Form of Registration Rights Agreement between the registrant and the purchasers
      scheduled therein, made pursuant to Subordinated Convertible Debenture Purchase
      Agreements, filed as Exhibit 10.5 to this Registration Statement


    

      Exhibit
        4.14

      FORM
        OF

      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Registration Rights Agreement, dated as of ________________, 2005 is entered
        into between Magnetech Integrated Services Corp., an Indiana corporation
        (the
“Company”), and the Purchasers listed on Schedule 1 hereto (each a
“Holder”).

      


      On
        or
        prior to the date hereof, (i) the Company issued certain Subordinated Secured
        Convertible Debenture (the “Debenture”)
        to the
        Holders on the date hereof that may be converted to common stock, no par
        value
        per share (the “Common
        Stock”)
        of the
        Company (the “Underlying
        Shares”)
        and
        (ii) the Company has issued Common Stock Warrants (the “Warrants”)
        that
        are exercisable into Common Stock (the “Warrant
        Shares”),
        all
        as more particularly provided therein.

      


      The
        parties hereto agree as follows.

      


      


      1. Registration
        Rights.

       

      1.1 Definitions.
        For
        purposes of this Agreement:

      


      (a) The
        term
“Act”
        means
        the Securities Act of 1933, as amended.

       

      (b) The
        term
“Form
        S-3”
        means
        such form under the Act as in effect on the date hereof or any successor
        form
        under the Act that permits inclusion or incorporation of substantial information
        by reference to the Company’s prior and subsequent public filings under the 1934
        Act.

       

      (c) The
        term
“Common
        Stock”
        means
        the common stock of the Company.

       

      (d) The
        term
“Holder”
        means
        the Purchasers listed on Schedule 1 hereto and any assignee thereof in
        accordance with Section 1.12 hereof.

       

      (e) The
        term
“1934
        Act”
        shall
        mean the Securities Exchange Act of 1934, as amended, or any similar successor
        federal statute and the rules and regulations thereunder, all as the same
        shall
        be in effect from time to time.

       

      (f) The
        term
“Other
        Stockholders”
        shall
        mean persons other than Holders who, by virtue of agreements with the Company,
        are entitled to include their securities in certain registrations
        hereunder.

       

      (f) The
        term
“Placement
        Agency Agreement”
        shall
        mean that certain placement agency agreement amoung Strasbourger Pearson
        Tulcin
        Wolff Inc and Magnetech Industrial Services, Inc. and Magnetech Integrated
        Services Corp. dated January 25,
        2005.

      


      (g) The
        term
“register”,
        “registered,”
        and
“registration”
        refer
        to a registration effected by preparing and filing a registration statement
        or
        similar document in compliance with 

       


      
        
          
          

        

        
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      the
        Act,
        and the declaration or ordering of effectiveness of such registration statement
        or document.

       

      (h) The
        term
“Registrable
        Securities”
        means
        the Underlying Shares, the Warrant Shares and any other shares of Common
        Stock
        issued as (or issuable upon the conversion or exercise of any warrant, right,
        or
        other security which is issued as) a dividend or other distribution with
        respect
        to, or in exchange for or in replacement of the Debentures, the Warrants,
        Underlying Shares or the Warrant Shares, excluding in all cases, however,
        any
        Registrable Securities sold by a Person in a transaction in which the seller’s
        rights under this Agreement are not assigned or any shares of Common Stock
        which
        have been sold to the public either pursuant to a registration statement
        or Rule
        144.

       

      (i) The
        number of shares of “Registrable
        Securities then outstanding”
        shall
        be determined by the number of shares of Common Stock outstanding which are,
        and
        the number of shares of Common Stock issuable pursuant to then exercisable
        or
        convertible securities which are, Registrable Securities.

       

      (j) The
        term
“Rule
        144”
        shall
        mean Rule 144 as promulgated by the SEC under the Act, as such Rule may be
        amended from time to time, or any similar successor rule that may be promulgated
        by the SEC.

       

      (k) The
        term
“SEC”
        shall
        mean the Securities and Exchange Commission or any other federal agency at
        the
        time administering the Act.

