Registration Rights Agreement dated August 24, 2005 between the registrant
      and Laurus Master Fund, Ltd.


    


     

    Exhibit
      4.15

     

    


     

    Execution
      Copy

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      August 24, 2005, by and between Magnetech Integrated Services Corp., an Indiana
      corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).


     

    This
      Agreement is made pursuant to the Security and Purchase Agreement, dated as
      of
      the date hereof, by and among the Purchaser, the Company and various
      subsidiaries of the Company (as amended, modified or supplemented from time
      to
      time, the “Security Agreement”), and pursuant to the Term Note, the Minimum
      Borrowing Notes, the Option and the Warrants referred to therein.

     

    The
      Company and the Purchaser hereby agree as follows: 

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Security Agreement shall have the meanings given such terms in the Security
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings: 

     

    “Commission”
      means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      shares of the Company’s common stock, par value $0.01 per share. 

     

    “Effectiveness
      Date”
      means,
      (i) with respect to the Registration Statement required to be filed in
      connection with the Term Note issued on the initial funding date under the
      Security Agreement and the Minimum Borrowing Note issued on the initial funding
      date under the Security Agreement and the Warrants and the Option issued on
      such
      initial funding date, a date no later than one hundred fifty (150) days
      following such initial funding date and (ii) with respect to each additional
      Registration Statement required to be filed hereunder, a date no later than
      sixty (60) days following the applicable Filing Date. 

     

    “Effectiveness
      Period”
      has the
      meaning set forth in Section 2(a). 

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and any successor
      statute.

     

    “Filing
      Date”
      means,
      with respect to (1) the Registration Statement which is required to be filed
      in
      connection with the shares of Common Stock issuable upon conversion of Term
      Note
      issued on the initial funding date under the Security Agreement and the Minimum
      Borrowing Note issued on the initial funding date under the Security Agreement,
      the date which is sixty (60) days after the date hereof, (2) the Registration
      Statement required to be filed in connection with each additional Minimum
      Borrowing Note funded after the initial funding date, the date which is sixty
      (60) days after such funding of such additional Minimum Borrowing Note, (3)
      the
      Registration Statement required to be filed in connection with the shares of
      Common Stock issuable to the Holder upon exercise of a Warrant, the date which
      is sixty (60) 

    


    
      
        
        

      

      
        
          

        

      

      
        
        

      

    

    


     

    days
      after the issuance of such Warrant, (4) the Registration Statement required
      to
      be filed in connection with the shares of Common Stock issuable to the Holder
      upon exercise of the Option, the date which is sixty (60) days after the date
      hereof, and (5) the Registration Statement required to be filed in connection
      with additional shares of Common Stock issuable to the Holder as a result of
      adjustments to the Fixed Conversion Price or the Exercise Price, as the case
      may
      be, made pursuant to Section 3.6 of the Term Note, Section 2.6 of the Revolving
      Note, Section 3.6 of the Minimum Borrowing Notes, Section 4 of the Warrant
      or
      otherwise, or in connection with additional shares of Common Stock issuable
      to
      the Holder as a result of the occurrence of certain events described in the
      any
      of the Term Note, the Revolving Note, the Minimum Borrowing Notes, any Warrant
      or the Option, sixty (60) days after the occurrence of such event or the date
      of
      the adjustment of the Fixed Conversion Price or Exercise Price, as the case
      may
      be.

     

    “Holder”
      or
“Holders”
      means
      the Purchaser or any of its affiliates or transferees to the extent any of
      them
      hold Registrable Securities (provided such affiliates or transferees execute
      a
      copy or counterpart or joinder of this Agreement agreeing to be bound by its
      terms and conditions), other then those purchasing Registrable Securities in
      a
      market transaction.

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Option”has
      the
      meaning set forth in the Security Agreement.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened. 

     

    “Prospectus”
      means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by such Registration Statement,
      and all other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference or deemed
      to be incorporated by reference in such Prospectus. 

     

    “Registrable
      Securities”
      means
      the shares of Common Stock issued upon the conversion of each of the Minimum
      Borrowing Note and the Term Note and issuable upon exercise of the Warrants
      and
      the Option.

