EXHIBIT
        10.11

      


      STOCK
        ESCROW AGREEMENT

       

      STOCK
        ESCROW AGREEMENT, dated as of                  ,
        2005 (“Agreement”), by and among Industrial Services Acquisition Corp., a
        Delaware corporation (“Company”), the undersigned parties listed under Initial
        Stockholders on the signature page hereto (collectively “Initial Stockholders”)
        and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation
        (“Escrow Agent”).

       

      WHEREAS,
        the Company has entered into an Underwriting Agreement, dated                 ,
        2005
        (“Underwriting Agreement”), with Wedbush Morgan Securities Inc. (“Wedbush”)
        acting as representative of the several underwriters (collectively, the
“Underwriters”), pursuant to which, among other matters, the Underwriters have
        agreed to purchase 6,250,000 units (“Units”) of the Company.  Each Unit
        consists of one share of the Company’s Common Stock, par value $.0001 per share,
        and one Warrant, each Warrant to purchase one share of Common Stock, all
        as more
        fully described in the Company’s final Prospectus, dated
                   ,
        2005
        (“Prospectus”) comprising part of the Company’s Registration Statement on Form
        S-1 (File No. 333-______) under the Securities Act of 1933,
        as amended
        (“Registration Statement”), declared effective on
                            ,
        2005 (“Effective Date”).

       

      WHEREAS,
        the Initial Stockholders have agreed as a condition of the sale of the Units
        to
        deposit their shares of Common Stock of the Company, as set forth opposite
        their
        respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in
        escrow as hereinafter provided.

       

      WHEREAS,
        the Company and the Initial Stockholders desire that the Escrow Agent accept
        the
        Escrow Shares, in escrow, to be held and disbursed as hereinafter
        provided.

       

      IT
        IS
        AGREED:

       

      1.            Appointment
        of Escrow Agent. 
        The Company and the Initial Stockholders hereby appoint the Escrow Agent
        to act
        in accordance with and subject to the terms of this Agreement and the Escrow
        Agent hereby accepts such appointment and agrees to act in accordance with
        and
        subject to such terms.

       

      2.            Deposit
        of Escrow Shares. 
        On or before the Effective Date, each of the Initial Stockholders shall deliver
        to the Escrow Agent certificates representing his respective Escrow Shares,
        to
        be held and disbursed subject to the terms and conditions of this
        Agreement.  Each Initial Stockholder acknowledges that the certificate
        representing his Escrow Shares is legended to reflect the deposit of such
        Escrow
        Shares under this Agreement.

       

      3.            Disbursement
        of the Escrow Shares. 
        The Escrow Agent shall hold the Escrow Shares until the one-year anniversary
        after the Company consummates a Business Combination (as that term is defined
        in
        the Prospectus), on which date it shall, upon written instructions from each
        Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Shares to
        such Initial Stockholder; provided, however, that if the Escrow Agent is
        notified by the Company pursuant to Section 6.7 hereof that the Company
        is
        being liquidated at any time during the Escrow Period, then the Escrow Agent
        shall promptly destroy the certificates representing the Escrow Shares; provided
        further, however, that if, after the Company consummates a Business Combination,
        it (or the surviving entity) subsequently consummates a liquidation, merger,
        stock exchange or other similar transaction which results in all of the
        stockholders of such entity having the right to exchange their shares of
        Common
        Stock for cash, securities or other property, then the Escrow Agent will,
        upon
        receipt of a certificate, executed by the Chief Executive Officer or Chief
        Financial Officer of the Company, in form reasonably acceptable to the Escrow
        Agent, that such transaction is then being consummated, release the Escrow
        Shares to the Initial Stockholders upon consummation of the transaction so
        that
        they can similarly participate.  The Escrow Agent shall have no further
        duties hereunder after the disbursement or destruction of the Escrow Shares
        in
        accordance with this Section 3.

       

      4.            Rights
        of Initial Stockholders in Escrow Shares.

       

      4.1         
        Voting
        Rights as a Stockholder. 
        Subject to the terms of the Insider Letter described in Section 4.4
        hereof
        and except as herein provided, the Initial Stockholders shall retain all
        of
        their rights as stockholders of the Company during the Escrow Period, including,
        without limitation, the right to vote such shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4.2          Dividends
        and Other Distributions in Respect of the Escrow Shares. 
        During the Escrow Period, all dividends payable in cash with respect to the
        Escrow Shares shall be paid to the Initial Stockholders, but all dividends
        payable in stock or other non-cash property (“Non-Cash Dividends”) shall be
        delivered to the Escrow Agent to hold in accordance with the terms hereof. 
        As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash
        Dividends distributed thereon, if any.

