2005 Restricted Stock Purchase Plan of the registrant


    


    Exhibit
      10.20

     

    


     

    MAGNETECH
      INTEGRATED SERVICES CORP.

    2005
      RESTRICTED STOCK PURCHASE PLAN

     

     

    1. Purpose.
      Magnetech Integrated Services Corp. (the “Corporation”) establishes this 2005
      Restricted Stock Purchase Plan (the “Plan”) effective as of September 1, 2005 to
      promote the interests of the Corporation and/or any of its subsidiaries
      (collectively, “Magnetech”), attract and retain key employees of Magnetech
      through long-term compensation incentives and instill in key employees a
      personal financial interest in causing the equity of Magnetech to grow
      throughout their careers.

     

    2. Administration
      of the Plan.
      The
      Plan shall be administered by the Board of Directors of the Corporation (the
      “Board”) or by a committee of directors appointed by the Board to administer the
      Plan (the “Committee”). As used herein, the term “Committee” shall refer to the
      Board if no committee for the administration of the Plan exists or is then
      designated. The Committee shall interpret, implement and administer the Plan;
      and to the extent and in the manner contemplated herein, it shall exercise
      the
      discretion granted to it as to the determination of who shall participate in
      the
      Plan, how many shares shall be issued to each participant, the price at which
      shares shall be sold to the participants, and the terms and conditions of any
      such issuance of shares. Any action taken by the Committee with respect to
      the
      implementation, interpretation or administration of the Plan shall be final,
      conclusive and binding.

     

    3. Stock
      Subject to Plan.
      There
      is hereby established a Restricted Stock Purchase Plan reserve to which shall
      be
      allocated one million (1,000,000) shares of the common stock of the Corporation.
      In the event that the shares of the common stock of the Corporation should,
      as a
      result of a stock split or stock dividend or combination of shares or any other
      change, or exchange for other securities, by reclassification, reorganization,
      redesignation, merger, consolidation, recapitalization or otherwise, be
      increased or decreased or changed into or exchanged for a different number
      or
      kind of shares of stock or other securities of the Corporation or another
      corporation, the number of shares then remaining in the reserve shall be
      adjusted to reflect such action. If any such adjustment shall result in a
      fractional share, such fraction shall be disregarded. Upon the issuance of
      shares pursuant to this Plan, the reserve shall be reduced by the number of
      shares so issued, and upon the repurchase of any shares by the Corporation
      in
      connection with the restrictions imposed on such shares pursuant to this Plan,
      the reserve shall be increased by the number of such shares, and such reacquired
      shares may again be the subject of issuance hereunder.

     

    4. Eligibility.
      From
      time to time, the Committee shall designate key employees of Magnetech
      (including but not limited to officers and directors of the Corporation) for
      participation in this Plan and the number of shares of stock of the Corporation
      to be issued to each key employee. In selecting key employees for participation
      in this Plan and in determining the number of shares to be offered, the
      Committee shall consider the position and responsibility of such persons, the
      value of their services to Magnetech and any other factors the Committee deems
      appropriate.

     

    


    
      
        
        

      

      
        
          

        

      

      
        
        

      

    

    


    5. Right
      to Purchase Shares.

     

    (a) After
      the
      Committee determines that it will offer a key employee shares under this Plan,
      it shall notify the offeree in writing of the terms of the offer. Such notice
      shall be in a form substantially similar to the letter attached hereto as
      Exhibit A. The person receiving the offer shall have thirty (30) days from
      the
      date of the offer to accept such offer. Such acceptance shall be in a form
      substantially similar to the letter agreement attached hereto as Exhibit
      B.

     

    (b) An
      offer
      under this Plan shall not be assignable or transferable by the offeree, and
      shall be exercisable, during the lifetime of the offeree, only by him or her.
      Subject to the express provisions of the Plan, the Committee shall have the
      power to make an offer subject to any terms and conditions it may establish.
      Offers made to different persons or to the same person at different times may
      be
      subject to terms, conditions and restrictions which differ from each
      other.

