Pledge Agreement dated August 24, 2005 among Laurus Master Fund, Ltd., the
      registrant and certain subsidiaries of the registrant identified therein


    

       

      Exhibit
        10.10

       

       

      PLEDGE
        AGREEMENT

       

       

      This
        Pledge Agreement (this “Agreement”),
        dated
        as of August 24, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”),
        Magnetech Integrated Services Corp., an Indiana corporation (the “Company”),
        and
        each of the other undersigned parties (other than the Pledgee) (the Company
        and
        each such other undersigned party, a “Pledgor”
        and
        collectively, the “Pledgors”).

       

      BACKGROUND

       

      The
        Company has entered into a Security and Purchase Agreement dated as of August
        24, 2005 (as amended, modified, restated or supplemented from time to time,
        the
“Security
        Agreement”),
        pursuant to which the Pledgee provides or will provide certain financial
        accommodations to the Company and certain subsidiaries of the
        Company.

       

      In
        order
        to induce the Pledgee to provide or continue to provide the financial
        accommodations described in the Security Agreement, each Pledgor has agreed
        to
        pledge and grant a security interest in the collateral described herein to
        the
        Pledgee on the terms and conditions set forth herein.

       

      NOW,
        THEREFORE, in consideration of the premises and for other good and valuable
        consideration the receipt of which is hereby acknowledged, the parties hereto
        agree as follows:

       

      1. Defined
        Terms.
        All
        capitalized terms used herein which are not defined shall have the meanings
        given to them in the Security Agreement.

       

      2. Pledge
        and Grant of Security Interest.
        To
        secure the full and punctual payment and performance of (the following clauses
        (a) and (b), collectively, the “Obligations”)
        (a)
        the obligations under the Security Agreement and the Ancillary Agreements
        referred to in the Security Agreement (the Security Agreement and the Ancillary
        Agreements, as each may be amended, restated, modified and/or supplemented
        from
        time to time, collectively, the “Documents”)
        and
        (b) all other obligations and liabilities of each Pledgor to the Pledgee
        whether
        now existing or hereafter arising, direct or indirect, liquidated or
        unliquidated, absolute or contingent, due or not due and whether under, pursuant
        to or evidenced by a note, agreement, guaranty, instrument or otherwise (in
        each
        case, irrespective of the genuineness, validity, regularity or enforceability
        of
        such Obligations, or of any instrument evidencing any of the Obligations
        or of
        any collateral therefor or of the existence or extent of such collateral,
        and
        irrespective of the allowability, allowance or disallowance of any or all
        of
        such in any case commenced by or against any Pledgor under Title 11, United
        States Code, including, without limitation, obligations of each Pledgor for
        post-petition interest, fees, costs and charges that would have accrued or
        been
        added to the Obligations but for the commencement of such case), each Pledgor
        hereby pledges, assigns, hypothecates, transfers and grants a security interest
        to Pledgee in all of the following (the “Collateral”):

       

      (a) the
        shares of stock, partnership interests, limited liability company interests
        and
        other equity interests set forth on Schedule
        A
        annexed
        hereto and expressly made a 


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


       

      part
        hereof (together with any additional shares of stock, partnership interests,
        limited liability company interests, membership interests or other equity
        interests acquired by any Pledgor, the “Pledged Stock”), the certificates
        representing the Pledged Stock (if any) and all dividends, cash, instruments
        and
        other property or proceeds from time to time received, receivable or otherwise
        distributed in respect of or in exchange for any or all of the Pledged
        Stock;

       

      (b) all
        additional shares of stock, partnership interests, limited liability company
        interests, membership interests and other equity interests of any issuer
        (each,
        an “Issuer”) of the Pledged Stock from time to time acquired by any Pledgor in
        any manner, including, without limitation, stock dividends or a distribution
        in
        connection with any increase or reduction of capital, reclassification, merger,
        consolidation, sale of assets, combination of shares, stock split, spin-off
        or
        split-off (which shares shall be deemed to be part of the Collateral), and
        the
        certificates representing such additional shares or interests, as the case
        may
        be (if any), and all dividends, cash, instruments and other property or proceeds
        from time to time received, receivable or otherwise distributed in respect
        of or
        in exchange for any or all of such shares; and