       

      1.2 Piggyback
        Registration.

       

      (a) The
        Company and the Holder agree that the Registrable Securities will be included
        in
        the Company’s Form S-1 Registration Statement anticipated to be prepared by
        counsel to the Company, which filing the Company agrees to use its reasonable
        best efforts to make not later than April 30, 2005 and to cause to be declared
        effective not later than 135 days from the date hereof. The Company and the
        Holder have further agreed that such inclusion will satisfy the registration
        rights given to Holder pursuant to this Agreement; provided, however, that
        such
        inclusion satisfies such obligation only if the registration statement is
        declared effective not later than 165 days from the date hereof; provided
        however,
        if the
        Company has not filed a Form S-1 Registration Statement that includes the
        Registrable Securities by April 30, 2005, for each thirty (30) days that
        such
        Form S-1 is not filed the Company shall pay the Holders liquidated damages
        equal
        to one percent (1%) of the total issued share capital of the Company in Common
        Stock. With respect to the aforementioned liquidated damage award, each Holder
        shall receive shares of Common Stock, pro rata, based on the number of
        Registrable Securities owned by such Holder. Notwithstanding the foregoing,
        if
        the Company shall furnish to Holders a certificate signed by the Chief Executive
        Officer of the Company stating that in the good faith judgment of the Board
        of
        Directors of the Company, it would be seriously detrimental to the Company
        and
        its stockholders for such registration statement to be filed owing to a material
        pending transaction or other issue and it is therefore essential to defer
        the
        filing of such registration statement, the Company shall not be required
        to pay
        such liquidated damages. In addition, the Holder acknowledges that the Company
        has granted registration rights to the purchasers (the “Prior Purchasers”) of
        its securities in certain prior private offerings. The Holder’s Registrable
        Securities may be included in any registration filed pursuant to this Section
        1.2 only to the extent that the inclusion of its securities will not reduce
        the
        amount of the 

       


      
        
          
          

        

        
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      Registrable
        Securities of the Prior Purchasers which is included in such registration
        statement. Moreover, the Holder may not seek to cause the Company to make
        a
        demand registration which could result in such registration statement being
        declared effective prior to the earlier of either of the dates set forth
        in
        subsection 1.2(a) of the Registration Rights Agreement between the Company
        and
        the Prior Purchasers (the “Prior Registration Agreement”) or within one hundred
        twenty (120) days of the effective date of any registration effected pursuant
        to
        Section 1.2 of the Prior Registration Agreement.

       

      1.3 Demand
        Registration

       

      (a) In
        the
        event that the S-1 Registration Statement is not filed by the Company by
        April
        30, 2005 pursuant to Section 1.2 hereof, a Holder or Holders shall be entitled
        to initiate registration request hereunder (“Initiating
        Holders) The
        Initiating Holders shall so advise the Company in writing that the Company
        file
        a registration statement under the Act registering the Registrable Securities.
        The Company shall file a Form S-1 Registration Statement no later than 45
        days
        from the date of such registration request and be declared effective not
        later
        than 90 days from the date thereof. The Company and the Holder shall further
        agree that such filing will satisfy the piggyback registration rights given
        to
        Holder pursuant to this Agreement; provided, however, that such inclusion
        satisfies such obligation only if the registration statement is declared
        effective not later than 90 days from the date of the request from the
        Initiating Holders.

       

      (b) Notwithstanding
        the foregoing, if the Company shall furnish to Holders requesting a registration
        statement pursuant to this Section 1.3, a certificate signed by the Chief
        Executive Officer of the Company stating that in the good faith judgment
        of the
        Board of Directors of the Company, it would be seriously detrimental to the
        Company and its stockholders for such registration statement to be filed
        owing
        to a material pending transaction and
        it is
        therefore essential to defer the filing of such registration statement, the
        Company shall have the right to defer taking action with respect to such
        filing
        for a period of not more than 120 days after receipt of the request of the
        Initiating Holders.

       

      (c) In
        addition, the Company shall not be obligated to effect, or to take any action
        to
        effect, any registration pursuant to this Section 1.3
        in any
        particular jurisdiction in which the Company would be required to execute
        a
        general consent to service of process in effecting such registration,
        qualification or compliance, unless the Company is already subject to service
        in
        such jurisdiction and except as may be required by the Act.

       

      1.4 Obligations
        of the Company.
        Whenever
        required under this Section 1 to effect the registration of any Registrable
        Securities, the Company shall, as expeditiously as reasonably
        possible:

       

      (a) Prepare
        and file with the SEC a registration statement with respect to such Registrable
        Securities and use its best efforts to cause such registration statement
        to
        become effective, and, upon the request of the Holders of a majority of the
        Registrable Securities registered thereunder, keep such registration statement
        effective until the Registrable Securities registered thereunder have been
        sold
        by the Holders (or such shorter period as the Holders may consent to in
        writing).