     

    “Registration
      Statement”
      means
      each registration statement required to be filed hereunder, including the
      Prospectus therein, amendments and supplements to such registration statement
      or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

    


    
      
        
        

      

      
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    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and any successor statute.

     

    “Security
      Agreement”
      has the
      meaning given to such term in the Preamble hereto.

     

    “Term
      Note”
      has the
      meaning set forth in the Security Agreement.

     

    “Trading
      Market”
      means
      any of the NASD Over The Counter Bulletin Board, NASDAQ SmallCap Market, the
      NASDAQ National Market, the American Stock Exchange or the New York Stock
      Exchange. 

     

    “Warrants”
      means
      the Common Stock purchase warrants issued in connection with the Security
      Agreement, whether on the date thereof or thereafter.

     

    2. Registration.

     

    (a) On
      or
      prior to each Filing Date, the Company shall prepare and file with the
      Commission a Registration Statement covering the Registrable Securities for
      a
      selling stockholder resale offering to be made on a continuous basis pursuant
      to
      Rule 415. Each Registration Statement shall be on Form S-3 (except if the
      Company is not then eligible to register for resale the Registrable Securities
      on Form S-3, in which case such registration shall be on another appropriate
      form in accordance herewith). The Company shall use its commercially reasonable
      efforts to cause each Registration Statement to be declared effective under
      the
      Securities Act as promptly as possible after the filing thereof, but in any
      event no later than the Effectiveness Date. The Company shall use its
      commercially reasonable efforts to keep each Registration Statement continuously
      effective under the Securities Act until the date which is the earlier date
      of
      when (i) all Registrable Securities covered by such Registration Statement
      have
      been sold or (ii) all Registrable Securities covered by such Registration
      Statement may be sold immediately without registration under the Securities
      Act
      pursuant to Rule 144 (notwithstanding any volume restrictions that may be
      applicable under Rule 144), as determined by the counsel to the Company pursuant
      to a written opinion letter to such effect, addressed and acceptable to the
      Company’s transfer agent and the affected Holders (each, an “Effectiveness
      Period”).

     

    (b)
      If:
      (i) any Registration Statement is not filed on or prior to the applicable Filing
      Date for such Registration Statement; (ii) a Registration Statement filed
      hereunder is not declared effective by the Commission by the applicable
      Effectiveness Date; (iii) after a Registration Statement is filed with and
      declared effective by the Commission, a Discontinuation Event (as hereafter
      defined) shall occur and be continuing, or such Registration Statement ceases
      to
      be effective (by suspension or otherwise) as to all Registrable Securities
      to
      which it is required to relate at any time prior to the expiration of the
      Effectiveness Period applicable to such 

    


    
      
        
        

      

      
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    Registration
      Statement (without being succeeded immediately by an additional Registration
      Statement filed and declared effective), for a period of time which shall exceed
      30 days in the aggregate per year or more than 20 consecutive calendar days
      (defined as a period of 365 days commencing on the date such Registration
      Statement is declared effective); or (iv) until such time as the Common Stock
      may be sold under Rule 144 outside of a Trading Market, the Common Stock is
      not
      listed or quoted, or is suspended from trading on any Trading Market for a
      period of three (3) consecutive Trading Days (provided the Company shall not
      have been able to cure such trading suspension within 30 days of the notice
      thereof or list the Common Stock on another Trading Market); (any such failure
      or breach being referred to as an “Event,” and for purposes of clause (i) or
      (ii) the date on which such Event occurs, or for purposes of clause (iii) the
      date which such 30 day or 20 consecutive day period (as the case may be) is
      exceeded, or for purposes of clause (iv) the date on which such three (3)
      Trading Day period is exceeded, being referred to as “Event Date”), then as
      partial relief for the damages to the Purchaser by reason of the occurrence
      of
      any such Event (which remedy shall not be exclusive of any other remedies
      available at law or in equity), the Company shall pay to the Purchaser for
      each
      day that an Event has occurred and is continuing, an amount in cash equal to
      one-thirtieth (1/30th)
      of the
      product of: (A) the then outstanding principal amount of the Term Note and
      each
      Minimum Borrowing Note multiplied by (B) 0.01; provided, however, that the
      Company shall not be required to pay the damages set forth in this sentence
      if
      the Event that gave rise to such damages directly arose or directly resulted
      from any materially untrue statement to be included in any Registration
      Statement or Prospectus, solely to the extent that such materially untrue
      statement (I) was furnished in writing to the Company by the Purchaser or any
      other Holder and (II) was specifically identified by the Purchaser or any other
      Holder to be used in any Registration Statement or Prospectus, as the case
      may
      be. 