       

      (c) all
        options and rights, whether as an addition to, in substitution of or in exchange
        for any shares of any Pledged Stock and all dividends, cash, instruments
        and
        other property or proceeds from time to time received, receivable or otherwise
        distributed in respect of or in exchange for any or all such options and
        rights.

       

      3. Delivery
        of Collateral.
        All
        certificates representing or evidencing the Pledged Stock shall be delivered
        to
        and held by or on behalf of Pledgee pursuant hereto and shall be accompanied
        by
        duly executed instruments of transfer or assignments in blank, all in form
        and
        substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer
        upon demand by the Pledgee to deliver any certificates, instruments or other
        distributions issued in connection with the Collateral directly to the Pledgee,
        in each case to be held by the Pledgee, subject to the terms hereof. Upon
        the
        occurrence and during the continuance of an Event of Default (as defined
        below),
        the Pledgee shall have the right, during such time in its discretion and
        without
        notice to the Pledgor, to transfer to or to register in the name of the Pledgee
        or any of its nominees any or all of the Pledged Stock. In addition, the
        Pledgee
        shall have the right at such time to exchange certificates or instruments
        representing or evidencing Pledged Stock for certificates or instruments
        of
        smaller or larger denominations.

       

      4. Representations
        and Warranties of each Pledgor.
        Each
        Pledgor jointly and severally represents and warrants to the Pledgee (which
        representations and warranties shall be deemed to continue to be made until
        all
        of the Obligations have been paid in full and each Document and each agreement
        and instrument entered into in connection therewith has been irrevocably
        terminated) that, except as may be disclosed in any Schedule to the Security
        Agreement:

       

      (a) the
        execution, delivery and performance by each Pledgor of this Agreement and
        the
        pledge of the Collateral hereunder do not and will not result in any violation
        of any agreement, indenture, instrument, license, judgment, decree, order,
        law,
        statute, ordinance or other governmental rule or regulation applicable to
        any
        Pledgor;


      
        
          
          

        

        
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      (b) this
        Agreement constitutes the legal, valid, and binding obligation of each Pledgor
        enforceable against each Pledgor in accordance with its terms;

       

      (c) (i)
        all
        Pledged Stock owned by each Pledgor is set forth on Schedule
        A
        hereto
        and (ii) each Pledgor is the direct and beneficial owner of each share of
        the
        Pledged Stock;

       

      (d) all
        of
        the shares of the Pledged Stock have been duly authorized, validly issued
        and
        are fully paid and nonassessable;

       

      (e) no
        consent or approval of any person, corporation, governmental body, regulatory
        authority or other entity, is or will be necessary for (i) the execution,
        delivery and performance of this Agreement, (ii) the exercise by the Pledgee
        of
        any rights with respect to the Collateral or (iii) the pledge and assignment
        of,
        and the grant of a security interest in, the Collateral hereunder;

       

      (f) there
        are
        no pending or, to the best of each Pledgor’s knowledge, threatened actions or
        proceedings before any court, judicial body, administrative agency or arbitrator
        which may materially adversely affect the Collateral;

       

      (g) each
        Pledgor has the requisite power and authority to enter into this Agreement
        and
        to pledge and assign the Collateral to the Pledgee in accordance with the
        terms
        of this Agreement;

       

      (h) each
        Pledgor owns each item of the Collateral and, except for the pledge and security
        interest granted to Pledgee hereunder, the Collateral shall be, immediately
        following the closing of the transactions contemplated by the Documents,
        free
        and clear of any other security interest, mortgage, pledge, claim, lien,
        charge,
        hypothecation, assignment, offset or encumbrance whatsoever (collectively,
        “Liens”);