       

      (b) Prepare
        and file with the SEC such amendments and supplements to such registration
        statement and the prospectus used in connection with such registration statement
        as 

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      may
        be
        necessary to comply with the provisions of the Act with respect to the
        disposition of all securities covered by such registration
        statement.

       

      (c) Furnish
        to the Holders such number of copies of a prospectus, including a preliminary
        prospectus, in conformity with the requirements of the Act, and such other
        documents as they may reasonably request in order to facilitate the disposition
        of Registrable Securities owned by them.

       

      (d) Use
        its
        best efforts to register and qualify the securities covered by such registration
        statement under such other securities or Blue Sky laws of such jurisdictions
        as
        shall be reasonably requested by the Holders; provided
        that
        the
        Company shall not be required in connection therewith or as a condition thereto
        to qualify to do business or to file a general consent to service of process
        in
        any such states or jurisdictions, unless the Company is already subject to
        service in such jurisdiction and except as may be required by the
        Act.

       

      (e) In
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter of such offering. Each Holder participating in such
        underwriting shall also enter into and perform its obligations under such
        an
        agreement.

       

      (f) Notify
        each Holder of Registrable Securities covered by such registration statement
        at
        any time when a prospectus relating thereto is required to be delivered under
        the Act of the happening of any event as a result of which the prospectus
        included in such registration statement, as then in effect, includes an untrue
        statement of a material fact or omits to state a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading
        in
        light of the circumstances then existing.

       

      (g) Use
        its
        best efforts to cause all such Registrable Securities registered hereunder
        to be
        listed on the securities exchange or Nasdaq trading system on which similar
        securities of the Company are then listed or trade.

       

      (h) Furnish,
        at the request of any Holder requesting registration of Registrable Securities
        pursuant to this Section 1, on the date that such Registrable Securities
        are
        delivered to the underwriters for sale in connection with a registration
        pursuant to this Section 1, if such securities are being sold through
        underwriters, or, if such securities are not being sold through underwriters,
        on
        the date that the registration statement with respect to such securities
        becomes
        effective, (i) an opinion, dated such date, of the counsel representing the
        Company for the purposes of such registration, in form and substance as is
        customarily given to underwriters in an underwritten public offering, addressed
        to the underwriters, if any, and to the Holders requesting registration of
        Registrable Securities and (ii) a letter dated such date, from the independent
        certified public accountants of the Company, in form and substance as is
        customarily given by independent certified public accountants to underwriters
        in
        an underwritten public offering, addressed to the underwriters, if any, and
        to
        the Holders requesting registration of Registrable Securities.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      1.5 Furnish
        Information.
        It shall
        be a condition precedent to the obligations of the Company to take any action
        pursuant to this Section 1 with respect to the Registrable Securities of
        any
        selling Holder that such Holder shall furnish to the Company such information
        regarding itself, the Registrable Securities held by it, and the intended
        method
        of disposition of such securities as shall be required to effect the
        registration of such Holder’s Registrable Securities. 


      1.6 Expenses
        of Registration.

       

      (a) Demand
        Registration. All
        expenses other than underwriting discounts and commissions incurred in
        connection with registrations, filings or qualifications pursuant to Section
        1.3, including (without limitation) all registration, filing and qualification
        fees, printers’ and accounting fees, and fees and disbursements of counsel for
        the Company shall be borne by the Company; provided, however, that the Company
        shall not be required to pay for any expenses of any registration proceeding
        begun pursuant to Section 1.3 if the registration request is subsequently
        withdrawn at the request of the Holders of a majority of the Registrable
        Securities to be registered (in which case all participating holders shall
        bear
        such expenses), unless the Holders of a majority of the Registrable Securities
        agree to forfeit their right to one demand registration pursuant to Section
        1.3;
        provided further, however, that if at the time of such withdrawal, the Holders
        have learned of a material adverse change in the condition, business, or
        prospects of the Company from that known to the Holders at the time of their
        request and have withdrawn the request with reasonable promptness following
        disclosure by the Company of such material adverse change, then the Holders
        shall not be required to pay any of such expenses and shall retain their
        rights
        pursuant to Section 1.2 or Section 1.3.