     

    (c) If
      at any
      time it is deemed advisable by the Committee, any offer made under this Plan
      may
      be embodied in a Stock Purchase Agreement containing such terms and conditions,
      not inconsistent with this Plan, as shall, in the opinion of the Committee,
      appear necessary or desirable to protect the Corporation. The embodiment of
      the
      offer in a Stock Purchase Agreement may be made in addition to or in lieu of
      the
      method of offer and acceptance provided for in this Plan as evidenced by
      Exhibits A and B.

     

    (d) Notwithstanding
      anything to the contrary contained herein, any offer to an offeree shall
      terminate on the earlier of the following dates: (a) thirty (30) days after
      the
      date of the offer; or (b) contemporaneously with the termination of employment
      of the offeree with Magnetech, by death or otherwise.

     

    6. Purchase
      Price.
      The
      Committee shall, in its sole discretion, determine the purchase price of the
      shares of stock being offered to an offeree under this Plan (the “Purchase
      Price”) and shall set forth the Purchase Price in the offer to the offeree. The
      offeree must pay the Purchase Price for the shares in full, in cash or by
      certified check, at the principal office of the Corporation prior to the
      expiration of the offer, or the offer shall lapse. The date upon which the
      Purchase Price is paid and the offer is accepted is sometimes hereinafter
      referred to as the “Acceptance Date”. It is anticipated that the Purchase Price
      in some circumstances may be zero. In such an event, the date upon which the
      offer is accepted will be considered the “Acceptance Date”.

     

    7. Restrictions.
      By
      accepting the shares being offered to him or her, an offeree (hereinafter,
      the
“Participant”) agrees and consents to the following:

     

    (a) Limited
      Transferability.
      The
      shares shall not be sold, assigned, conveyed, transferred, encumbered, pledged,
      hypothecated or otherwise voluntarily or involuntarily disposed of (hereinafter
      referred to as a “transfer”) by the holder thereof except in accordance with
      this Plan. Such transfers are generally restricted to the times and conditions
      specified in this Paragraph 7; thus, for example, a Participant may not transfer
      shares issued under this Plan while still employed by Magnetech except in the
      event of the sale or liquidation of the Corporation as provided in Paragraph
      7(d) and (e) hereof.

     

    


    
      
        
        

      

      
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    (b) Forfeiture
      During Restriction Period.
      If,
      during the three (3) year period after the Acceptance Date (the “Restriction
      Period”), the Participant terminates employment with Magnetech for any reason
      other than death, Disability (as defined below), retirement at or after age
      sixty-five (65) or, at or after age fifty-five (55) with the prior written
      consent of the Committee (“Retirement”), or as a result of termination of
      employment by the Participant for “Good Reason” as defined below, the
      Participant or the Participant’s successors in interest shall sell to
      Corporation, and Corporation shall purchase from Participant, all of the shares
      purchased by, or awarded to, the Participant under this Plan at the Purchase
      Price (as determined in accordance with Paragraph 6 of this Plan). If the
      Purchase Price is zero, the Corporation shall not be required to make payment
      to
      the Participant for the shares.

     

    Within
      thirty (30) days of the Participant’s termination of employment during the
      Restriction Period for any reason other than death, Disability, Retirement
      or as
      a result of termination by the Participant for Good Reason, the Corporation,
      by
      notice to the Participant, shall specify a date not less than five (5) and
      not
      more than ten (10) days from the date of such notice to consummate the purchase
      and sale of such shares at the principal office of the Corporation (the
“Forfeiture Closing Date”). At the Forfeiture Closing, the Participant shall
      deliver to the Corporation certificates representing the shares purchased under
      this Plan which are to be forfeited pursuant to the terms of this Plan, duly
      endorsed in a form sufficient to vest title in the Corporation and free from
      all
      liens and encumbrances. Upon receipt of the certificates, the Corporation shall
      pay the Purchase Price as follows:

     

    (i) Any
      portion of the Purchase Price which has not been paid by the Participant shall
      be forgiven and canceled; and

     

    (ii) Any
      portion of the Purchase Price for such shares which has been paid by the
      Participant shall be paid in cash in full at the Forfeiture
      Closing.

