivery or
        if sent
        by certified mail or private courier service within five days after deposit
        of
        such notice, postage prepaid, addressed (until another address is filed in
        writing by the Warrant Agent with the Company), as follows:

       

      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Compliance Department

       

      with
        a
        copy in each case to:

       

      Cooley
        Godward LLP

      One
        Maritime Plaza, 20th
        Floor

      San
        Francisco, California 94111

      Attn:
        Kenneth L. Guernsey, Esq.

      


      and

       

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

      666
        Third
        Avenue

      New
        York,
        New York 10017

      Attn:
        Kenneth R. Koch, Esq.

       

      and

       

      Wedbush
        Morgan Securities Inc.

      1000
        Wilshire Blvd., 10th Floor

      Los
        Angeles, CA 90017

      Attn:
        Michael McCaffrey

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      9.3  Applicable
        law.
        The
        validity, interpretation, and performance of this Agreement and of the Warrants
        shall be governed in all respects by the laws of the State of New York, without
        giving effect to conflict of laws. The Company hereby agrees that any action,
        proceeding or claim against it arising out of or relating in any way to this
        Agreement shall be brought and enforced in the courts of the State of New
        York
        or the United States District Court for the Southern District of New York,
        and
        irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
        The Company hereby waives any objection to such exclusive jurisdiction and
        that
        such courts represent an inconvenience forum. Any such process or summons
        to be
        served upon the Company may be served by transmitting a copy thereof by
        registered or certified mail, return receipt requested, postage prepaid,
        addressed to it at the address set forth in Section 9.2 hereof. Such
        mailing shall be deemed personal service and shall be legal and binding upon
        the
        Company in any action, proceeding or claim.

       

      9.4  Persons
        Having Rights under this Agreement.
        Nothing
        in this Agreement expressed and nothing that may be implied from any of the
        provisions hereof is intended, or shall be construed, to confer upon, or
        give
        to, any person or corporation other than the parties hereto and the registered
        holders of the Warrants and, for the purposes of Sections 6.1, 6.4,
        7.4 and
        9.2 hereof, Wedbush, any right, remedy, or claim under or by reason of this
        Warrant Agreement or of any covenant, condition, stipulation, promise, or
        agreement hereof. Wedbush shall be deemed to be a third-party beneficiary
        of
        this Agreement with respect to Sections 6.1, 6.4, 7.4, 9.2 and 9.4 hereof.
        All
        covenants, conditions, stipulations, promises, and agreements contained in
        this
        Warrant Agreement shall be for the sole and exclusive benefit of the parties
        hereto (and Wedbush with respect to the Sections 6.1, 6.4, 7.4, 9.2 and 9.4
        hereof) and their successors and assigns and of the registered holders of
        the
        Warrants.

       

      9.5  Examination
        of the Warrant Agreement.
        A copy
        of this Agreement shall be available at all reasonable times at the office
        of
        the Warrant Agent in the Borough of Manhattan, City and State of New York,
        for
        inspection by the registered holder of any Warrant. The Warrant Agent may
        require any such holder to submit his Warrant for inspection by it.

       

      9.6  Counterparts.
        This
        Agreement may be executed in any number of counterparts and each of such
        counterparts shall for all purposes be deemed to be an original, and all
        such
        counterparts shall together constitute but one and the same
        instrument.

       

      9.7  Effect
        of Headings.
        The
        Section headings herein are for convenience only and are not part
        of this
        Warrant Agreement and shall not affect the interpretation thereof.

       

      


       

      [Remainder
        of this page intentionally left blank]

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
        as
        of the day and year first above written.

       

      
        	 	 	 	 
	Attest	 	 	INDUSTRIAL SERVICES ACQUISITION
                CORP.
	 	 	 	 
	 	 	 	 
	 	 	
                 By:

              	 
	
                

              	 	 	
                
Name:
                Mark McKinney
	 	 	 	Title: Chief Executive
                Officer


      

       

      
        	Attest	 	 	CONTINENTAL
                STOCK TRANSFER
                  &
                  TRUST COMPANY

              
	 	 	 	 
	 	 	 	 
	 	 	
                 By:

              	 
	
                

              	 	 	
                
Name: Steven
                Nelson
	 	 	 	
                Title: Chairman

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Exhibit
        A

       

      Form
        of Warrant Certificate

       

       

       

      
        
          
          

        

        
          13