     

    (c)
      Within three business days of the Effectiveness Date, the Company shall cause
      its counsel to issue a blanket opinion substantially in the form attached hereto
      as Exhibit
      A
      (with
      customary assumptions, qualifications and limitations), and provided that the
      Company’s counsel shall have received any representations letters and other
      information reasonably requested to provide such opinion, to the transfer agent
      of the Company stating that the shares are subject to an effective registration
      statement and can be reissued free of restrictive legend upon notice of a sale
      by the Purchaser and confirmation by the Purchaser that it has complied with
      the
      prospectus delivery requirements, provided that the Company has not advised
      the
      transfer agent orally or in writing that the opinion has been withdrawn. Copies
      of the blanket opinion required by this Section 2(c) shall be delivered to
      the
      Purchaser within the time frame set forth above. 

     

    3. Registration
      Procedures.
      If and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act, the Company
      will, as expeditiously as possible: 

     

    (a) prepare
      and file with the Commission a Registration Statement with respect to such
      Registrable Securities, respond as promptly as possible to any comments received
      from the Commission, and use its commercially reasonable efforts to cause such
      Registration Statement to become and remain effective for the Effectiveness
      Period with respect thereto, and to promptly provide to the Purchaser copies
      of
      all filings and Commission letters of comment relating thereto;

    


    
      
        
        

      

      
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    (b) prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the Prospectus used in connection therewith as may
      be
      necessary to comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities covered by such Registration
      Statement and to use its commercially reasonable efforts to keep such
      Registration Statement effective until the expiration of the Effectiveness
      Period applicable to such Registration Statement;

     

    (c) furnish
      to the Purchaser such number of copies of the Registration Statement and the
      Prospectus included therein (including each preliminary Prospectus) as the
      Purchaser reasonably may request to facilitate the public sale or disposition
      of
      the Registrable Securities covered by such Registration Statement;

     

    (d) use
      its
      commercially reasonable efforts to register or qualify the Purchaser’s
      Registrable Securities covered by such Registration Statement under the
      securities or “blue sky” laws of such jurisdictions within the United States as
      the Purchaser may reasonably request, provided, however, that the Company shall
      not for any such purpose be required to qualify generally to transact business
      as a foreign corporation in any jurisdiction where it is not so qualified or
      to
      consent to general service of process in any such jurisdiction;

     

    (e) list
      the
      Registrable Securities covered by such Registration Statement with the Principal
      Market on which the Common Stock of the Company is then listed or, if the Common
      Stock is not so listed, then on a Principal Market selected by the Company;
      

     

    (f) immediately
      notify the Purchaser at any time when a Prospectus relating thereto is required
      to be delivered under the Securities Act, of the happening of any event of
      which
      the Company has knowledge as a result of which the Prospectus contained in
      such
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing (and in such event Purchaser and any other selling
      Holders shall discontinue disposition of Registrable Securities under the
      applicable Registration Statement until notified in writing by the Company
      that
      use of the applicable Prospectus may be resumed); and

     

    (g) make
      available for inspection by the Purchaser and any attorney, accountant or other
      agent retained by the Purchaser, all publicly available, non-confidential
      financial and other records, pertinent corporate documents and properties of
      the
      Company, and cause the Company’s officers, directors and employees to supply all
      publicly available, non-confidential information reasonably requested by the
      attorney, accountant or agent of the Purchaser.