       

      (b) Piggyback
        Registration.
        All
        expenses other than underwriting discounts and commissions incurred in
        connection with any registration, filing or qualification of Registrable
        Securities with respect to the registrations pursuant to Section 1.2 for
        each
        Holder (which right may be assigned as provided in Section 1.11, including
        (without limitation) all registration, filing, and qualification fees, printers
        and accounting fees relating or apportionable thereto and the fees and
        disbursements of one counsel for the selling Holders selected by them, but
        excluding underwriting discounts and commissions relating to Registrable
        Securities shall be borne by the Company.

       

      1.7 Underwriting
        Requirements.
        In
        connection with any offering involving an underwriting of shares of the
        Company’s capital stock, the Company shall not be required under Section 1.2 to
        include any of the Holders’ securities in such underwriting unless they accept
        the terms of the underwriting as agreed upon between the Company and the
        underwriters, and then only in such quantity as the underwriters determine
        in
        their sole discretion will not jeopardize the success of the offering by
        the
        Company. If the total amount of securities, including Registrable Securities,
        requested by stockholders to be included in such offering exceeds the amount
        of
        securities sold other than by the Company that the underwriters determine
        in
        their sole discretion is compatible with the success of the offering, then
        the
        Company shall be required to include in the offering only that number of
        such
        securities, including Registrable Securities, which the underwriters determine
        in their sole discretion will not jeopardize the success of the offering
        (the
        securities so included to be apportioned pro rata among the selling stockholders
        according to the total amount of securities entitled to be included therein
        owned by each selling stockholder or in such other proportions as shall mutually
        be agreed to by such selling stockholders) but in no event shall (i) the
        amount
        of securities of the selling Holders included in the offering be reduced
        below
        fifty percent of the total amount of securities included in such offering,
        or
        (ii) 

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      notwithstanding
        (i) above, any shares being sold by a stockholder exercising a demand
        registration right similar to that granted in Section 1.2 be excluded from
        such
        offering. For purposes of the preceding parenthetical concerning apportionment,
        for any selling stockholder which is a holder of Registrable Securities and
        which is a partnership or corporation, the partners, retired partners and
        stockholders of such holder, or the estates and family members of any such
        partners and retired partners and any trusts for the benefit of any of the
        foregoing persons shall be deemed to be a single “selling stockholder”, and any
        pro-rata reduction with respect to such “selling stockholder” shall be based
        upon the aggregate amount of shares carrying registration rights owned by
        all
        entities and individuals included in such “selling stockholder”, as defined in
        this sentence.

       

      


      1.8 Delay
        of Registration.
        No
        Holder shall have any right to obtain or seek an injunction restraining or
        otherwise delaying any such registration as the result of any controversy
        that
        might arise with respect to the interpretation or implementation of this
        Section
        1.

       

      1.9 Indemnification.
        In the
        event any Registrable Securities are included in a registration statement
        under
        this Section 1:

       

      (a) To
        the
        extent permitted by law, the Company will indemnify and hold harmless each
        Holder, any underwriter (as defined in the Act) for such Holder and each
        person,
        if any, who controls such Holder or underwriter within the meaning of the
        Act or
        the 1934 Act, against any losses, claims, damages, or liabilities (joint
        or
        several) to which they may become subject under the Act, the 1934 Act or
        other
        federal or state law, insofar as such losses, claims, damages, or liabilities
        (or actions in respect thereof) arise out of or are based upon any of the
        following statements, omissions or violations (collectively a “Violation”):
        (i)
        any untrue statement or alleged untrue statement of a material fact contained
        in
        such registration statement, including any preliminary prospectus or final
        prospectus contained therein or any amendments or supplements thereto, (ii)
        the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein, or necessary to make the statements therein not misleading,
        or
        (iii) any violation or alleged violation by the Company of the Act, the 1934
        Act, any state securities law or any rule or regulation promulgated under
        the
        Act; and the Company will pay to each such Holder, underwriter or controlling
        person, as incurred, any legal or other expenses reasonably incurred by them
        in
        connection with investigating or defending any such loss, claim, damage,
        liability, or action; provided,
        however,
        that
        the indemnity agreement contained in this subsection 1.9(a) shall not apply
        to
        amounts paid in settlement of any such loss, claim, damage, liability, or
        action
        if such settlement is effected without the consent of the Company (which
        consent
        shall not be unreasonably withheld), nor shall the Company be liable in any
        such
        case for any such loss, claim, damage, liability, or action to the extent
        that
        it arises out of or is based upon a Violation which occurs in reliance upon
        and
        in conformity with written information furnished expressly for use in connection
        with such registration by any such Holder, underwriter or controlling
        person.