     

    If
      the
      Participant fails to deliver the certificates to the Corporation at the
      Forfeiture Closing, Corporation may deposit the Purchase Price with the
      Secretary or Treasurer of the Corporation.
      Thereafter, the shares shall be deemed to have been transferred to the
      Corporation, and the Participant, despite the failure to deliver the shares,
      shall have no further rights as a shareholder of the Corporation with respect
      to
      such shares. In such event, the Secretary or Treasurer of the Corporation shall
      continue to hold the Purchase Price and shall make payment of the Purchase
      Price
      to the Participant, without interest, upon delivery of the certificates to
      the
      Corporation.

     

    For
      purposes of this Plan, the term “Disability” shall mean a mental or physical
      condition which, in the opinion of a licensed physician selected by the
      Committee, prevents the Participant from engaging in the principal duties of
      his
      or her employment with Magnetech and is either: (a) a permanent disability
      that
      is likely to result in the death of the Participant, or (b) a disability that
      has continued for at least 6 months and which is likely to continue for a
      lengthy or indefinite period.

     

    For
      purposes of this Plan, “Good Reason” means termination of employment by a
      Participant due to one of the following: (a) the failure of Magnetech to pay
      any
      amount 

     

    


    
      
        
        

      

      
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    due
      to
      Participant as an employee, which failure persists for fifteen (15) days after
      written notice of such failure has been received by Magnetech; (b) any material
      reduction in Participant’s title or a material reduction in Participant’s duties
      or responsibilities (unless such reduction is for Cause); (c) any material
      adverse change in Participant’s base salary (unless such reduction is for Cause)
      and/or any material adverse change in Participant’s benefits (other than changes
      that affect other management employees of Magnetech to the same or comparable
      extent); (d) any relocation of the premises at which Participant works to a
      location more than 25 miles from such location, without Participant’s consent;
      or (e) Magnetech’s material breach of any written employment agreement between
      Participant and Magnetech, which breach has not been cured within 15 days of
      written notice from Participant specifying in reasonable detail the nature
      of
      such breach.

     

     

    (c) Transfers
      Not Subject to Forfeiture.
      If a
      Participant terminates employment with Magnetech after the expiration of the
      Restriction Period and/or as a result of death, Disability, Retirement, or
      termination for Good Reason, the Participant or the Participant’s successors
      shall be obligated to sell, and Corporation shall be obligated to purchase,
      all
      of the shares purchased by, or awarded to, the Participant under this Plan,
      in
      accordance with this Paragraph 7(c). The purchase price for the shares shall
      be
      equal to the fair market value of such shares (the “Market Price”). For purposes
      of this Agreement, unless otherwise agreed by the Participant and the Committee,
      the Market Price as of a particular date (the “Determination Date”) shall mean:


    


    (i) If
      the
      common stock of the Corporation 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;

     

    (ii) If
      the
      common stock of the Corporation is not traded on the American Stock Exchange
      or
      another national exchange or on the Nasdaq but is quoted on the NASD Over The
      Counter Bulletin Board, then the average of the closing bid and asked prices
      reported for the five (5) trading days immediately preceding the Determination
      Date; or

     

    (iii) If
      the
      common stock of the Corporation is not publicly traded, the price as determined
      by the independent public accounting firm (the “Accountants”) employed by the
      Corporation at such time with such discounts and adjustments as the Accountants
      deem appropriate; the determination of the Market Price by the Accountants
      shall
      be final and binding for all purposes.