     

    4. Registration
      Expenses.
      All
      expenses relating to the Company’s compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company and independent
      public accountants for the Company, fees and expenses (including reasonable
      fees
      of counsel for the Company) incurred in connection with complying with state
      securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of
      transfer agents and registrars, are called “Registration Expenses”. All
      Registration Expenses shall be borne solely by the Company. All selling


    


    
      
        
        

      

      
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    commissions,
      fees and discounts applicable to the sale of Registrable Securities, as well
      as
      any fees and disbursements of any special counsel to the Holders, are called
      “Selling Expenses.” All Selling Expenses shall be borne solely by the Purchaser
      and the other Holders, jointly and severally.

     

    5. Indemnification.

     

    (a) In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless each
      Holder, and its officers, directors and each other person, if any, who controls
      such Holder within the meaning of the Securities Act, against any losses,
      claims, damages or liabilities, joint or several, to which such Holder, or
      such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act pursuant to
      this
      Agreement, any preliminary Prospectus or final Prospectus contained therein,
      or
      any amendment or supplement thereof, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      and
      will reimburse such Holder, and each such person for any reasonable legal or
      other expenses incurred by them in connection with investigating or defending
      any such loss, claim, damage, liability or action; provided,
      however,
      that
      the Company will not be liable in any such case if and to the extent that any
      such loss, claim, damage, liability or action arises out of or is based upon
      an
      untrue statement or alleged untrue statement or omission or alleged omission
      (i)
      so made in conformity with information furnished by or on behalf of the
      Purchaser or any such person in writing specifically for use in any such
      document, or (ii) contained in any preliminary Prospectus if such deficiency
      is
      corrected in the final Prospectus and such final Prospectus is provided to
      the
      Purchaser and the other Holders; and provided further, however, that the Company
      will not be liable in any such case if and to the extent that any such loss,
      claim, damage, liability or action arose from or is related to the failure
      of
      Purchaser, any Holder or any such person to deliver a Prospectus as required
      by
      the Securities Act.

     

    (b) In
      the
      event of a registration of the Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Purchaser and any selling Holder, jointly and
      severally, will indemnify and hold harmless the Company, and its officers,
      directors and each other person, if any, who controls the Company within the
      meaning of the Securities Act, against all losses, claims, damages or
      liabilities, joint or several, to which the Company or such persons may become
      subject under the Securities Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon any untrue statement or alleged untrue statement of any material fact
      which
      was furnished in writing by the Purchaser to the Company expressly for use
      in
      (and such information is contained in) the Registration Statement under which
      such Registrable Securities were registered under the Securities Act pursuant
      to
      this Agreement, any preliminary Prospectus or final Prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and will reimburse the Company and each such person for any reasonable legal
      or
      other expenses incurred by them in connection with 

    


    
      
        
        

      

      
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    investigating
      or defending any such loss, claim, damage, liability or action, provided,
      however,
      that
      the Purchaser will be liable in any such case if and only to the extent that
      any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished in writing to the Company by or on behalf
      of the Purchaser or any selling Holder specifically for use in any such
      document. Notwithstanding the provisions of this paragraph, the Purchaser shall
      not be required to indemnify any person or entity in excess of the amount of
      the
      aggregate proceeds (net of any selling commissions, fees and discounts) received
      by the Purchaser and all other Holders in respect of Registrable Securities
      in
      connection with any such registration under the Securities Act.

     