       

      (b) To
        the
        extent permitted by law, each selling Holder will indemnify and hold harmless
        the Company, each of its directors, each of its officers who has signed the
        registration statement, each person, if any, who controls the Company within
        the
        meaning of the Act, any underwriter, any other Holder selling securities
        in such
        registration statement and any controlling person of any such underwriter
        or
        other Holder, against any losses, claims, damages, or liabilities (joint
        or
        several) to which any of the foregoing persons may become subject, under
        

       


      
        
          
          

        

        
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      the
        Act,
        the 1934 Act or other federal or state law, insofar as such losses, claims,
        damages, or liabilities (or actions in respect thereto) arise out of or are
        based upon any Violation, in each case to the extent (and only to the extent)
        that such Violation occurs in reliance upon and in conformity with written
        information furnished by such Holder expressly for use in connection with
        such
        registration; and each such Holder will pay, as incurred, any legal or other
        expenses reasonably incurred by any person intended to be indemnified pursuant
        to this subsection 1.9(b), in connection with investigating or defending
        any
        such loss, claim, damage, liability, or action; provided,
        however,
        that
        the indemnity agreement contained in this subsection 1.9(b) shall not apply
        to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Holder, which consent
        shall not be unreasonably withheld; provided,
        that,
        in no event shall any indemnity under this subsection 1.9(b) exceed the net
        proceeds from the offering received by such Holder, except in the case of
        willful fraud by such Holder.

       

      (c) Promptly
        after receipt by an indemnified party under this Section 1.9 of notice of
        the
        commencement of any action (including any governmental action), such indemnified
        party will, if a claim in respect thereof is to be made against any indemnifying
        party under this Section 1.9, deliver to the indemnifying party a written
        notice
        of the commencement thereof and the indemnifying party shall have the right
        to
        participate in, and, to the extent the indemnifying party so desires, jointly
        with any other indemnifying party similarly noticed, to assume the defense
        thereof with counsel mutually satisfactory to the parties; provided,
        however,
        that an
        indemnified party (together with all other indemnified parties which may
        be
        represented without conflict by one counsel) shall have the right to retain
        one
        separate counsel, with the fees and expenses to be paid by the indemnifying
        party, if representation of such indemnified party by the counsel retained
        by
        the indemnifying party would be inappropriate due to actual or potential
        differing interests between such indemnified party and any other party
        represented by such counsel in such proceeding. The failure to deliver written
        notice to the indemnifying party within a reasonable time of the commencement
        of
        any such action, if prejudicial to its ability to defend such action, shall
        relieve such indemnifying party of any liability to the indemnified party
        under
        this Section 1.10, but the omission so to deliver written notice to the
        indemnifying party will not relieve it of any liability that it may have
        to any
        indemnified party otherwise than under this Section 1.9.

       

      (d) If
        the
        indemnification provided for in this Section 1.9 is held by a court of competent
        jurisdiction to be unavailable to an indemnified party with respect to any
        loss,
        liability, claim, damage, or expense referred to therein, then the indemnifying
        party, in lieu of indemnifying such indemnified party hereunder, shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such loss, liability, claim, damage, or expense in such proportion as
        is
        appropriate to reflect the relative fault of the indemnifying party on the
        one
        hand and of the indemnified party on the other in connection with the statements
        or omissions that resulted in such loss, liability, claim, damage, or expense
        as
        well as any other relevant equitable considerations; provided
        that in
        no event shall any contribution by a Holder under this subsection 1.9(d)
        exceed
        the net proceeds from the offering received by such Holder or the amount
        such
        person would have been obligated to pay if indemnification had been available.
        The relative fault of the indemnifying party and of the indemnified party
        shall
        be determined by reference to, among other things, whether the untrue or
        alleged
        untrue statement of a material fact or the omission to state a material fact
        relates to information supplied by the indemnifying party or by 

       


      
        
          
          

        

        
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      the
        indemnified party and the parties’ relative intent, knowledge, access to
        information and opportunity to correct or prevent such statement or
        omission.

       

      (e) Notwithstanding
        the foregoing, to the extent that the provisions on indemnification and
        contribution contained in the underwriting agreement entered into in connection
        with the underwritten public offering are in conflict with the foregoing
        provisions, the provisions in the underwriting agreement shall control for
        the
        parties to that agreement.

