Common Stock Purchase Warrant dated August 24, 2005 issued to Laurus Master
      Fund, Ltd.


    

       

      Exhibit
        4.5

       

      


       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
        ANY
        STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
        OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
        IN
        THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR
        SUCH
        SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
        OF
        COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT
        SUCH
        REGISTRATION IS NOT REQUIRED.

       

      


      Right
        to
        Purchase up to 7,352,941 Shares of Common Stock of

      Magnetech
        Integrated Service Corp.

      (subject
        to adjustment as provided herein)

       

      COMMON
        STOCK PURCHASE WARRANT

       

      


      
        	
                 

                No.
                  LMF-1

              	
                 

                Issue
                  Date: August 24, 2005

              


      

       

      Magnetech
        Integrated Services Corp., a corporation organized under the laws of the
        State
        of Indiana, hereby certifies that, for value received, LAURUS MASTER FUND,
        LTD.,
        or assigns (the “Holder”), is entitled, subject to the terms set forth below, to
        purchase from the Company (as defined herein) from and after the Issue Date
        of
        this Warrant and at any time or from time to time before 5:00 p.m., New York
        time, through the close of business August 24, 2012 (the “Expiration Date”), up
        to 7,352,941 fully paid and nonassessable shares of Common Stock (as hereinafter
        defined), $0.01 par value per share, at the applicable Exercise Price per
        share
        (as defined below). The number and character of such shares of Common Stock
        and
        the applicable Exercise Price per share are subject to adjustment as provided
        herein.

       

      As
        used
        herein the following terms, unless the context otherwise requires, have the
        following respective meanings: 

       

      (a) The
        term
“Company” shall include Magnetech Integrated Services Corp., an Indiana
        corporation, and any person or entity which shall succeed, or assume the
        obligations of, Magnetech Integrated Services Corp. hereunder. 

       

      (b) The
        term
“Common Stock” includes (i) the Company’s Common Stock, par value $0.01 per
        share; and (ii) any other securities into which or for which any of the
        securities described in the preceding clause (i) may be converted or exchanged
        pursuant to a plan of recapitalization, reorganization, merger, sale of assets
        or otherwise.

       

      (c) The
        term
“Other Securities” refers to any stock (other than Common Stock) and other
        securities of the Company or any other person (corporate or otherwise) which
        the
        holder of the Warrant at any time shall be entitled to receive, or shall
        have
        received, on the exercise of the Warrant, in lieu of or in addition to Common
        Stock, or 


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


       

      which
        at
        any time shall be issuable or shall have been issued in exchange for or in
        replacement of Common Stock or Other Securities pursuant to Section 4 or
        otherwise. 

       

      (d) The
        “Exercise Price” applicable under this Warrant shall be $0.34 per share of
        Common Stock (subject to adjustment as provided herein) for all shares acquired
        hereunder.

       

      1. Exercise
        of Warrant.
        

       

      1.1 Number
        of Shares Issuable upon Exercise.
        Subject
        to the terms and conditions of this Warrant, from and after the date hereof
        through and including the Expiration Date, the Holder shall be entitled to
        receive, upon exercise of this Warrant in whole or in part, by delivery in
        the
        manner provided herein of an original or fax copy of an exercise notice in
        the
        form attached hereto as Exhibit
        A
        (the
“Exercise Notice”), shares of Common Stock of the Company, subject to adjustment
        pursuant to Section 4.

       

      1.2 Fair
        Market Value.
        For
        purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
        particular date (the “Determination Date”) shall mean: 

       

      (a) If
        the
        Company’s Common Stock is traded on the American Stock Exchange or another
        national exchange or is quoted on the National or SmallCap Market of The
        Nasdaq
        Stock Market, Inc. (“Nasdaq”), then the average of the closing or last sale
        price, respectively, reported for the five (5) trading days immediately
        preceding the Determination Date.

       

      (b) If
        the
        Company’s Common Stock is not traded on the American Stock Exchange or another
        national exchange or on the Nasdaq but is traded on the NASD Over The Counter
        Bulletin Board, then the mean of the average of the closing bid and asked
        prices
        reported for the five (5) trading days immediately preceding the Determination
        Date.