       

      4.3          Restrictions
        on Transfer. 
        During the Escrow Period, no sale, transfer or other disposition may be made
        of
        any or all of the Escrow Shares except (i) by gift to a member of Initial
        Stockholder’s immediate family or to a trust, the beneficiary of which is an
        Initial Stockholder or a member of an Initial Stockholder’s immediate family,
        (ii) by virtue of the laws of descent and distribution upon death of any
        Initial
        Stockholder, or (iii) pursuant to a qualified domestic relations
        order;
        provided,
        however,
        that
        such permissive transfers may be implemented only upon the respective
        transferee’s written agreement to be bound by the terms and conditions of this
        Agreement and of the Insider Letter signed by the Initial Stockholder
        transferring the Escrow Shares.  During the Escrow Period, the Initial
        Stockholders shall not pledge or grant a security interest in the Escrow
        Shares
        or grant a security interest in their rights under this Agreement.

       

      4.4          Insider
        Letters. 
        Each of the Initial Stockholders has executed a letter agreement with Wedbush
        and the Company, dated as indicated on Exhibit A hereto, and which
        is filed
        as an exhibit to the Registration Statement (“Insider Letter”), respecting the
        rights and obligations of such Initial Stockholder in certain events, including
        but not limited to the liquidation of the Company.

       

      5.            Concerning
        the Escrow Agent.

       

      5.1         Good
        Faith Reliance. 
        The Escrow Agent shall not be liable for any action taken or omitted by it
        in
        good faith and in the exercise of its own best judgment, and 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
        Escrow Agent), 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 Escrow Agent to be genuine and
        to be
        signed or presented by the proper person or persons.  The Escrow Agent
        shall not be bound by any notice or demand, or any waiver, modification,
        termination or rescission of this Agreement unless evidenced by a writing
        delivered to the Escrow Agent signed by the proper party or parties and,
        if the
        duties or rights of the Escrow Agent are affected, unless it shall have given
        its prior written consent thereto.

       

       5.2         Indemnification. 
        The Escrow Agent shall be indemnified and held harmless by the Company from
        and
        against any expenses, including counsel fees and disbursements, or loss suffered
        by the Escrow Agent in connection with any action, suit or other proceeding
        involving any claim which in any way, directly or indirectly, arises out
        of or
        relates to this Agreement, the services of the Escrow Agent hereunder, or
        the
        Escrow Shares held by it hereunder, other than expenses or losses arising
        from
        the gross negligence or willful misconduct of the Escrow Agent.  Promptly
        after the receipt by the Escrow Agent of notice of any demand or claim or
        the
        commencement of any action, suit or proceeding, the Escrow Agent shall notify
        the other parties hereto in writing.  In the event of the receipt
        of such
        notice, the Escrow Agent, in its sole discretion, may commence an action
        in the
        nature of interpleader in an appropriate court to determine ownership or
        disposition of the Escrow Shares or it may deposit the Escrow Shares with
        the
        clerk of any appropriate court or it may retain the Escrow Shares pending
        receipt of a final, non-appealable order of a court having jurisdiction over
        all
        of the parties hereto directing to whom and under what circumstances the
        Escrow
        Shares are to be disbursed and delivered.  The provisions of this
        Section 5.2 shall survive in the event the Escrow Agent resigns or
        is
        discharged pursuant to Sections 5.5 or 5.6 below.

       

      5.3          Compensation. 
        The Escrow Agent shall be entitled to reasonable compensation from the Company
        for all services rendered by it hereunder.  The Escrow Agent shall
        also be
        entitled to reimbursement from the Company for all expenses paid or incurred
        by
        it in the administration of its duties hereunder including, but not limited
        to,
        all counsel, advisors’ and agents’ fees and disbursements and all taxes or other
        governmental charges.

       

      5.4          Further
        Assurances. 
        From time to time on and after the date hereof, the Company and the Initial
        Stockholders shall deliver or cause to be delivered to the Escrow Agent such
        further documents and instruments and shall do or cause to be done such further
        acts as the Escrow Agent shall reasonably request to carry out more effectively
        the provisions and purposes of this Agreement, to evidence compliance herewith
        or to assure itself that it is protected in acting hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.5          Resignation. 
        The Escrow Agent may resign at any time and be discharged from its duties
        as
        escrow agent hereunder by its giving the other parties hereto written notice
        and
        such resignation shall become effective as hereinafter provided. 
        Such
        resignation shall become effective at such time that the Escrow Agent shall
        turn
        over to a successor escrow agent appointed by the Company, the Escrow Shares
        held hereunder.  If no new escrow agent is so appointed within the
        sixty
        (60) day period following the giving of such notice of resignation, the Escrow
        Agent may deposit the Escrow Shares with any court it reasonably deems
        appropriate.

       

      5.6          Discharge
        of Escrow Agent. 
        The Escrow Agent shall resign and be discharged from its duties as escrow
        agent
        hereunder if so requested in writing at any time by the Company and a majority
        of the Initial Stockholders, jointly, provided, however, that such resignation
        shall become effective only upon acceptance of appointment by a successor
        escrow
        agent as provided in Section 5.5.

       

      5.7          Liability. 
        Notwithstanding anything herein to the contrary, the Escrow Agent shall not
        be
        relieved from liability hereunder for its own gross negligence or its own
        willful misconduct.

       

      6.            Miscellaneous.

       

      6.1         
        Governing
        Law. 
        This Agreement shall for all purposes be deemed to be made under and shall
        be
        construed in accordance with the laws of the State of Delaware.