     

    The
      closing of the transaction (the “Post-Termination Closing”) shall take place at
      the principal office of the Corporation within thirty (30) days following the
      date of termination of the Participant’s employment with Corporation. At the
      Post-Termination Closing, the Participant shall deliver the shares to
      Corporation, duly endorsed in a form sufficient to vest title in Corporation
      and
      free and clear of all liens and encumbrances. 

     

    The
      Market Price may be paid in cash in full at the Closing, or, at the option
      of
      the Corporation, in three (3) equal annual installments, with the first
      installment due on 

     

    


    
      
        
        

      

      
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    the
      first
      anniversary of the Participant’s termination of employment with Magnetech. The
      unpaid balance of the Market Price shall bear interest at the rate necessary
      to
      avoid imputation of interest under applicable provisions of the Internal Revenue
      Code of 1986, as amended. In the event of default by the Corporation, the entire
      unpaid principal balance plus interest owed shall immediately become due and
      payable at the Participant’s option. Corporation may prepay the balance of the
      unpaid Market Price at any time, and in any amount without penalty, although
      interest due to the date of payment must be paid.

     

    If
      the
      Participant fails to deliver the certificates to the Corporation at the
      Post-Termination Closing, Corporation may deposit the Market Price with the
      Secretary or Treasurer of the Corporation. Thereafter, the shares shall be
      deemed to have been transferred to the Corporation, and the Participant, despite
      the failure to deliver the certificates, shall have no further rights as a
      shareholder of the Corporation with respect to such shares. In such event,
      the
      Secretary or Treasurer of the Corporation shall continue to hold the Market
      Price and shall make payment of the Market Price to the Participant, without
      interest, upon delivery of the certificates to the Corporation.

     

    (d) Sale
      of Corporation.
      If the
      holders of a majority of the shares of the voting common stock of the
      Corporation (the “Majority Shareholders”) vote in favor of the sale of all of
      the stock of Corporation (either by a direct sale of stock or through a merger,
      share exchange or other business combination) or have approved a proposal to
      sell substantially all of the assets of the Corporation, then each Participant
      under this Plan shall agree and hereby agrees to such sale on such terms as
      approved by the Majority Shareholders. This provision constitutes a proxy
      granted to the Majority Shareholders to vote each Participant’s shares in such
      manner as to effectuate the terms of the preceding sentence, and this proxy
      shall be irrevocable and coupled with an interest during the term of this Plan.
      In the event of a sale of any shares or substantially all of the assets of
      the
      Corporation in accordance with this paragraph, the provisions of this Plan
      restricting the Transfer of shares (if otherwise applicable) shall not apply.
      If
      the proposal for such sale is not consummated in accordance with the terms
      of
      such proposal for any reason, however, the restrictions hereby removed shall
      be
      reinstated immediately, without further action by the shareholders or the
      Committee.

     

    (e) Liquidation
      of Corporation.
      Notwithstanding anything to the contrary contained in this Plan, if the
      Corporation has adopted a plan of liquidation and the Majority Shareholders
      vote
      in favor of such plan, then each Participant under this Plan shall agree and
      hereby agrees to such liquidation on such terms as approved by the Majority
      Shareholders. This provision constitutes a proxy granted to the Majority
      Shareholders to vote each Participant’s shares in such manner as to effectuate
      the terms of the preceding sentence, and this proxy shall be irrevocable and
      coupled with an interest during the term of this Plan. In the event of the
      liquidation of the Corporation in accordance with this paragraph, the provisions
      of this Plan restricting the Transfer of shares (if otherwise applicable) shall
      not apply. If the plan of liquidation is not consummated in accordance with
      the
      terms approved by the Majority Shareholders for any reason, the restrictions
      hereby removed shall be reinstated immediately, without further action by the
      shareholders or the Committee.