       

      (c) Except
        as
        provided in clause (d) below, if the Company’s Common Stock is not publicly
        traded, then as the Holder and the Company agree or in the absence of agreement
        by arbitration in accordance with the rules then in effect of the American
        Arbitration Association, before a single arbitrator to be chosen from a panel
        of
        persons qualified by education and training to pass on the matter to be
        decided.

       

      (d) If
        the
        Determination Date is the date of a liquidation, dissolution or winding up,
        or
        any event deemed to be a liquidation, dissolution or winding up pursuant
        to the
        Company’s charter, then all amounts to be payable per share to holders of the
        Common Stock pursuant to the charter in the event of such liquidation,
        dissolution or winding up, plus all other amounts to be payable per share
        in
        respect of the Common Stock in liquidation under the charter, assuming for
        the
        purposes of this clause (d) that all of the shares of Common Stock then issuable
        upon exercise of the Warrant are outstanding at the Determination
        Date.


      
        
          
          

        

        
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      1.3 Company
        Acknowledgment.
        The
        Company will, at the time of the exercise of this Warrant, upon the request
        of
        the Holder hereof acknowledge in writing its continuing obligation to afford
        to
        such holder any rights to which such holder shall continue to be entitled
        after
        such exercise in accordance with the provisions of this Warrant. If the holder
        shall fail to make any such request, such failure shall not affect the
        continuing obligation of the Company to afford to such holder any such rights.
        

       

      1.4 Trustee
        for Warrant Holders.
        In the
        event that a bank or trust company shall have been appointed as trustee for
        the
        holders of this Warrant pursuant to Subsection 3.2, such bank or trust company
        shall have all the powers and duties of a warrant agent (as hereinafter
        described) and shall accept, in its own name for the account of the Company
        or
        such successor person as may be entitled thereto, all amounts otherwise payable
        to the Company or such successor, as the case may be, on exercise of this
        Warrant pursuant to this Section 1.

       

      2. Procedure
        for Exercise.

       

      2.1 Delivery
        of Stock Certificates, Etc., on Exercise.
        The
        Company agrees that the shares of Common Stock purchased upon exercise of
        this
        Warrant shall be deemed to be issued to the Holder as the record owner of
        such
        shares as of the close of business on the date on which this Warrant shall
        have
        been surrendered and payment made for such shares in accordance herewith.
        As
        soon as practicable after the exercise of this Warrant in full or in part,
        and
        in any event within three (3) business days thereafter, the Company at its
        expense (including the payment by it of any applicable issue taxes) will
        cause
        to be issued in the name of and delivered to the Holder, or to another person
        designated by the Holder in writing (provided that the Holder has paid any
        applicable transfer taxes and that the Company has received such documentation
        and information that the Company deems reasonably necessary to ensure compliance
        with applicable securities laws), a certificate or certificates for the number
        of duly and validly issued, fully paid and nonassessable shares of Common
        Stock
        (or Other Securities) to which such Holder shall be entitled on such exercise,
        plus, in lieu of any fractional share to which such holder would otherwise
        be
        entitled, cash equal to such fraction multiplied by the then Fair Market
        Value
        of one full share, together with any other stock or other securities and
        property (including cash, where applicable) to which such Holder is entitled
        upon such exercise pursuant to Section 1.

       

      2.2 Exercise.
        

       

      (a) To
        exercise this Warrant, the Holder must properly complete, execute and deliver
        to
        the Company the Exercise Notice. Any exercise may not be revoked unless (i)
        an
        Event of Default has occurred and is continuing or (ii) the Company has
        consented to such a revocation. Payment may be made either (i) in cash or
        by
        certified or official bank check payable to the order of the Company equal
        to
        the applicable aggregate Exercise Price, (ii) by delivery of this Warrant,
        or
        shares of Common Stock and/or Common Stock receivable upon exercise of this
        Warrant in accordance with the formula set forth in subsection (b) below,
        or
        (iii) by a combination of any of the foregoing methods, for the number of
        Common
        Shares specified in such Exercise Notice (as such exercise number shall be
        adjusted to reflect any adjustment in the total number of shares of Common
        Stock
        issuable to the Holder per the terms of this Warrant). Within three (3) business
        


      
        
          
          

        

        
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      days
        after receipt of the applicable Exercise Price and, in the event of a complete
        exercise of this Warrant by the Holder, surrender of this Warrant to the
        principal office of the Company, the Holder shall thereupon be entitled to
        receive the number of duly authorized, validly issued, fully-paid and
        non-assessable shares of Common Stock (or Other Securities) determined as
        provided herein. 