       

      (i) there
        are
        no restrictions on transfer of the Pledged Stock contained in the certificate
        of
        incorporation or by-laws (or equivalent organizational documents) of the
        Issuer
        or otherwise which have not otherwise been enforceably and legally waived
        by the
        necessary parties;

       

      (j) none
        of
        the Pledged Stock has been issued or transferred in violation of the securities
        registration, securities disclosure or similar laws of any jurisdiction to
        which
        such issuance or transfer may be subject;

       

      (k) the
        pledge and assignment of the Collateral and the grant of a security interest
        under this Agreement vest in the Pledgee all rights of each Pledgor in the
        Collateral as contemplated by this Agreement; 

       

      (l) The
        Pledged Stock constitutes one hundred percent (100%) of the issued and
        outstanding shares of capital stock of each Issuer; and


      
        
          
          

        

        
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      (m) Except
        for the membership interests issued by Martell Electric, LLC to Magnetech
        Industrial Services, Inc., none of the membership interests included in the
        Pledged Stock is, and its charter documents do not require it to be,
        certificated.

       

      5. Covenants.
        Each
        Pledgor jointly and severally covenants that, until the Obligations shall
        be
        indefeasibly satisfied in full and each Document and each agreement and
        instrument entered into in connection therewith is irrevocably
        terminated:

       

      (a) No
        Pledgor will sell, assign, transfer, convey, or otherwise dispose of its
        rights
        in or to the Collateral or any interest therein; nor will any Pledgor create,
        incur or permit to exist any Lien whatsoever with respect to any of the
        Collateral or the proceeds thereof other than that created hereby. 

       

      (b) Each
        Pledgor will, at its expense, defend Pledgee’s right, title and security
        interest in and to the Collateral against the claims of any other
        party.

       

      (c) Each
        Pledgor shall at any time, and from time to time, upon the written request
        of
        Pledgee, execute and deliver such further documents and do such further acts
        and
        things as Pledgee may reasonably request in order to effectuate the purposes
        of
        this Agreement including, but without limitation, delivering to Pledgee,
        upon
        the occurrence of an Event of Default, irrevocable proxies in respect of
        the
        Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an
        Event
        of Default that has occurred and is continuing beyond any applicable grace
        period, this Agreement shall constitute Pledgor’s proxy to Pledgee or its
        nominee to vote all shares of Collateral then registered in each Pledgor’s
        name.

       

      (d) No
        Pledgor will consent to or approve the issuance of (i) any additional shares
        of
        any class of capital stock or other equity interests of the Issuer; or (ii)
        any
        securities convertible either voluntarily by the holder thereof or automatically
        upon the occurrence or nonoccurrence of any event or condition into, or any
        securities exchangeable for, any such shares, unless, in either case, such
        shares are pledged as Collateral pursuant to this Agreement.

       

      (e) If
        after
        the date hereof any limited liability company membership interests included
        in
        the Pledged Stock are certificated, then the Pledgor holding such membership
        interests shall pledge the certificated membership interests as Collateral
        pursuant to this Agreement and deliver to the Pledgee, within two (2) business
        days, the certificates evidencing such membership interests, together with
        effective endorsements. 

       

      (f) No
        Pledgor shall participate in any amendment to (x) any limited liability company
        agreement that is related to any Pledged Stock consisting of membership
        interests or (y) any certificate of formation of any Issuer that, in any
        case,
        (i) would extend any voting rights to any owner of any equity interest in
        an
        Issuer unless such equity interest is subject to the terms and provisions
        of
        this Pledge Agreement or such other pledge agreement as is reasonably acceptable
        to the Pledgee, (ii) would otherwise impair the Collateral or adversely affect
        in any material respect the rights, privileges, benefits and security interests
        provided to or intended to be provided to the Pledgee or (iii) would adversely
        affect the perfection of the security interest of Pledgee in the Collateral,
        including, without limitation, any amendment electing to treat any



      
        
          
          

        

        
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      membership
        interest as a security under Section 8-103 of the Code, or any election to
        turn
        any previously uncertificated membership interest into a certificated membership
        interest.