    (c) Promptly
      after receipt by a party entitled to claim indemnification hereunder (an
“Indemnified Party”) of notice of the commencement of any action, such
      Indemnified Party shall, if a claim for indemnification in respect thereof
      is to
      be made against a party hereto obligated to indemnify such Indemnified Party
      (an
“Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the
      omission so to notify the Indemnifying Party shall not relieve it from any
      liability which it may have to such Indemnified Party other than under Section
      5
      and shall only relieve it from any liability which it may have to such
      Indemnified Party under Section 5 if and to the extent the Indemnifying Party
      is
      prejudiced by such omission. In case any such action shall be brought against
      any Indemnified Party and it shall notify the Indemnifying Party of the
      commencement thereof, the Indemnifying Party shall be entitled to participate
      in
      and, to the extent it shall wish, to assume and undertake the defense thereof
      with counsel reasonably satisfactory to such Indemnified Party, and, after
      notice from the Indemnifying Party to such Indemnified Party of its election
      so
      to assume and undertake the defense thereof, the Indemnifying Party shall not
      be
      liable to such Indemnified Party under this Section 5(c) for any legal expenses
      subsequently incurred by such Indemnified Party in connection with the defense
      thereof; if the Indemnified Party retains its own counsel, then the Indemnified
      Party shall pay all fees, costs and expenses of such counsel, provided,
      however,
      that,
      if the defendants in any such action include both the Indemnified Party and
      the
      Indemnifying Party and outside counsel to the Indemnified Party shall have
      reasonably concluded that there may be reasonable defenses available to it
      which
      are different from or additional to those available to the Indemnifying Party
      or
      if the interests of the Indemnified Party are reasonably deemed to conflict
      in
      any material respect with the interests of the Indemnifying Party, the
      Indemnified Party shall have the right to select one separate counsel and to
      assume such legal defenses and otherwise to participate in the defense of such
      action, with the reasonable expenses and fees of such separate counsel and
      other
      expenses related to such participation to be reimbursed by the Indemnifying
      Party as incurred. No compromise or settlement of any claims in an action shall
      be binding on an Indemnifying Party for purposes of the Indemnifying Party’s
      indemnity obligations under this Agreement without the Indemnifying Party’s
      express written consent.

     

    (d) A
      party
      granted the right to direct the defense of any action under this Section 5
      shall
      keep the other parties hereto informed of material developments in the action
      and shall promptly submit to the other parties copies of all pleadings,
      responsive pleadings, motions and other similar legal documents and papers
      received or submitted in connection with the action. The parties shall make
      available to each other and each other’s counsel and accountants all of their
      books and records relating to the action, and each party shall provide to the
      others 

    


    
      
        
        

      

      
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    such
      assistance as may be reasonably required to insure the proper and adequate
      defense of the action. Each party shall use its good faith efforts to avoid
      the
      waiver of any privilege of another party. The assumption of the defense of
      any
      action by an Indemnifying Party shall not constitute an admission of
      responsibility to indemnify or in any manner impair or restrict the Indemnifying
      Party’s rights to later seek to be reimbursed its costs or expenses if
      indemnification under this Agreement with respect to the action was not
      required. An Indemnifying Party may elect to assume the defense of an Action
      at
      any time during the pendency of the Action, even if initially the Indemnifying
      Party did not elect to assume the defense, so long as the assumption at such
      later time would not materially prejudice the rights of the Indemnified
      Party.

     

    (e) In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the Securities Act in any case in which either (i) the Purchaser, or
      any
      officer, director or controlling person of the Purchaser, makes a claim for
      indemnification pursuant to this Section 5 but it is judicially determined
      (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in
      circumstances for which indemnification is provided under this Section 5; then,
      and in each such case, the Company, on the one hand, and the Purchaser, on
      the
      other hand, will contribute to the aggregate losses, claims, damages or
      liabilities to which they may be subject (after contribution from others) in
      such proportion so that the Purchaser is responsible only for the portion
      represented by the percentage that the public offering price of its securities
      offered by the Registration Statement bears to the public offering price of
      all
      securities offered by such Registration Statement, provided,
      however,
      that,
      in any such case, (A) the Purchaser will not be required to contribute any
      amount in excess of the public offering price of all such securities offered
      by
      it pursuant to such Registration Statement; and (B) no person or entity guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) will be entitled to contribution from any person or entity
      who
      was not guilty of such fraudulent misrepresentation.

     

    6. [Intentionally
      Omitted]

     

    7. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance of its rights under this Agreement.