       

      (b) Notwithstanding
        any provisions herein to the contrary, if the Fair Market Value of one share
        of
        Common Stock is greater than the Exercise Price (at the date of calculation
        as
        set forth below), in lieu of exercising this Warrant for cash, the Holder
        may
        elect to receive shares equal to the value (as determined below) of this
        Warrant
        (or the portion thereof being exercised) by surrender of this Warrant at
        the
        principal office of the Company together with the properly endorsed Exercise
        Notice in which event the Company shall issue to the Holder within three
        (3)
        business days a number of shares of Common Stock computed using the following
        formula:

       

      X= Y(A-B)

                
        A

       

      Where
        X
        = the
        number of shares of Common Stock to be issued to the Holder

       

      Y
        = the
        number of shares of Common Stock purchasable under this Warrant or, if only
        a
        portion of this Warrant is being exercised, the portion of this Warrant being
        exercised (at the date of such calculation)

       

      A
        = the
        Fair
        Market Value of one share of the Company’s Common Stock (at the date of such
        calculation)

       

      B
        = the
        Exercise Price per share (as adjusted to the date of such
        calculation)

       

      3. Effect
        of Reorganization, Etc.; Adjustment of Exercise Price.

       

      3.1 Reorganization,
        Consolidation, Merger, Etc.
        In case
        at any time or from time to time, the Company shall (a) effect a reorganization,
        (b) consolidate with or merge into any other person, or (c) transfer all
        or
        substantially all of its properties or assets to any other person under any
        plan
        or arrangement contemplating the dissolution of the Company, then, in each
        such
        case, as a condition to the consummation of such a transaction, proper and
        adequate provision shall be made by the Company whereby the Holder, on the
        exercise hereof as provided in Section 1 at any time after the consummation
        of
        such reorganization, consolidation or merger or the effective date of such
        dissolution, as the case may be, shall receive, in lieu of the Common Stock
        (or
        Other Securities) issuable on such exercise prior to such consummation or
        such
        effective date, the stock and other securities and property (including cash)
        to
        which such Holder would have been entitled upon such consummation or in
        connection with such dissolution, as the case may be, if such Holder had
        so
        exercised this Warrant, immediately prior thereto, all subject to further
        adjustment thereafter as provided in Section 4.

       

      3.2 Dissolution.
        In the
        event of any dissolution of the Company following the transfer of all or
        substantially all of its properties or assets, the Company, concurrently
        with
        any 


      
        
          
          

        

        
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      distributions
        made to holders of its Common Stock, shall at its expense deliver or cause
        to be
        delivered to the Holder the stock and other securities and property (including
        cash, where applicable) receivable by the Holder pursuant to Section 3.1,
        or, if
        the Holder shall so instruct the Company, to a bank or trust company specified
        by the Holder and having its principal office in New York, NY as trustee
        for the
        Holder.

       

      3.3 Continuation
        of Terms.
        Upon
        any reorganization, consolidation, merger or transfer (and any dissolution
        following any transfer) referred to in this Section 3, this Warrant shall
        continue in full force and effect and the terms hereof shall be applicable
        to
        the shares of stock and other securities and property receivable on the exercise
        of this Warrant after the consummation of such reorganization, consolidation
        or
        merger or the effective date of dissolution following any such transfer,
        as the
        case may be, and shall be binding upon the issuer of any such stock or other
        securities, including, in the case of any such transfer, the person acquiring
        all or substantially all of the properties or assets of the Company, whether
        or
        not such person shall have expressly assumed the terms of this Warrant as
        provided in Section 4. In the event this Warrant does not continue in full
        force
        and effect after the consummation of the transactions described in this Section
        3, then the Company’s securities and property (including cash, where applicable)
        receivable by the Holder will be delivered to the Holder or the Trustee as
        contemplated by Section 3.2.