       

      6. Voting
        Rights and Dividends.
        In
        addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in
        case an Event of Default shall have occurred and be continuing, beyond any
        applicable cure period, the Pledgee shall (i) be entitled to vote the
        Collateral, (ii) be entitled to give consents, waivers and ratifications
        in
        respect of the Collateral (each Pledgor hereby irrevocably constituting and
        appointing the Pledgee, with full power of substitution, the proxy and
        attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled
        to
        collect and receive for its own use cash dividends paid on the Collateral.
        No
        Pledgor shall be permitted to exercise or refrain from exercising any voting
        rights or other powers if, in the reasonable judgment of the Pledgee, such
        action would have a material adverse effect on the value of the Collateral
        or
        any part thereof; and, provided,
        further,
        that
        each Pledgor shall give at least five (5) days’ written notice of the manner in
        which such Pledgor intends to exercise, or the reasons for refraining from
        exercising, any voting rights or other powers other than with respect to
        any
        election of directors and voting with respect to any incidental matters.
        Following the occurrence of an Event of Default, all dividends and all other
        distributions in respect of any of the Collateral, shall be delivered to
        the
        Pledgee to hold as Collateral and shall, if received by any Pledgor, be received
        in trust for the benefit of the Pledgee, be segregated from the other property
        or funds of any other Pledgor, and be forthwith delivered to the Pledgee
        as
        Collateral in the same form as so received (with any necessary
        endorsement).

       

      7. Event
        of Default.
        An
“Event of Default” under this Agreement shall occur upon the happening of any of
        the following events:

       

      (a) An
“Event
        of Default” under any Document or any agreement or note related to any Document
        shall have occurred and be continuing beyond any applicable cure
        period;

       

      (b) Any
        Pledgor shall default in the performance of any of its obligations under
        any
        Document, including, without limitation, this Agreement, and such default
        shall
        not be cured during the cure period applicable thereto;

       

      (c) Any
        representation or warranty of any Pledgor made herein, in any Document or
        in any
        agreement, statement or certificate given in writing pursuant hereto or thereto
        or in connection herewith or therewith shall be false or misleading in any
        material respect; 

       

      (d) Any
        portion of the Collateral is subjected to a levy of execution, attachment,
        distraint or other judicial process or any portion of the Collateral is the
        subject of a claim (other than by the Pledgee) of a Lien or other right or
        interest in or to the Collateral and such levy or claim shall not be cured,
        disputed or stayed within a period of thirty (30) days after the occurrence
        thereof; or

       

      (e) Any
        Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
        of,
        or the taking of possession by, a receiver, custodian, trustee, liquidator
        or
        other fiduciary of itself or of all or a substantial part of its property,
        (ii)
        make a general assignment for 


      
        
          
          

        

        
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      the
        benefit of creditors, (iii) commence a voluntary case under any state or
        federal
        bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt
        or insolvent, (v) file a petition seeking to take advantage of any other
        law
        providing for the relief of debtors, (vi) acquiesce to, or fail to have
        dismissed, within thirty (30) days, any petition filed against it in any
        involuntary case under such bankruptcy laws, or (vii) take any action for
        the
        purpose of effecting any of the foregoing.