     

    (b) No
      Piggyback on Registrations.
      Except
      as and to the extent set forth on Schedule
      7(b)
      hereto,
      or except with the written consent of the Purchaser, which consent shall not
      be
      unreasonably withheld, neither the Company nor any of its security holders
      (other than the Holders in such capacity pursuant hereto) may include securities
      of the Company in any Registration Statement other than the Registrable
      Securities, and the Company shall not after the date hereof enter into any
      agreement providing any such right for inclusion of shares in the 

    


    
      
        
        

      

      
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    Registration
      Statement to any of its security holders. Except as and to the extent specified
      in Schedule
      7(b)
      hereto,
      the Company has not previously entered into any agreement granting any
      registration rights with respect to any of its securities to any Person that
      have not been fully satisfied. 

     

    (c) Compliance.
      Each
      Holder (including but not limited to the Purchaser) covenants and agrees that
      it
      will comply with the prospectus delivery requirements of the Securities Act
      as
      well as all other federal and applicable state securities laws, rules and
      regulations applicable to it in connection with sales of Registrable Securities
      pursuant to any Registration Statement. 

     

    (d) Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of a Discontinuation
      Event (as defined below), such Holder will, if so directed by the Company in
      such notice, forthwith discontinue disposition of such Registrable Securities
      under the applicable Registration Statement until such Holder’s receipt of the
      copies of the supplemented Prospectus and/or amended Registration Statement
      or
      until it is advised in writing (the “Advice”) by the Company that the use of the
      applicable Prospectus may be resumed, and, in either case, has received copies
      of any additional or supplemental filings that are incorporated or deemed to
      be
      incorporated by reference in such Prospectus or Registration Statement. The
      Company may provide appropriate stop orders to enforce the provisions of this
      Section 7(d). For purposes of this Section 7(d), a “Discontinuation Event” shall
      mean (i) when the Commission notifies the Company whether there will be a
“review” of such Registration Statement and whenever the Commission comments in
      writing on such Registration Statement (the Company shall provide true and
      complete copies thereof and all written responses thereto to each of the
      Holders); (ii) any request by the Commission or any other Federal or state
      governmental authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information; (iii) the issuance by
      the
      Commission of any stop order suspending the effectiveness of such Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and/or (v) the occurrence of any event or passage of time that makes
      the financial statements included in such Registration Statement ineligible
      for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

     

    (e) Piggy-Back
      Registrations.
      If at
      any time during any Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities required to be covered
      during such Effectiveness Period and the Company shall determine to prepare
      and
      file with the Commission a registration statement relating to an offering for
      its own account or the account of others under the Securities Act of any of
      its
      equity securities, other than on 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


     

    Form S-4
      or Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to each Holder written notice of such determination and, if within
      fifteen (15) days after receipt of such notice, any such Holder shall so request
      in writing, the Company shall include in such registration statement all or
      any
      part of such Registrable Securities such Holder requests to be registered,
      to
      the extent the Company may do so without violating registration rights of others
      which exist as of the date of this Agreement, subject to customary underwriter
      cutbacks applicable to all holders of registration rights and subject to
      obtaining any required consent of any selling stockholder(s) to such inclusion
      under such registration statement. If the Company provides written notice to
      the
      Holders as required above and such Holder is permitted but elects not to
      register its Registrable Securities on such registration statement, then the
      Company shall have no obligation to file a Registration Statement with respect
      to such Holder’s Registrable Securities.

     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and Holders of at least a majority of the then outstanding
      Registrable Securities (and in such event the amendment, modification,
      supplement or waiver shall be binding on all Holders). Notwithstanding the
      foregoing, a waiver or consent to depart from the provisions hereof with respect
      to a matter that relates exclusively to the rights of certain Holders and that
      does not directly or indirectly affect the rights of other Holders may be given
      by Holders of at least a majority of the Registrable Securities to which such
      waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.