       

      4. Extraordinary
        Events Regarding Common Stock.
        In the
        event that the Company shall (a) issue additional shares of the Common Stock
        as
        a dividend or other distribution on outstanding Common Stock or any preferred
        stock issued by the Company, (b) subdivide its outstanding shares of Common
        Stock, (c) combine its outstanding shares of the Common Stock into a smaller
        number of shares of the Common Stock, then, in each such event, the Exercise
        Price shall, simultaneously with the happening of such event, be adjusted
        by
        multiplying the then Exercise Price by a fraction, the numerator of which
        shall
        be the number of shares of Common Stock outstanding immediately prior to
        such
        event and the denominator of which shall be the number of shares of Common
        Stock
        outstanding immediately after such event, and the product so obtained shall
        thereafter be the Exercise Price then in effect. The Exercise Price, as so
        adjusted, shall be readjusted in the same manner upon the happening of any
        successive event or events described herein in this Section 4. The number
        of
        shares of Common Stock that the holder shall thereafter, on the exercise
        hereof
        as provided in Section 1, be entitled to receive shall be adjusted to a number
        determined by multiplying the number of shares of Common Stock that would
        otherwise (but for the provisions of this Section 4) be issuable on such
        exercise by a fraction of which (a) the numerator is the Exercise Price that
        would otherwise (but for the provisions of this Section 4) be in effect,
        and (b)
        the denominator is the Exercise Price in effect on the date of such exercise
        (taking into account the provisions of this Section 4).

       

      5. Certificate
        as to Adjustments.
        In each
        case of any adjustment or readjustment in the shares of Common Stock (or
        Other
        Securities) issuable on the exercise of this Warrant, the Company at its
        expense
        will promptly cause its Chief Financial Officer or other appropriate designee
        to
        compute such adjustment or readjustment in accordance with the terms of this
        Warrant and prepare a certificate setting forth such adjustment or readjustment
        and showing in detail the facts upon which such adjustment or readjustment
        is
        based, including a statement of (a) the consideration received or receivable
        by
        the Company for any additional shares of Common 


      
        
          
          

        

        
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      Stock
        (or
        Other Securities) issued or sold or deemed to have been issued or sold, (b)
        the
        number of shares of Common Stock (or Other Securities) outstanding or deemed
        to
        be outstanding, and (c) the Exercise Price and the number of shares of Common
        Stock to be received upon exercise of this Warrant, in effect immediately
        prior
        to such adjustment or readjustment and as adjusted or readjusted as provided
        in
        this Warrant. The Company will promptly deliver a copy of each such certificate
        to the holder and any Warrant agent of the Company (appointed pursuant to
        Section 11 hereof).

       

      6. Reservation
        of Stock, Etc., Issuable on Exercise of Warrant.
        The
        Company will at all times reserve and keep available, solely for issuance
        and
        delivery on the exercise of this Warrant, shares of Common Stock (or Other
        Securities) from time to time issuable on the exercise of this
        Warrant.

       

      7. Assignment;
        Exchange of Warrant.
        Subject
        to compliance with applicable securities laws, this Warrant, and the rights
        evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) in whole or in part. On the surrender for exchange of this
        Warrant, with the Transferor’s endorsement in the form of Exhibit B attached
        hereto (the “Transferor Endorsement Form”) and together with evidence reasonably
        satisfactory to the Company demonstrating compliance with applicable securities
        laws, which shall include, without limitation, a legal opinion from the
        Company’s counsel (at the Transferor’s expense) that such transfer is exempt
        from the registration requirements of applicable securities laws, the Company
        at
        its expense (but with payment by the Transferor of any applicable transfer
        taxes) will issue and deliver to or on the order of the Transferor thereof
        a new
        Warrant of like tenor, in the name of the Transferor and/or the transferee(s)
        specified in such Transferor Endorsement Form (each a “Transferee”), calling in
        the aggregate on the face or faces thereof for the number of shares of Common
        Stock called for on the face or faces of the Warrant so surrendered by the
        Transferor.

       

      8. Replacement
        of Warrant.
        On
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of this Warrant and, in the case of any such loss,
        theft or destruction of this Warrant, on delivery of an indemnity agreement
        or
        security reasonably satisfactory in form and amount to the Company or, in
        the
        case of any such mutilation, on surrender and cancellation of this Warrant,
        the
        Company at its expense will execute and deliver, in lieu thereof, a new Warrant
        of like tenor.

       

      9. Registration
        Rights.
        The
        Holder has been granted certain registration rights by the Company. These
        registration rights are set forth in a Registration Rights Agreement entered
        into by the Company and Holder dated as of the date hereof, as the same may
        be
        amended, modified and/or supplemented from time to time.