       

      (f) The
        obligations of the Company and Holders under this Section 1.9 shall survive
        the
        completion of any offering of Registrable Securities in a registration statement
        under this Section 1, and otherwise.

       

      1.10 Reports
        Under Securities Exchange Act of 1934.
        With a
        view to making available to the Holders the benefits of Rule 144 promulgated
        under the Act and any other rule or regulation of the SEC that may at any
        time
        permit a Holder to sell securities of the Company to the public without
        registration, the Company agrees to:

       

      (a) make
        and
        keep public information available, as those terms are understood and defined
        in
        SEC Rule 144, at all times so long as the Company remains subject to the
        periodic reporting requirements under Section 13 or 15(d) of the 1934
        Act;

       

      (b) file
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the Act and the 1934 Act; and

       

      (c) furnish
        to any Holder, so long as the Holder owns any Registrable Securities, forthwith
        upon request (i) a written statement by the Company that it has complied
        with
        the reporting requirements of SEC Rule 144, the Act and the 1934 Act, (ii)
        a
        copy of the most recent annual or quarterly report of the Company and such
        other
        reports and documents so filed by the Company, and (iii) such other information
        as may be reasonably requested in availing any Holder of any rule or regulation
        of the SEC which permits the selling of any such securities without registration
        or pursuant to such form.


      
        
          
          

        

        
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      1.11 Assignment
        of Registration Rights.
        The
        rights to cause the Company to register Registrable Securities pursuant to
        this
        Section 1 may be assigned (but only with all related obligations) by a Holder
        to
        a transferee or assignee of such securities that is an affiliate (as such
        term
is
        defined in Rule 405 of the Act) of the Holder, provided:
        (a) the
        Company is, within a reasonable time after such transfer, furnished with
        written
        notice of the name and address of such transferee or assignee and the securities
        with respect to which such registration rights are being assigned; (b) such
        transferee or assignee agrees in writing to be bound by and subject to the
        terms
        and conditions of this Agreement, including without limitation the provisions
        of
        Section 1.13 below;
        and (c) such assignment shall be effective only if immediately following
        such
        transfer the further disposition of such securities by the transferee or
        assignee is restricted under the Act. For the purposes of determining the
        number
        of shares of Registrable Securities held by a transferee or assignee, the
        holdings of transferees and assignees of a partnership who are partners or
        retired partners of such partnership (including spouses and ancestors, lineal
        descendants and siblings of such partners or spouses who acquire Registrable
        Securities by gift, will or intestate succession) shall be aggregated together
        and with the partnership; provided that all assignees and transferees who
        would
        not qualify individually for assignment of registration rights shall have
        a
        single attorney-in-fact for the purpose of exercising any rights, receiving
        notices or taking any action under this Section 1.

       

      1.12 Limitations
        on Subsequent Registration Rights.
        From and
        after the date of this Agreement, the Company shall not, without the prior
        written consent of the Holders of a majority of the outstanding Registrable
        Securities, enter into any agreement with any holder or prospective holder
        of
        any securities of the Company which would allow such holder or prospective
        holder (a) to include such securities in any registration filed under Section
        1.2 hereof, unless under the terms of such agreement, such holder or prospective
        holder may include such securities in any such registration only to the extent
        that the inclusion of his securities will not reduce the amount of the
        Registrable Securities of the Holders which is included or (b) to make a
        demand
        registration which could result in such registration statement being declared
        effective prior to the earlier of either of the dates set forth in subsection
        1.2(a) or within one hundred twenty (120) days of the effective date of any
        registration effected pursuant to Section 1.2. 

       

      1.13 Termination
        of Registration Rights.
        No
        Holder shall be entitled to exercise any right provided for in this Section
        1
        after the earlier of (i) five (5) years from the date hereof with respect
        to
        Demand Registration Rights, or (ii) such time as Rule 144 or another similar
        exemption (without recourse to Rule 144(k) unless such Holder holds less
        than or
        equal to 2% of the Stock) under the Securities Act is available for the sale
        of
        all of such Holder’s shares during a three (3)-month period without
        registration, 

       

      2. Miscellaneous.

       

      2.1 Successors
        and Assigns.
        Except
        as otherwise provided herein, the terms and conditions of this Agreement
        shall
        inure to the benefit of and be binding upon the respective successors and
        assigns of the parties (including transferees of any shares of Registrable
        Securities). Nothing in this Agreement, express or implied, is intended to
        confer upon any party other than the parties hereto or their respective
        successors and assigns any rights, remedies, obligations, or liabilities
        under
        or by reason of this Agreement, except as expressly provided in this
        Agreement.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      2.2 Governing
        Law.
        This
        Agreement shall be governed by and construed under the laws of the State
        of New
        York as applied to agreements among New York residents entered into and to
        be
        performed entirely within New York.