       

      8. Remedies.
        In case
        an Event of Default shall have occurred and is continuing, the Pledgee may:
        

       

      (a) Transfer
        any or all of the Collateral into its name, or into the name of its nominee
        or
        nominees;

       

      (b) Exercise
        all corporate rights with respect to the Collateral including, without
        limitation, all rights of conversion, exchange, subscription or any other
        rights, privileges or options pertaining to any shares of the Collateral
        as if
        it were the absolute owner thereof, including, but without limitation, the
        right
        to exchange, at its discretion, any or all of the Collateral upon the merger,
        consolidation, reorganization, recapitalization or other readjustment of
        the
        Issuer thereof, or upon the exercise by the Issuer of any right, privilege
        or
        option pertaining to any of the Collateral, and, in connection therewith,
        to
        deposit and deliver any and all of the Collateral with any committee,
        depository, transfer agent, registrar or other designated agent upon such
        terms
        and conditions as it may determine, all without liability except to account
        for
        property actually received by it; and

       

      (c) Subject
        to any requirement of applicable law, sell, assign and deliver the whole
        or,
        from time to time, any part of the Collateral at the time held by the Pledgee,
        at any private sale or at public auction, with or without demand, advertisement
        or notice of the time or place of sale or adjournment thereof or otherwise
        (all
        of which are hereby waived, except such notice as is required by applicable
        law
        and cannot be waived), for cash or credit or for other property for immediate
        or
        future delivery, and for such price or prices and on such terms as the Pledgee
        in its sole discretion may determine, or as may be required by applicable
        law.

       

      Each
        Pledgor hereby waives and releases any and all right or equity of redemption,
        whether before or after sale hereunder. At any such sale, unless prohibited
        by
        applicable law, the Pledgee may bid for and purchase the whole or any part
        of
        the Collateral so sold free from any such right or equity of redemption.
        All
        moneys received by the Pledgee hereunder, whether upon sale of the Collateral
        or
        any part thereof or otherwise, shall be held by the Pledgee and applied by
        it as
        provided in Section 10 hereof. No failure or delay on the part of the Pledgee
        in
        exercising any rights hereunder shall operate as a waiver of any such rights
        nor
        shall any single or partial exercise of any such rights preclude any other
        or
        future exercise thereof or the exercise of any other rights hereunder. The
        Pledgee shall have no duty as to the collection or protection of the Collateral
        or any income thereon nor any duty as to preservation of any rights pertaining
        thereto, except to apply the funds in accordance with the requirements of
        Section 10 hereof. The Pledgee may exercise its rights with respect to property
        held hereunder without resort to other security for or sources of reimbursement
        for the Obligations. In addition to the foregoing, Pledgee shall have all
        of the
        rights, remedies and privileges of a secured party 


      
        
          
          

        

        
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      under
        the
        Uniform Commercial Code of New York (the “UCC”) regardless of the jurisdiction
        in which enforcement hereof is sought.

       

      9. Private
        Sale.
        Each
        Pledgor recognizes that the Pledgee may be unable to effect (or to do so
        only
        after delay which would adversely affect the value that might be realized
        from
        the Collateral) a public sale of all or part of the Collateral by reason
        of
        certain prohibitions contained in the Securities Act, and may be compelled
        to
        resort to one or more private sales to a restricted group of purchasers who
        will
        be obliged to agree, among other things, to acquire such Collateral for their
        own account, for investment and not with a view to the distribution or resale
        thereof. Each Pledgor agrees that any such private sale may be at prices
        and on
        terms less favorable to the seller than if sold at public sales and that
        such
        private sales shall be deemed to have been made in a commercially reasonable
        manner. Each Pledgor agrees that the Pledgee has no obligation to delay sale
        of
        any Collateral for the period of time necessary to permit the Issuer to register
        the Collateral for public sale under the Securities Act.