       

      6.2          Third
        Party Beneficiaries. 
        Each of the Initial Stockholders hereby acknowledges that the Underwriters
        are
        third party beneficiaries of this Agreement and this Agreement may not be
        modified or changed without the prior written consent of Wedbush.

       

      6.3          Entire
        Agreement. 
        This Agreement contains the entire agreement of the parties hereto with respect
        to the subject matter hereof and, except as expressly provided herein, may
        not
        be changed or modified except by an instrument in writing signed by the party
        to
        be charged.

       

      6.4          Headings. 
        The headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation thereof.

       

      6.5          Binding
        Effect. 
        This Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their legal representatives, successors and
        assigns.

       

      6.6          Notices. 
        Any notice or other communication required or which may be given hereunder
        shall
        be in writing and either be delivered personally or be mailed, certified
        or
        registered mail, or by private national courier service, return receipt
        requested, postage prepaid, and shall be deemed given when so delivered
        personally or, if mailed, two days after the date of mailing, as
        follows:

       

      If
        to the
        Company, to:

       

      Industrial
        Services Acquisition Corp.

      2807
        El
        Presidio St., 

      Carson,
        CA 90810

      Attn:  
        Chief Executive Officer

       

      If
        to a
        Stockholder, to his address set forth in Exhibit A.

       

      and
        if to
        the Escrow Agent, to:

       

      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:  
        Chairman

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      A
        copy of
        any notice sent hereunder shall be sent to:

       

      Mintz
        Levin Cohn Ferris Glovsky & Popeo PC

      666
        Third
        Avenue

      New
        York,
        NY 10017

      Attn:  
        Kenneth Koch, Esq.

       

      and:

       

      Wedbush
        Morgan Securities Inc.

      1000
        Wilshire Blvd., 10th
        Floor

      Los
        Angeles, CA 90017

      Attn:     Michael
        McCaffrey

       

      and:

       

      Cooley
        Godward LLP

      One
        Maritime Plaza, 20th
        Floor

      San
        Francisco, CA 94111

      Attn: Kenneth
        L. Guernsey       

       

      The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice.

       

      6.7          Liquidation
        of Company.
        The
        Company shall give the Escrow Agent written notification of the liquidation
        and
        dissolution of the Company in the event that the Company fails to consummate
        a
        Business combination within the time period(s) specified in the
        Prospectus.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WITNESS
        the execution of this Agreement as of the date first above
        written. 

       

      
        	 	
                INDUSTRIAL
                  SERVICES ACQUISITION CORP.

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                By:

              	 	 
	 	 	
                Mark
                  McKinney, 

                Chief
                  Executive Officer

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                INITIAL
                  STOCKHOLDERS:

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                
                  ______________________________

                

              	
                 

              
	 	
                Ross
                  Berner

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                
                  ______________________________

                

              	
                 

              
	 	
                Burke
                  Smith

              
	 	 
	
                 

              	
                 

              
	 	
                ______________________________

              
	 	
                Mark
                  McKinney

              
	 	 
	 	 
	
                 

              	
                
                  ______________________________

                

              	
                 

              
	 	
                Ronald
                  C. Kesselman

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                
                  ______________________________

                

              	
                 

              
	 	
                Michael
                  Magerman

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                
                  ______________________________

                

              	
                 

              
	 	
                
                  
                    
                      The
                        Jerald and Melody Howe Weintraub Revocable Living Trust DTD
                        2/5/98

                    

                  

                

              
	 	 
	 	 
	 	
                ______________________________

              
	
                 

              	
                Eric
                  Lastition

              
	 	 
	 	 
	 	
                ______________________________

              
	 	
                Jeff
                  Davenport

              
	 	 
	 	 
	 	
                ______________________________

              
	 	
                Collin
                  Rigler

              
	 	 
	 	 
	 	 
	 	 
	 	 
	 	
                CONTINENTAL
                  STOCK TRANSFER

              
	 	
                 
                  & TRUST COMPANY

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	 	
                By:

              	 	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        A

       

      
        	
                Name
                  and Address of

                Initial
                  Stockholder

              	 	
                Number

                of
                  Shares

              	 	
                Stock

                Certificate
                  Number

              	 	
                Date
                  of

                Insider
                  Letter

              	 
	
                Ross
                  Berner

              	
                 

              	
                511,094

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Mark
                  McKinney

              	 	
                511,094

              	 	 	 	 	 
	
                Burke
                  Smith

              	 	
                273,437

              	 	 	 	 	
                 

              
	
                Ronald
                  C. Kesselman

              	 	
                17,500

              	 	 	 	 	 
	
                Michael
                  Magerman

              	 	
                20,000

              	 	 	 	 	
                 

              
	
                
                  The
                    Jerald and Melody Howe Weintraub Revocable Living Trust DTD
                    2/5/98

                

              	 	
                171,875

              	 	 	 	 	 
	
                Eric
                  Lastition

              	 	
                20,000

              	 	 	 	 	
                 

              
	
                Jeff
                  Davenport

              	 	
                22,500

              	 	 	 	 	 
	
                Collin
                  Rigler

              	 	
                15,000