       

      2.3 Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       

      2.4 Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      2.5 Notices.
        Unless
        otherwise provided, any notice required or permitted under this Agreement
        shall
        be given in writing and shall be deemed effectively given upon personal delivery
        to the party to be notified or upon deposit with the United States Post Office,
        by registered or certified mail, postage prepaid and addressed to the party
        to
        be notified at the address indicated for such party on the signature page
        hereof, or at such other address as such party may designate by ten (10)
        days’
        advance written notice to the other parties.

       

      2.6 Expenses.
        If any
        action at law or in equity is necessary to enforce or interpret the terms
        of
        this Agreement, the prevailing party shall be entitled to reasonable attorneys’
        fees, costs and necessary disbursements in addition to any other relief to
        which
        such party may be entitled.

       

      2.7 Amendments
        and Waivers.
        Any term
        of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company
        and the holders of a majority of the Registrable Securities then outstanding.
        Any amendment or waiver effected in accordance with this paragraph shall
        be
        binding upon each holder of any Registrable Securities then outstanding,
        each
        future holder of all such Registrable Securities and the Company.

       

      2.8 Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provision shall be excluded from this Agreement and
        the
        balance of the Agreement shall be interpreted as if such provision was so
        excluded and shall be enforceable in accordance with its terms.

       

      2.9 Aggregation
        of Stock.
        All
        shares of Registrable Securities held or acquired by affiliated entities
        or
        persons shall be aggregated together for the purpose of determining the
        availability of any rights under this Agreement.

       

      2.10 Entire
        Agreement; Amendment; Waiver.
        This
        Agreement (including the Exhibits hereto, if any) constitutes the full and
        entire understanding and agreement between the parties with regard to the
        subjects hereof and thereof.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


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

      


      
        	 	
                Magnetech
                  Integrated Services Corp.

              
	 	 	 
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:  John
                  A. Martell

              
	 	
                Title:  President
                  and Chief Executive Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                Purchaser

              
	 	 	 
	 	 	 
	 	
                By:

              	 [See
                Schedule 1]
	 	
                Name:

              


      

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      
Schedule 1

      


      Purchaser(s)

      


      
        
          MAGNETECH
            INTEGRATED SERVICES CORP.

          
            Private
              Placement of Subordinated Secured Convertible
              Debentures

          


          
            	
                    Purchaser

                  	 	
                    Closing
                      Date

                  	 	
                    Principal
                      Amount 

                    of
                      Debentures

                  	 	
                    Warrants

                  	 
	 	 	 	 	 	 	 	 
	
                    David
                      L. Cohen

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    100,000.00

                  	 	 	
                    105,729

                  	 
	
                    Michael
                      Poujol & Angela Poujol JTWROS

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	
                    264,323

                  	 
	
                    Gregg
                      M. Gaylord & Linda S. Covillon Gaylord LV TR 1/18/99

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Pershing
                      as Cust., IRA FBO Thomas D'Avanzo

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Dr.
                      Frank Lake, III

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    30,000.00

                  	 	 	
                    31,719

                  	 
	
                    Dr.
                      Leo Mazzocchi & Nancy T. Mazzocchi JTWROS

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    William
                      Sybesma & Martina Jane Sybesma JTWROS

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    75,000.00

                  	 	 	
                    79,297

                  	 
	
                    Gary
                      M. Glasscock

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    100,000.00

                  	 	 	
                    105,729

                  	 
	
                    Dr.
                      Domenic Strazzulla

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    RS
                      & VS Ltd., SJDE LLC Gen. Partner

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Stephen
                      T. Skoly, Jr.

