EXHIBIT
        10.14

      


      PROMISSORY
        NOTE

       

      
        	$30,572 	 	 	 	As of August 5, 2005	 
	 	 	 	 	Carson, California	 


      

            

      Industrial
        Services Acquisition Corp. (the "Maker") promises to pay to the order of
        Ross
        Berner (the "Payee") the principal sum of Thirty Thousand Five Hundred and
        Seventy Five Dollars and No Cents ($30,572.00) in lawful money of the United
        States of America, together with interest on the unpaid principal balance
        of
        this Promissory Note (this “Note”), on the terms and conditions described
        below.

      


      1.   Principal.
        The
        principal balance of this Note shall be repayable on the earlier of (i) August
        5, 2006 or (ii) the date on which Maker consummates an initial public offering
        of its securities under the Securities Act of 1933, as amended.

      


      2.    Interest.
        Interest shall accrue at the rate of 4% per annum on the unpaid principal
        balance of this Note.

      


      3.   Application
        of Payments.
        All
        payments shall be applied first to payment in full of any costs incurred
        in the
        collection of any sum due under this Note, including (without limitation)
        reasonable attorneys' fees, then to the reduction of the unpaid principal
        balance of this Note.

      


      4.    Events
        of Default.
        Each of
        the following shall constitute an event of default (“Event of Default”) under
        this Note:

      


      (a)    Failure
        to Make Required Payments.
        Failure
        by Maker to pay the principal of or accrued interest on this Note within
        five
        (5) business days following the date when due.

       

      (b)   Voluntary
        Bankruptcy, Etc.
        The
        commencement by Maker of a voluntary case under the Federal Bankruptcy Code,
        as
        now constituted or hereafter amended, or any other applicable federal or
        state
        bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
        or
        the consent by it to the appointment of or
        taking
        possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
        (or other similar official) of Maker or for any substantial part of its
        property, or the making by it of any assignment for the benefit of creditors,
        or
        the failure of Maker generally to pay its debts as such debts become due,
        or the
        taking of corporate action by Maker in furtherance of any of the
        foregoing.

      


      (c)    Involuntary
        Bankruptcy, Etc.
        The
        entry of a decree or order for relief by a court having jurisdiction in the
        premises in respect of Maker in an involuntary case under the Federal Bankruptcy
        Code, as now or hereafter constituted, or any other applicable federal or
        state
        bankruptcy, insolvency or other similar law, or appointing a receiver,
        liquidator, assignee, custodian, trustee, sequestrator (or similar official)
        of
        Maker or for any substantial part of its property, or ordering the winding-up
        or
        liquidation of the affairs of Maker, and the continuance of any such decree
        or
        order unstayed and in effect for a period of sixty (60) consecutive
        days.

      


      5.    Remedies.

      


      (a)    Upon
        the
        occurrence of an Event of Default specified in Section 4(a) hereof, Payee
        may,
        by written notice to Maker, declare this Note to be immediately due and payable,
        whereupon the unpaid principal amount of this Note, and all other amounts
        payable hereunder, shall become immediately due and payable without presentment,
        demand, protest or other notice of any kind, all of which are hereby expressly
        waived, anything contained herein or in the documents evidencing the same
        to the
        contrary notwithstanding.

      


      (b)    Upon
        the
        occurrence of an Event of Default specified in either Section 4(b) or 4(c)
        hereof, the unpaid principal balance of this Note, and all other amounts
        payable
        hereunder, shall automatically and immediately become due and payable, in
        all
        cases without any action on the part of Payee, including presentment, demand,
        protest or other notice of any kind, all of which are hereby expressly
        waived.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      6.    Waivers.
        Maker
        and all endorsers and guarantors of, and sureties for, this Note waive
        presentment for payment, demand, notice of dishonor, protest, and notice
        of
        protest with regard to this Note, all errors, defects and imperfections in
        any
        proceedings instituted by Payee under the terms of this Note, and all benefits
        that might accrue to Maker by virtue of any present or future laws exempting
        any
        property, real or personal, or any part of the proceeds arising from any
        sale of
        any such property, from attachment, levy or sale under execution, or providing
        for any stay of execution, exemption from civil process, or extension of
        time
        for payment; and Maker agrees that any real estate that may be levied upon
        pursuant to a judgment obtained by virtue hereof, on any writ of execution
        issued hereon, may be sold upon any such writ in whole or in part in any
        order
        desired by Payee.

      


      7.    Unconditional
        Liability.
        Maker
        hereby waives all notices in connection with the delivery, acceptance,
        performance, default, or enforcement of the payment of this Note, and agrees
        that its liability shall be unconditional, without regard to the liability
        of
        any other party, and shall not be affected in any manner by any indulgence,
        extension of time, renewal, waiver or modification granted or consented to
        by
        Payee, and consents to any and all extensions of time, renewals, waivers,
        or
        modifications that may be granted by Payee with respect to the payment or
        other
        provisions of this Note, and agrees that additional makers, endorsers,
        guarantors, or sureties may become parties hereto without notice to it or
        affecting its liability hereunder.

      


      8.    Notices.
        Any
        notice called for hereunder shall be deemed properly given if in writing
        and (i)
        sent by certified mail, return receipt requested, (ii) personally delivered,
        (iii) dispatched by any form of private or governmental express mail or delivery
        service providing receipted delivery, (iv) sent by confirmed telefacsimile
        or
        (v) sent by confirmed e-mail, to the following addresses or to such other
        address as either party may designate by notice in accordance with this
        Section:

       

      If
        to
        Maker:

      


      Industrial
        Services Acquisition Corp.

      2807
        El
        Presidio

      Carson,
        California 90810

      Attn.:
        Chief Executive Officer

      


      If
        to
        Payee:

      


      Ross
        Berner

      3739
        Webster Street

      San
        Francisco, California 94123

      


      Notice
        shall be deemed given on the earlier of (i) actual receipt by the receiving
        party, (ii) the date shown on the conformed telefacsimile transmission
        confirmation, (iii) the date on which an e-mail transmission was received
        by the
        receiving party's on-line access provider (iv) the date reflected on a signed
        delivery receipt, or (vi) two (2) business days following tender of delivery
        or
        dispatch by express mail or delivery service.

      


      9.    Governing
        Law; Construction.
        This
        Note, the legal relations between the Maker and Payee and the adjudication
        and
        enforcement hereof, shall be governed by and construed in accordance with
        the
        laws of the State of California applicable to contracts executed in and to
        be
        performed in that state, without regard to the conflicts of law provisions
        thereof to the extent such principles or rules would require or permit the
        application of the laws of another jurisdiction.

      


      10.    Severability.
        Any
        provision contained in this Note which is prohibited or unenforceable in
        any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused
        this
        Note to be duly executed the day and year first above written.

      


      
        
          	 	 	 
	 	Industrial
                  Services Acquisition Corp.
	 
 	 
 	 
 
	 	By:  	/s/ Mark McKinney 
	 	
                  
Name:
                  Mark McKinney 
	 	Title:
                  Chief Executive Officer