       

      10. Proceeds
        of Sale.
        The
        proceeds of any collection, recovery, receipt, appropriation, realization
        or
        sale of the Collateral shall be applied by the Pledgee as follows:

       

      (a) First,
        to
        the payment of all costs, reasonable expenses and charges of the Pledgee
        and to
        the reimbursement of the Pledgee for the prior payment of such costs, reasonable
        expenses and charges incurred in connection with the care and safekeeping
        of the
        Collateral (including, without limitation, the reasonable expenses of any
        sale
        or any other disposition of any of the Collateral), attorneys’ fees and
        reasonable expenses, court costs, any other fees or expenses incurred or
        expenditures or advances made by Pledgee in the protection, enforcement or
        exercise of its rights, powers or remedies hereunder;

       

      (b) Second,
        to the payment of the Obligations, in whole or in part, in such order as
        the
        Pledgee may elect, whether or not such Obligations are then due;

       

      (c) Third,
        to
        such persons, firms, corporations or other entities as required by applicable
        law including, without limitation, Section 9-615(a)(3) of the UCC;
        and

       

      (d) Fourth,
        to the extent of any surplus to the Pledgors or as a court of competent
        jurisdiction may direct.

       

      In
        the
        event that the proceeds of any collection, recovery, receipt, appropriation,
        realization or sale are insufficient to satisfy the Obligations, each Pledgor
        shall be jointly and severally liable for the deficiency plus the costs and
        fees
        of any attorneys employed by Pledgee to collect such deficiency.

       

      11. Waiver
        of Marshaling.
        Each
        Pledgor hereby waives any right to compel any marshaling of any of the
        Collateral.

       

      12. No
        Waiver.
        Any and
        all of the Pledgee’s rights with respect to the Liens granted under this
        Agreement shall continue unimpaired, and Pledgor shall be and remain obligated
        in accordance with the terms hereof, notwithstanding (a) the bankruptcy,
        insolvency or reorganization of any Pledgor, (b) the release or substitution
        of
        any item of the Collateral at any 


      
        
          
          

        

        
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      time,
        or
        of any rights or interests therein, or (c) any delay, extension of time,
        renewal, compromise or other indulgence granted by the Pledgee in reference
        to
        any of the Obligations. Each Pledgor hereby waives all notice of any such
        delay,
        extension, release, substitution, renewal, compromise or other indulgence,
        and
        hereby consents to be bound hereby as fully and effectively as if such Pledgor
        had expressly agreed thereto in advance. No delay or extension of time by
        the
        Pledgee in exercising any power of sale, option or other right or remedy
        hereunder, and no failure by the Pledgee to give notice or make demand, shall
        constitute a waiver thereof, or limit, impair or prejudice the Pledgee’s right
        to take any action against any Pledgor or to exercise any other power of
        sale,
        option or any other right or remedy.

       

      13. Expenses.
        The
        Collateral shall secure, and each Pledgor shall pay to Pledgee on demand,
        from
        time to time, all reasonable costs and expenses, (including but not limited
        to,
        reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing
        and other charges) of, or incidental to, the custody, care, transfer,
        administration of the Collateral or any other collateral, or in any way relating
        to the enforcement, protection or preservation of the rights or remedies
        of the
        Pledgee under this Agreement or with respect to any of the
        Obligations.

       

      14. The
        Pledgee Appointed Attorney-In-Fact and Performance by the
        Pledgee.
        Upon
        the occurrence of an Event of Default, each Pledgor hereby irrevocably
        constitutes and appoints the Pledgee as such Pledgor’s true and lawful
        attorney-in-fact, with full power of substitution, to execute, acknowledge
        and
        deliver any instruments and to do in such Pledgor’s name, place and stead, all
        such acts, things and deeds for and on behalf of and in the name of such
        Pledgor, which such Pledgor could or might do or which the Pledgee may deem
        necessary, desirable or convenient to accomplish the purposes of this Agreement,
        including, without limitation, to execute such instruments of assignment
        or
        transfer or orders and to register, convey or otherwise transfer title to
        the
        Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms
        all that said attorney-in-fact may so do and hereby declares this power of
        attorney to be coupled with an interest and irrevocable. If any Pledgor fails
        to
        perform any agreement herein contained, the Pledgee may itself perform or
        cause
        performance thereof, and any costs and expenses of the Pledgee incurred in
        connection therewith shall be paid by the Pledgors as provided in Section
        10
        hereof.