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Thomas
                      J. Keeney

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Paul
                      Quattrocchi & Danielle Quattrocchi JTWROS

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Dr.
                      Barry G. Landry

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Robert
                      L. Thompson MD TR ISERP Profit Sharing Plan FBO Robert L. Thompson
                      MD

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Dr.
                      Michael O. Bernstein

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Steven
                      A. Lamb

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Norman
                      Dudey TR The Norman Dudey Trust U A Dated 6/10/1991 FBO Norman
                      Dudey

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Frank
                      R. Cserpes Jr. & Sharon M. Cserpes TRS Frank R. Cserpes Jr. Trust DTD
                      4/12/02 AMD DTD 1/22/03

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Edward
                      Lagomarsino

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	
                    264,323

                  	 
	
                    Pershing
                      as Cust., SEP FBO Rodney Schorlemmer

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Mollie
                      Ann Peters

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Paul
                      V. Nugent Jr. & Jeanne Mentus Nugent JTWROS

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Albert
                      Jim Barboni

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    30,000.00

                  	 	 	
                    31,719

                  	 
	
                    StarInvest
                      Group, Inc.

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    400,000.00

                  	 	 	
                    422,917

                  	 
	
                    SwissFinanz
                      Partner AG

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    130,000.00

                  	 	 	
                    137,448

                  	 
	
                    Marcel
                      Riedel

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Alfred
                      Schneider

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Maya
                      Salzmann

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Daniel
                      Stahl

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    80,000.00

                  	 	 	
                    84,583

                  	 
	
                    Elizabeth
                      Kuhn

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Paul
                      Remensberger

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Heinz
                      Wattenhofer

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Rolph
                      R. Berg-Jaquet

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    10,000.00

                  	 	 	
                    10,573

                  	 
	
                    Marie
                      Luise Fuchs

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    10,000.00

                  	 	 	
                    10,573

                  	 
	
                    Josefine
                      Hausammann

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    10,000.00

                  	 	 	
                    10,573

                  	 
	
                    Hans
                      Hausammann

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    15,000.00

                  	 	 	
                    15,859

                  	 
	
                    Roger
                      Buerki

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    10,000.00

                  	 	 	
                    10,573

                  	 
	
                    Hans
                      Nef-Maag

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    60,000.00

                  	 	 	
                    63,437

                  	 
	
                    James
                      Ladner

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Max
                      Gertsch

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    15,000.00

                  	 	 	
                    15,859

                  	 
	
                    Roland
                      Bertschy

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    5,000.00

                  	 	 	
                    5,286

                  	 
	
                    Christian
                      Baumberger

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    10,000.00

                  	 	 	
                    10,573

                  	 
	
                    Fred
                      Kin

                  	 	 	
                    3/4/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Robert
                      C. Ingram, III

                  	 	 	
                    3/8/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Kilmare
                      Worldwide Inc.

                  	 	 	
                    3/8/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    StarInvest
                      Group, Inc.

                  	 	 	
                    3/8/2005

                  	 	
                    $

                  	
                    400,000.00

                  	 	 	
                    422,916

                  	 
	
                    Joseph
                      Quattrocchi

                  	 	 	
                    3/8/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Nasrollah
                      Jahdi

                  	 	 	
                    4/15/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Highgate
                      House Funds, Ltd.

                  	 	 	
                    4/15/2005

                  	 	
                    $

                  	
                    500,000.00

                  	 	 	
                    528,645

                  	 
	
                    Pershing
                      LLC as Custodian, IRA fbo Richard J. Mullin

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    100,000.00

                  	 	 	
                    105,729

                  	 
	
                    SwissFinanz
                      Partner AG

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    60,000.00

                  	 	 	
                    63,437

                  	 
	
                    Daniel
                      Stahl

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    Paul
                      Remensberger

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Hans
                      Hausammann

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Hans-Peter
                      Knecht

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    20,000.00

                  	 	 	
                    21,146

                  	 
	
                    Henry
                      Fortier, III

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	
                    Frederick
                      P. Epstein

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    50,000.00

                  	 	 	
                    52,865

                  	 
	
                    William
                      Sybesma

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    75,000.00

                  	 	 	
                    79,297

                  	 
	
                    Gary
                      M. Glasscock

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    40,000.00

                  	 	 	
                    42,292

                  	 
	
                    Joseph
                      Gazzola & Josephine Gazzola JTWROS

                  	 	 	
                    5/9/2005

                  	 	
                    $

                  	
                    25,000.00

                  	 	 	
                    26,432

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    TOTALS

                  	 	 	 	 	
                    $

                  	
                    4,025,000.00

                  	 	 	
                    4,255,601

                  	 


          

        



      


      12