       

      10. Maximum
        Exercise.
        Notwithstanding anything contained herein to the contrary, the Holder shall
        not
        be entitled to exercise this Warrant in connection with that number of shares
        of
        Common Stock which would exceed the difference between (i) 9.99% of the issued
        and outstanding shares of Common Stock and (ii) the number of shares of Common
        Stock beneficially owned by the Holder. For purposes of the immediately
        preceding sentence, beneficial ownership shall be determined in accordance
        with
        Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
        13d-3 thereunder. The limitation described 


      
        
          
          

        

        
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      in
        the
        first sentence of this Section 10 shall automatically become null and void
        following notice to the Company upon the occurrence and during the continuance
        of an Event of Default (as defined in the Security Agreement dated as of
        the
        date hereof among the Holder, the Company and various subsidiaries of the
        Company, as amended, modified, restated and/or supplemented from time to
        time,
        the “Security Agreement”)), or upon 75 days prior notice to the
        Company.

       

      11. Warrant
        Agent.
        The
        Company may, by written notice to the each Holder of the Warrant, appoint
        an
        agent for the purpose of issuing Common Stock (or Other Securities) on the
        exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
        to Section 7, and replacing this Warrant pursuant to Section 8, or any of
        the
        foregoing, and thereafter any such issuance, exchange or replacement, as
        the
        case may be, shall be made at such office by such agent.

       

      12. Transfer
        on the Company’s Books.
        Until
        this Warrant is transferred on the books and records of the Company (or a
        transfer agent appointed by the Company), the Company may treat the registered
        holder hereof as the absolute owner hereof for all purposes, notwithstanding
        any
        notice to the contrary.

       

      13. Notices,
        Etc.
        Any
        notice herein required or permitted to be given shall be in writing and shall
        be
        deemed effectively given: (a) upon personal delivery to the party notified,
        (b)
        when sent by confirmed telex or facsimile if sent during normal business
        hours
        of the recipient, if not, then on the next business day, (c) five days after
        having been sent by registered or certified mail, return receipt requested,
        postage prepaid, or (d) one business day after deposit with a nationally
        recognized overnight courier, specifying next day delivery, with written
        verification of receipt. All communications shall be sent to the respective
        Company at the addresses provided for such Company in the Security Agreement
        executed in connection herewith, and to the Holder at the address provided
        in
        the Security Agreement for such Holder, with a copy to John E. Tucker, Esq.,
        825
        Third Avenue, 14th
        Floor,
        New York, New York 10022, facsimile number (212) 541-4434, or at such other
        address as the respective Company or the Holder may designate by ten days
        advance written notice to the other party provided as set forth in this Section
        13. 

       

      14. Miscellaneous.
        This
        Warrant and any term hereof may be changed, waived, discharged or terminated
        only by an instrument in writing signed by the party against which enforcement
        of such change, waiver, discharge or termination is sought. THIS WARRANT
        SHALL
        BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT
        CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT
        ONLY
        IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE
        OF NEW
        YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION
        AND
        BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing
        this
        Warrant on behalf of the Company agree to submit to the jurisdiction of such
        courts and waive trial by jury. The prevailing party shall be entitled to
        recover from the other party its reasonable attorneys’ fees and costs. In the
        event that any provision of this Warrant is invalid or unenforceable under
        any
        applicable statute or rule of law, then such provision shall be deemed
        inoperative to the extent that it may conflict therewith and shall be



      
        
          
          

        

        
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      deemed
        modified to conform with such statute or rule of law. Any such provision
        which
        may prove invalid or unenforceable under any law shall not affect the validity
        or enforceability of any other provision of this Warrant. The headings in
        this
        Warrant are for purposes of reference only, and shall not limit or otherwise
        affect any of the terms hereof. The Company acknowledges that legal counsel
        participated in the preparation of this Warrant and, therefore, stipulates
        that
        the rule of construction that ambiguities are to be resolved against the
        drafting party shall not be applied in the interpretation of this Warrant
        to
        favor any party against the other party.

       

      [BALANCE
        OF PAGE INTENTIONALLY LEFT BLANK;

      SIGNATURE
        PAGE FOLLOWS]

       

      


       

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Company has executed this Warrant as of the date first
        written above. 