     

    


    
      
        
        

      

      
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    (f) Certain
      Transfers Null and Void.
      Any
      transfer or purported transfer made by a Participant hereunder, except at the
      times and in the manner herein specified, shall be null and void, and the
      Corporation shall not recognize or give affect to such transfer on its books
      and
      records or recognize the person or persons to whom such purported transfer
      has
      been made as the legal or beneficial holder of such shares.

     

    (g) Legend.
      Certificates representing shares which are subject to the provisions of this
      Plan shall bear the following legend, in addition to such other legends, as
      counsel for the Corporation may deem appropriate:

     

    RESTRICTED
      SHARES

     

    The
      shares represented by this certificate are subject to the requirement that
      they
      be resold to the Corporation at its designated purchase price on the occurrence
      of certain events or on the termination of the employment of the Shareholder
      under the terms of the Magnetech Integrated Services Corp. 2005 Restricted
      Stock
      Purchase Plan, a copy of which is on file at the principal office of the
      Corporation.

     

    (h) Other
      Restrictions.
      The
      Committee may impose such other restrictions on any shares issued pursuant
      to
      this Plan as it may deem advisable, including without limitation, restrictions
      under the Securities Act of 1933, as amended, under the requirements of any
      stock exchange upon which such shares or shares of the same class are then
      listed, and under any blue-sky or securities laws applicable to such
      shares.

     

    8. Federal
      Income Tax Withholding.
      Magnetech shall deduct and withhold all appropriate taxes required by law to
      be
      withheld upon amounts includable as compensation to the Participant as a result
      of the Participant’s receipt of stock under the Plan or the Participant’s
      election under Section 83(b) of the Internal Revenue Code or for any other
      reason where such withholding is required.

     

    9. Miscellaneous
      Provisions.

     

    (a) Expenses.
      All
      expenses and costs in connection with the administration of the Plan shall
      be
      borne by the Corporation.

     

    (b) No
      Prior Right to Offer.
      Nothing
      in the Plan shall be deemed to give any employee of Magnetech or his legal
      representatives or assigns or any other person or entity claiming under or
      through him, any contractual or other right to participate in the benefits
      of
      the Plan unless and until an employee is given a written offer to purchase
      shares and has accepted such offer in writing as set forth in paragraph 5
      hereof.

     

    (c) Indemnification
      of the Committee.
      In
      addition to such other rights of indemnification as they may have, the members
      of the Committee shall be indemnified by the Corporation against all costs
      and
      expenses reasonably incurred by them or any of them in connection with any
      action, suit or proceeding to which they or any of them may be a party by reason
      of any action taken or failure to act under or in connection with the Plan
      or
      any award granted pursuant thereto and against all amounts paid by them in
      

     

    


    
      
        
        

      

      
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    settlement
      thereof (provided such settlement is approved by legal counsel selected by
      the
      Corporation), or paid by them in satisfaction of a judgment in any such action,
      suit or proceeding; provided that upon institution of any action, suit or
      proceeding, the person desiring indemnification shall give the Corporation
      an
      opportunity, at its own expense, to handle and defend the same.

     

    (d) Liability
      of Corporation.
      The
      liability of the Corporation under this Plan or for any issuance of shares
      made
      hereunder is limited to the obligations set forth herein, and nothing herein
      contained shall be construed to impose any liability on the Corporation in
      favor
      of the Participant with respect to any loss, cost or expense which the
      Participant may incur in connection with or arising out of any transaction
      in
      connection with this Plan.

     

    (e) No
      Agreement to Employ.
      Nothing
      in the Plan shall be construed to constitute or be evidence of an agreement
      or
      understanding expressed or implied on the part of Magnetech to employ or retain
      the Participant as an employee or as a Participant in this Plan for any
      specified period of time.