       

      15. Waivers.
        THE
        PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
        SUCH
        APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
        OF
        THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS
        TO
        TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
        WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN PLEDGEE, AND/OR ANY
        PLEDGOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
        RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT,
        ANY
        OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 

       

      16. Recapture.
        Notwithstanding anything to the contrary in this Agreement, if the Pledgee
        receives any payment or payments on account of the Obligations, which payment
        or
        payments or any part thereof are subsequently invalidated, declared to be
        fraudulent or preferential, set aside and/or required to be repaid to a trustee,
        receiver, or any other party under 


      
        
          
          

        

        
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      the
        United States Bankruptcy Code, as amended, or any other federal or state
        bankruptcy, reorganization, moratorium or insolvency law relating to or
        affecting the enforcement of creditors’ rights generally, common law or
        equitable doctrine, then to the extent of any sum not finally retained by
        the
        Pledgee, each Pledgor’s obligations to the Pledgee shall be reinstated and this
        Agreement shall remain in full force and effect (or be reinstated) until
        payment
        shall have been made to Pledgee, which payment shall be due on
        demand.

       

      17. Captions.
        All
        captions in this Agreement are included herein for convenience of reference
        only
        and shall not constitute part of this Agreement for any other
        purpose.

       

      18. Miscellaneous.

       

      (a) This
        Agreement constitutes the entire and final agreement among the parties with
        respect to the subject matter hereof and may not be changed, terminated or
        otherwise varied except by a writing duly executed by the parties
        hereto.

       

      (b) No
        waiver
        of any term or condition of this Agreement, whether by delay, omission or
        otherwise, shall be effective unless in writing and signed by the party sought
        to be charged, and then such waiver shall be effective only in the specific
        instance and for the purpose for which given.

       

      (c) In
        the
        event that any provision of this Agreement or the application thereof to
        any
        Pledgor or any circumstance in any jurisdiction governing this Agreement
        shall,
        to any extent, be invalid or unenforceable under any applicable statute,
        regulation, or rule of law, such provision shall be deemed inoperative to
        the
        extent that it may conflict therewith and shall be deemed modified to conform
        to
        such statute, regulation or rule of law, and the remainder of this Agreement
        and
        the application of any such invalid or unenforceable provision to parties,
        jurisdictions, or circumstances other than to whom or to which it is held
        invalid or unenforceable shall not be affected thereby, nor shall same affect
        the validity or enforceability of any other provision of this
        Agreement.

       

      (d) This
        Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and
        assigns, and shall inure to the benefit of the Pledgee and its successors
        and
        assigns.

       

      (e) Any
        notice or other communication required or permitted pursuant to this Agreement
        shall be given in accordance with the Security Agreement. 

       

      (f) THIS
        AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
        ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
        TO
        CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES
        OF
        CONFLICTS OF LAW.

       

      (g) EACH
        PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
        IN
        THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
        TO
        HEAR AND DETERMINE 


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


       

      ANY
        CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE,
        ON THE
        OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR
        TO ANY
        MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER
        DOCUMENTS, PROVIDED,
        THAT
        EACH PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO
        BE
        HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW
        YORK;
        AND FURTHER PROVIDED,
        THAT
        NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE
        FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
        TO
        COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
        FOR
        THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR
        OF THE
        PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
        JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
        PLEDGOR
        HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
        JURISDICTION, IMPROPER VENUE OR FORUM
        NON CONVENIENS.
        EACH
        PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
        PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
        SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
        MAIL
        ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE SECURITY
        AGREEMENT
        AND THAT
        SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH PLEDGOR’S
        ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS,
        PROPER
        POSTAGE PREPAID.