     

    (g) Notices.
      Any
      notice or request required or permitted hereunder shall be given to the Company,
      the Purchaser or any Holder at the respective addresses set forth below or
      as
      may hereafter be specified in a notice designated as a change of address under
      this Section 7(g). Any notice or request hereunder shall be given by registered
      or certified mail, return receipt requested, hand delivery, overnight mail,
      Federal Express or other national overnight next day carrier (collectively,
      “Courier”) or telecopy (confirmed by mail). Notices and requests shall be, in
      the case of those by hand delivery, deemed to have been given when delivered
      to
      any party to whom it is addressed, in the case of those by mail or overnight
      mail, deemed to have been given three (3) business days after the date when
      deposited in the mail or with the overnight mail carrier, in the case of a
      Courier, the next business day following timely delivery of the package with
      the
      Courier, and, in the case of a telecopy, when confirmed. The address for such
      notices and communications shall be as follows:

    


    
      	 	
              If
                to the Company:

            	 	
              Magnetech
                Integrated Services Corp.

            
	 	 	 	
              1125
                S. Walnut Street

            
	 	 	 	
              South
                Bend, Indiana 46619

            
	 	 	 	
              Attention: Chief
                Financial Officer

            
	 	 	 	
              Facsimile:
                574-232-7648

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    


    
      	 	 	 	
              with
                a copy to:

            
	 	 	 	 
	 	 	 	
              Barnes
                & Thornburg LLP

            
	 	 	 	
              600
                1st
                Source Bank Center

            
	 	 	 	
              100
                North Michigan

            
	 	 	 	
              South
                Bend, Indiana 46601

            
	 	 	 	
              Attention:
                Richard L. Mintz, Esq.

            
	 	 	 	
              Facsimile:
                574-237-1125

            
	 	
               

              If
                to a Purchaser:

               

            	 	
               

              To
                the address set forth under such Purchaser name on the signature
                pages
                hereto.

               

            
	 	
              If
                to any other Person who is then the registered
                Holder:

            	 	
              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company

            


    

     

    or
      such
      other address as may be designated in writing hereafter in accordance with
      this
      Section 7(g) by such Person.

     

    (h) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      and
      be binding upon each Holder. The Company may not assign its rights or
      obligations hereunder without the prior written consent of each Holder. Each
      Holder may assign their respective rights hereunder in the manner and to the
      Persons as permitted under the Notes and the Security Agreement so long as
      such
      assignee is subject to the terms and conditions of this Agreement. 

     

    (i) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (j) Governing
      Law, Jurisdiction and Waiver of Jury Trial.
      THIS
      AGREEMENT 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. The Company hereby
      consents and agrees that the state or federal courts located in the County
      of
      New York, State of New York shall have exclusion jurisdiction to hear and
      determine any Proceeding between the Company, on the one hand, and the
      Purchaser, on the other hand, pertaining to this Agreement or to any matter
      arising out of or related to this Agreement; provided,
      that
      the Purchaser and the Company acknowledge 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 Purchaser
      from bringing a Proceeding in any other jurisdiction to collect the obligations,
      to realize on the Collateral or any other security for the obligations, or
      to
      enforce a judgment or other court order in favor of the Purchaser. The Company
      expressly 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    submits
      and consents in advance to such jurisdiction in any Proceeding commenced in
      any
      such court, and the Company hereby waives any objection which it may have based
      upon lack of personal jurisdiction, improper venue or forum
      non conveniens.
      The
      Company hereby waives personal service of the summons, complaint and other
      process issued in any such Proceeding and agrees that service of such summons,
      complaint and other process may be made by registered or certified mail
      addressed to the Company at the address set forth in Section 7(g) and that
      service so made shall be deemed completed upon the earlier of the Company’s
      actual receipt thereof or three (3) days after deposit in the U.S. mails, proper
      postage prepaid. The parties hereto desire 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 Proceeding brought to resolve any
      dispute, whether arising in contract, tort, or otherwise between the Purchaser
      and/or the Company arising out of, connected with, related or incidental to
      the
      relationship established between then in connection with this Agreement. If
      either party hereto shall commence a Proceeding to enforce any provisions of
      this Agreement, the Security Agreement or any other Ancillary Agreement, then
      the prevailing party in such Proceeding shall be reimbursed by the other party
      for its reasonable attorneys’ fees and other costs and expenses incurred with
      the investigation, preparation and prosecution of such Proceeding.