     

    10. Notices.
      Any
      notice or other communication required or permitted to be made or given
      hereunder shall be sufficiently made or given if hand delivered or if sent
      by
      registered or certified United States mail. If such notice or communication
      is
      addressed to an offeree or Participant, it shall be addressed to said offeree
      or
      Participant at the address set forth in the records of the Corporation; and,
      if
      such notice or communication is addressed to the Corporation, it shall be
      addressed to it at its principal office. Such notice or communication shall
      be
      deemed to have been given at the time of hand delivery or, if mailed, when
      deposited in the United States mail.

     

    11. Amendment
      and Termination of the Plan.
      The
      Board of Directors of the Corporation may at any time terminate or extend the
      Plan, or make such modification of the Plan or of the exhibits attached to
      this
      Plan as it shall deem advisable. No termination or amendment of the Plan shall,
      without the consent of any person affected, modify or in any way affect any
      right or obligation created prior to such termination or amendment.

     

    Adopted
      Effective September
      30,
      2005

     

    
      	 	
              MAGNETECH
                INTEGRATED SERVICES CORP.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:
                

            	 /s/
              John A. Martell
	 	 	 John A. Martell
	 	 	 President &
              CEO


    

    


    Attachments:

     

    EXHIBIT
      A
      - Offer of Shares

    EXHIBIT
      B
      - Acceptance of Offer and Agreement

    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    OFFER
      OF
      SHARES PURSUANT TO

    MAGNETECH
      INTEGRATED SERVICES CORP.

    2005
      RESTRICTED STOCK PURCHASE PLAN

    


    


    TO:
      ______________________, Offeree

    


    


    Please
      be
      advised that the Committee appointed by the Board of Directors of Magnetech
      Integrated Services Corp. (the “Corporation”) pursuant to its 2005 Restricted
      Stock Purchase Plan (the “Plan”) has on the date hereof allocated to you an
      aggregate of ______ shares of the Corporation’s no par value common stock under
      and pursuant to the Plan. In order for these shares to be issued, you are
      required to make a payment of ________________________ Dollars and to deliver
      to
      the President of the Corporation an agreement, in duplicate, in the form
      enclosed within thirty (30) days from the date of this offer. This offer is
      made
      subject to all of the terms and conditions of the Plan, a copy of which is
      also
      enclosed. This offer is not assignable or transferable, and this offer
      terminates on the earlier of the following dates:

    


    (a) thirty
      (30) days after the date hereof;

    


    
      	 	
              (b)

            	
              contemporaneously
                with the termination of your employment with the Corporation by death
                or
                otherwise.

            


    

    


    


    
      	
              Dated:

            	 	 	 


    

    
 

    
      
        
        

      

      
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      Exhibit
        1 to Exhibit A

      
         

         

         

        Awards
          Under 2005 Restricted Stock Purchase Plan

         

        
          	
                   

                  Date

                   

                	
                   

                  Offeree

                   

                	
                   

                  Number
                    of Shares

                   

                	
                   

                  Aggregate

                  Purchase
                    Price

                   

                
	
                   

                  September
                    30, 2005

                   

                	
                   

                  Richard
                    J. Mullin

                   

                	
                   

                  50,000

                   

                	
                   

                  $50.00

                   

                
	
                   

                  September
                    30, 2005

                   

                	
                   

                  James
                    M. Lewis

                   

                	
                   

                  50,000

                   

                	
                   

                  $50.00

                   

                
	
                   

                  September
                    30, 2005

                   

                	
                   

                  William
                    Wisniewski

                   

                	
                   

                  50,000

                   

                	
                   

                  $50.00

                   

                
	
                   

                  September
                    30, 2005

                   

                	
                   

                  J.
                    Cullen Burdette

                   

                	
                   

                  50,000

                   

                	
                   

                  $50.00

                   

                
	
                   

                  September
                    30, 2005

                   

                	
                   

                  Anthony
                    W. Nicholson

                   

                	
                   

                  50,000

                   

                	
                   

                  $50.00

                   

                


        

         

        


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      B

    


    ACCEPTANCE
      OF OFFER AND AGREEMENT

    


    


    Magnetech
      Integrated Services Corp.