       

      
        	 	 	
                 

                MAGNETECH
                  INTEGRATED SERVICES CORP.

              
	
                 

                WITNESS:

              	 	 	 
	 	 	
                By:

              	 /s/
                John A. Martell
	 /s/
                Laura D. Seng	 	
                Name:

              	 John
                A. Martell
	 	 	
                Title:

              	 President
                & CEO


      

       

      



      
        
          
          

        

        
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      EXHIBIT
        A

       

      FORM
        OF SUBSCRIPTION

      (To
        Be
        Signed Only On Exercise Of Warrant)

      


      
        	
                TO:

              	
                Magnetech
                  Integrated Services Corp.

              
	 	
                1125
                  S. Walnut Street

              
	 	
                South
                  Bend, Indiana 46619

              
	 	 
	 	
                Attention:
                  Chief Financial Officer

              


      

       

      The
        undersigned, pursuant to the provisions set forth in the attached Warrant
        (No.
        LMF-1), hereby irrevocably elects to purchase (check applicable
        box):

      
        	
                 

                ________

              	 	
                 

                ________
                  shares of the Common Stock covered by such Warrant; or 

              
	
                 

                ________

              	 	
                 

                the
                  maximum number of shares of Common Stock covered by such Warrant
                  pursuant
                  to the cashless exercise procedure set forth in Section
                  2.

              


      

       

      The
        undersigned herewith makes payment of the full Exercise Price for such shares
        at
        the price per share provided for in such Warrant, which is $___________.
        Such
        payment takes the form of (check applicable box or boxes):

      
        	
                 

                ________

              	 	
                 

                $__________
                  in lawful money of the United States; and/or

              
	
                 

                ________

              	 	
                 

                the
                  cancellation of such number of shares of Common Stock as is necessary,
                  in
                  accordance with the formula set forth in Section 2.2, to exercise
                  this
                  Warrant with respect to the maximum number of shares of Common
                  Stock
                  purchasable pursuant to the cashless exercise procedure set forth
                  in
                  Section 2.

              


      

       

      The
        undersigned requests that the certificates for such shares be issued in the
        name
        of, and delivered to ______________________________________________ whose
        address is
        ___________________________________________________________________________.

       

      The
        undersigned represents and warrants that all offers and sales by the undersigned
        of the securities issuable upon exercise of the within Warrant shall be made
        pursuant to registration of such securities under the Securities Act of 1933,
        as
        amended (the “Securities Act”) or pursuant to an exemption from registration
        under the Securities Act. The undersigned agrees that it shall not offer
        or sell
        any such securities in a transaction purported to be exempt from registration
        under the Securities Act unless such transaction is consummated in accordance
        with the requirements of the Securities Act.

      
        	
                 

                Dated:

              	
                 

                ___________________________

              	 
	 	 	
                (Signature
                  must conform to name of holder as specified on the face of the
                  Warrant)

              
	 	 	
                Address:

              	 
	 	 	 	 


      

       

      



      
        
          
          

        

        
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      EXHIBIT
        B

       

      FORM
        OF TRANSFEROR ENDORSEMENT

      (To
        Be
        Signed Only On Transfer Of Warrant)

       

      For
        value
        received, the undersigned hereby sells, assigns, and transfers unto the
        person(s) named below under the heading “Transferees” the right represented by
        the within Warrant to purchase the percentage and number of shares of Common
        Stock of Magnetech Integrated Services Corp. into which the within Warrant
        relates specified under the headings “Percentage Transferred” and “Number
        Transferred,” respectively, opposite the name(s) of such person(s) and appoints
        each such person Attorney to transfer its respective right on the books of
        Magnetech Integrated Services Corp. with full power of substitution in the
        premises.

      


      
        	
                Transferees

              	
                Address

              	
                Percentage

                Transferred

              	
                Number

                Transferred

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                 

                Dated:

              	
                 

                __________________________

              	 
	 	 	
                (Signature
                  must conform to name of holder as specified on the face of the
                  Warrant)

              
	 	 	
                Address:

              	 
	 	 	 	 
	 	 	
                 

                SIGNED
                  IN THE PRESENCE OF:

              
	 	 	 
	 	 	
                (Name)

              


      

       

      ACCEPTED
        AND AGREED:

      [TRANSFEREE]

       

       

      ________________________________________________

      (Name)

       

       

       

       

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