     

    (k) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (l) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    (m) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    [Balance
      of page intentionally left blank; signature page follows]

     

    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


     

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

    
      	 	
               

              MAGNETECH
                INTEGRATED SERVICES CORP.

            
	 	
               

              By:

            	
               

              /s/ John A. Martell

            
	 	
              Name:

            	 John
              A. Martell
	 	
              Title:

            	 President
&
              CEO
	 	
               

              LAURUS
                MASTER FUND, LTD. 

            
	 	
               

              By:

            	
               

              /s/ David Grin

            
	 	
              Name:

            	 David
              Grin
	 	
              Title:

            	 Director
	 	 
	 	
              Address
                for Notices:

            
	 	 
	 	
              825
                Third Avenue, 14th Floor

            
	 	
              New
                York, New York 10022

            
	 	
              Attention:
                David Grin

            
	 	
              Facsimile:
                212-541-4434

            


    

     

    


    


    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        13

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      A

     

    ____________,
      200___

     

    [stock
      transfer agent name and address

     

    Attn:
      ______________]

     

    
      	 	
              Re:

            	
              Magnetech
                Integrated Services Corp. Registration Statement on Form
                [S-3]

            


    

     

    Ladies
      and Gentlemen:

     

    As
      counsel to Magnetech Integrated Services Corp., an Indiana corporation (the
      “Company”), we have been requested to render our opinion to you in connection
      with the resale by the individuals or entitles listed on Schedule
      A
      attached
      hereto (the “Selling Stockholders”), of an aggregate of __________ shares (the
“Shares”) of the Company’s Common Stock.

     

    A
      Registration Statement on Form [S-3] under the Securities Act of 1933, as
      amended (the “Act”), with respect to the resale of the Shares was declared
      effective by the Securities and Exchange Commission on [date]. Enclosed is
      the
      Prospectus dated [date]. We understand and assume that the Shares are to be
      offered and sold in the manner described in the Prospectus. We further assume
      that the Selling Stockholders will comply with their prospectus delivery
      requirements under the Act.

     

    Based
      upon the foregoing, upon request by the Selling Stockholders at any time while
      the registration statement remains effective, it is our opinion that the Shares
      have been registered for resale under the Act and, so long as you have not
      been
      advised by us or the Company to the contrary, new certificates evidencing the
      Shares upon their transfer or re-registration by the Selling Stockholders may
      be
      issued without restrictive legend. 

     

    Very
      truly yours,

     

    [Company
      counsel]

    


    
      
        
        

      

      
        
          

        

      

      
        
        

      

    

    


     

    Schedule
      A to Exhibit A

     

    

      
        	
                Selling
                  Stockholder

              	 	
                Shares
                  Being Offered

              


      

    

     

     

     

     

     

     

    


    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        
          

        

      

      
        
        

        
        

      

    

    



     

    SCHEDULE
      7(b)

    


    


     

    A. Additional
      Shares to be Registered

     

    The
      Company will include in one or more of the Registration Statements all of the
      32,443,335 shares of its Common Stock outstanding as of the date of this
      Agreement, as well as an additional 18,919,900 shares of its Common Stock
      issuable upon conversion of outstanding warrants and subordinated convertible
      debentures. 

     

    B. Outstanding
      Obligations to Register Shares

     

    The
      Company is obligated to register for resale shares of its Common Stock
      that:

    


    a) were
      issued upon the conversion of shares of Series A Preferred Stock issued by
      Magnetech Industrial Services, Inc. in a private offering occurring in February
      2004; 

    


    b) 
      were
      issued in a private offering that commenced in May 2004; 

    


    c) are
      issuable upon conversion of warrants and subordinated convertible debentures
      issued in a private offering that commenced in January 2005; 

    


    d) were
      issued to Jackson Steinem; and

    


    e) are
      issuable upon conversion of outstanding warrants issued to Strasbourger Pearson
      Tulcin Wolff Incorporated (“Strasbourger”) or its designees pursuant to the
      Company’s placement agency agreements with Strasbourger.