       

      (h) It
        is
        understood and agreed that any person or entity that desires to become a
        Pledgor
        hereunder, or is required to execute a counterpart of this Agreement after
        the
        date hereof pursuant to the requirements of any Document, shall become a
        Pledgor
        hereunder by (x) executing a Joinder Agreement in form and substance
        satisfactory to the Pledgee, (y) delivering supplements to such exhibits
        and annexes to such Documents as the Pledgee shall reasonably request and/or
        set
        forth in such joinder agreement and (z) taking all actions as specified in
        this
        Agreement as would have been taken by such Pledgor had it been an original
        party
        to this Agreement, in each case with all documents required above to be
        delivered to the Pledgee and with all documents and actions required above
        to be
        taken to the reasonable satisfaction of the Pledgee.

       

      (i) This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original and all of which when taken together shall constitute
        one and
        the same agreement. Any signature delivered by a party by facsimile transmission
        shall be deemed an original signature hereto.

       

      [Remainder
        of Page Intentionally Left Blank]


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have duly executed this Agreement as of the
        day and
        year first written above.

       

      

         

        


        
          	 	
                  MAGNETECH
                    INTEGRATED SERVICES CORP.

                
	 	 
	 	
                  By:

                	 /s/
                  John A. Martell
	 	
                  Name:

                	 John
                  A. Martell
	 	
                  Title:

                	 President
&
                  CEO


        

         

        


        
          	 	
                  MAGNETECH
                    INDUSTRIAL SERVICES, INC.

                
	 	 
	 	
                  By:

                	 /s/
                  John A. Martell
	 	
                  Name:

                	 John
                  A. Martell
	 	
                  Title:

                	 President


        

         

        




      
        	 	
                MARTELL
                  ELECTRIC, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President


      

       

      


      
        	 	
                HK
                  ENGINE COMPONENTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

       

      


      
        	 	
                HK
                  MACHINED PARTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

      



      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      


      
        	 	
                HK
                  WESTON PRODUCTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

       

      


      
        	 	
                HK
                  CAST PRODUCTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

       

      


      
        	 	
                LAURUS
                  MASTER FUND, LTD.

              
	 	 
	 	
                By:

              	 /s/
                David Grin
	 	
                Name:

              	 David
                Grin
	 	
                Title:

              	 Director


      

      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A to Pledge Agreement

       

      Pledged
        Stock

       

      
        	
                Pledgor

              	
                Issuer

              	
                Class
                  of Stock

              	
                Stock
                  Certificate Number

              	
                Par
                  Value

              	
                Number
                  of 

                Shares

              
	
                 

                Magnetech
                  Integrated Services Corp.

              	
                 

                Magnetech
                  Industrial Services, Inc.

              	
                 

                Common
                  Stock

              	
                 

                2

              	
                 

                no
                  par value

              	
                 

                1,000

              
	
                 

                Magnetech
                  Industrial Services, Inc.

              	
                 

                Martell
                  Electric, LLC

              	
                 

                Membership
                  Interest

              	
                 

                1

              	
                 

                N/A

              	
                 

                100%

              
	
                 

                Magnetech
                  Integrated Services Corp.

              	
                 

                HK
                  Engine Components, LLC

              	
                 

                Membership
                  Interest

              	
                 

                N/A

              	
                 

                N/A

              	
                 

                100%

              
	
                 

                HK
                  Engine Components, LLC Ltd.

              	
                 

                HK
                  Machined Parts, LLC

              	
                 

                Membership
                  Interest

              	
                 

                N/A

              	
                 

                N/A

              	
                 

                100%

              
	
                 

                HK
                  Engine Components, LLC Ltd.

              	
                 

                HK
                  Weston Properties, LLC

              	
                 

                Membership
                  Interest

              	
                 

                N/A

              	
                 

                N/A

              	
                 

                100%

              
	
                 

                HK
                  Engine Components, LLC Ltd.

              	
                 

                HK
                  Cast Products, LLC

              	
                 

                Membership
                  Interest

              	
                 

                N/A

              	
                 

                N/A

              	
                 

                100%