EXHIBIT
      10.6

    


    


    August
      17, 2005

    


    


    Industrial
      Services Acquisition Corp.

    2807
      El
      Presidio

    Carson,
      California 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 and special advisor 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.    As
      a
      special advisor to the Company, the undersigned agrees to assist the Company
      in
      identifying, seeking, and consummating a Business Combination, including
      providing strategic advice to the Company.

    


    2.    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.

     

    3.    In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the Effective Date of the registration statement relating to the
      IPO
      (or 24 months under the circumstances described in the Prospectus), the
      undersigned will take all reasonable actions within his power to cause the
      Trust
      Fund to be liquidated and distributed to the holders of the IPO Shares. The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Fund as a result of such
      distribution with respect to such person’s Insider Shares (“Claim”) and hereby
      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 will not seek
      recourse against the Trust Fund for any reason whatsoever. The undersigned
      hereby agrees that the Company shall be entitled to a reimbursement for any
      distribution of the Trust Fund received by the undersigned in respect of such
      person’s Insider Shares.

    


    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 presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as the undersigned ceases to be a special advisor
      of
      the Company, subject to any pre-existing fiduciary obligations the undersigned
      might have.

     

     

    
      
        
        

      

      
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    5.    Neither
      the undersigned, any members 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 such
      person’s out-of-pocket expenses incurred in connection with seeking and
      consummating a Business Combination.

     

    6.    Neither
      the undersigned, any member of the Immediate Family of the undersigned, nor
      any
      Affiliate of the undersigned will be entitled to receive, or accept, 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.

     

    7.    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, 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.

     

    8.    The
      undersigned agrees to be a special advisor to the Company, on a nonexclusive
      basis, until the earlier of the consummation by the Company of a Business
      Combination or the distribution of the Trust Fund. The undersigned’s
      biographical information furnished to the Company and Wedbush and annexed as
      Exhibit
      A
      hereto
      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, as amended. The undersigned
      represents and warrants that:

     

    
      
        	
              	(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.

              


      

    

     

     
      9.    The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as special advisor
      to the Company.

    


    10.    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.

    


    11.    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.

     

     

    
      
        
        

      

      
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    12.    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.

    


    13.    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.

    


    14.    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.

    


    [The
      remainder of this page intentionally left blank]

    


    
      
        
        

      

      
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      /s/ Jerald M. Weintraub

    
      
        

      

    

    Jerald
      M.
      Weintraub

    Special
      Advisor

     

     

    


    Accepted
      and agreed:

    


    WEDBUSH
      MORGAN SECURITIES INC.

     

    By: 
      /s/ Mark Salter
      
        

      

    

    Name:
      Mark Salter

    Title: 
      Managing Director, Head of Investment Banking

    


     

    Accepted
      and agreed:

     

    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 purchase 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 18-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

    


    Jerald
      M. Weintraub is
      the
      Company advisor. In addition, Mr. Weintraub founded Weintraub Capital Management
      LLC in 1992 and serves as the firm’s managing partner. Mr. Weintraub’s firm
      manages Prism Partners I, L.P. and Prism Partners III Leveraged, L.P., domestic
      investment partnerships. From 1988 to 1992, Mr. Weintraub was Vice President
      and
      Portfolio manager of Davis Skaggs Investment Management, a division of Shearson
      Asset Management. Prior to that Mr. Weintraub was Director of Research of the
      western-based research operation within Shearson Lehman Brothers, from 1986
      to
      1988. He became Vice President and shareholder of Davis Skaggs in 1983. Mr.
      Weintraub received an MBA from the Berkeley Graduate School of Business and
      a BA
      in business from University of California, Berkeley.

    


    


    


    
      
        
        

      

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