    ATTN:
      The
      President

    


    Dear
      Sir:

    


    Enclosed
      with this Acceptance, please find the sum of __________________________ Dollars,
      for the purchase of _____ shares of the no par value common stock (the
“Restricted Shares”) of Magnetech Integrated Services Corp. (the “Corporation”)
      allocated to and purchased by me pursuant to the Corporation’s 2005 Restricted
      Stock Purchase Plan (the “Plan”), which offer is hereby accepted by
      me.

    


    I
      represent and agree that the Restricted Shares are being acquired by me for
      investment and that I have no present intention to transfer, sell or otherwise
      dispose of the Restricted Shares, except as permitted pursuant to the Plan
      and
      in compliance with applicable securities laws. I further agree that the
      Restricted Shares are being acquired by me in accordance with and subject to
      the
      terms, provisions and conditions of the Plan including, without limitation,
      the
      restrictive provisions contained in Paragraph 7 thereof.

    


    The
      provisions of this Agreement and the Plan shall be applicable to the Restricted
      Shares and to any shares or other securities of the Corporation which may be
      acquired by me as a result of a stock split or stock dividend or combination
      of
      shares or any other change, or exchange for other securities, by
      reclassification, reorganization, merger, consolidation, recapitalization or
      otherwise, affecting the Restricted Shares. As used in this Agreement, the
      term
“Restricted Shares” shall be deemed to include any securities issued in respect
      of the Restricted Shares.

    


    This
      Agreement shall be binding upon and inure to the benefit of the Corporation,
      and
      myself, and its and my respective successors and legal
      representatives.

    


    


    


    
      
        
        

      

      
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    In
      the
      event of the invalidity of any part or provision of this Agreement, such
      invalidity shall not affect the enforceability of any other part or provision
      of
      this Agreement. My address of record is .

    


    
      	 	 	
              Very
                truly yours,

            
	 	 	 	 
	 	 	 
	 	 	 	
              ,Offeree

            
	 	 	
              Date
                Signed:

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Receipt,
                together with the payment referred to, is hereby
                acknowledged.

            	 	 
	 	 	 	 
	
              MAGNETECH
                INTEGRATED SERVICES CORP.

            	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	 	 	 
	 	 	 	 
	
              Date
                Signed:

            	 	 	 


    

    
 

    10

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      1 to Exhibit B

    
       

       

      Acceptance
        of Offers of Restricted Shares

       

      
        	
                 

                Date
                  of

                Acceptance
                  by

                Offeree

                 

              	
                 

                Name
                  of Offeree

                 

              	
                 

                Aggregate

                Purchase

                 Price

                 

              	
                 

                Number
                  of Restricted Shares Purchased

                 

              	
                 

                Date
                  of Acceptance by Company

                 

              
	
                 

                10/6/05

                 

              	
                 

                Richard
                  J. Mullin

                 

              	
                 

                $50.00

                 

              	
                 

                50,000

                 

              	
                 

                10/25/05

                 

              
	
                 

                10/6/05

                 

              	
                 

                James
                  M. Lewis

                 

              	
                 

                $50.00

                 

              	
                 

                50,000

                 

              	
                 

                10/25/05

                 

              
	
                 

                9/30/05

                 

              	
                 

                William
                  Wisniewski

                 

              	
                 

                $50.00

                 

              	
                 

                50,000

                 

              	
                 

                10/25/05

                 

              
	
                 

                10/21/05

                 

              	
                 

                J.
                  Cullen Burdette

                 

              	
                 

                $50.00

                 

              	
                 

                50,000

                 

              	
                 

                10/25/05

                 

              
	
                 

                9/30/05

                 

              	
                 

                Anthony
                  W. Nicholson

                 

              	
                 

                $50.00

                 

              	
                 

                50,000

                 

              	
                 

                10/25/05