Form of common stock purchase warrant issued to designees of Strasbourger Pearson
      Tulcin Wolff Incorporated pursuant to Placement Agency Agreement dated April
      26, 2004, filed as Exhibit 10.1 to this Registration Statement


    

      Exhibit
        4.2

       

       

      

        WARRANT
          AGREEMENT

         

        WARRANT
          AGREEMENT, dated as of this 13th
          day of
          December, 2004, by and among MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana
          corporation (“MIS”), MAGNETECH INTEGRATED SERVICES CORP., an Indiana corporation
          newly formed to own 100% of MIS (the “Company”) and STRASBOURGER PEARSON TULCIN
          WOLFF INCORPORATED, a New York corporation (the “Placement
          Agent”).

         

        WITNESSETH

         

        WHEREAS,
          in connection with the Financings of Series A Stock and Common Stock (the
          “Warrants”),
          the
          Company may cause to be issued up to 4,500,000 Warrants to purchase shares
          of
          common stock in the Company; and

         

        WHEREAS,
          the Company will act as warrant agent in connection with the issuance,
          registration, transfer and exchange of the Warrants, the issuance of
          certificates representing the Warrants, the exercise of the Warrants, and
          the
          rights of the holders thereof (in such capacity, the Company or any successor
          warrant agent being referred to herein as the “Warrant
          Agent”);

         

        NOW
          THEREFORE, in consideration of the premises and the mutual agreements
          hereinafter set forth and for the purpose of defining the terms and provisions
          of the Warrants and the certificates representing the Warrants and the
          respective rights and obligations thereunder of the Company, the holders
          of
          certificates representing the Warrants and the Warrant Agent, the parties
          hereto
          agree as follows:

         

        SECTION
          1.  DEFINITIONS.

         

        As
          used
          herein, the following terms shall have the following meanings, unless the
          context shall otherwise require:

         

        (a)  “Common
          Stock”
          shall
          mean stock of the Company of any class, whether now or hereafter authorized,
          which has the right to participate in the distributions of earnings and
          assets
          of the Company without limit as to amount or percentage, which at the date
          of
          the formation of the Company consists of 200,000,000 authorized shares
          of Common
          Stock.

         

        (b)  “Corporate
          Office”
          shall
          mean the office of the Warrant Agent (or its successor) at which at any
          particular time its principal business shall be administered, which office
          is
          located at 1125 S. Walnut St., South Bend, Indiana 46619.

         

        (c)  “Exercise
          Date”
          shall
          mean, as to any Warrant, the date on which the Warrant Agent shall have
          received
          both (a) the certificate representing such Warrant (the “Warrant Certificate”),
          with the exercise form thereon duly executed by the Registered Holder thereof
          or
          his attorney duly authorized in writing, and (b) if payment is to be made
          in
          cash, cash or an official bank or certified check made payable to the Company,
          of an amount in lawful money of the United States of America equal to the
          Exercise Price.

         

        (d)  “Exercise
          Price”
          shall
          mean the purchase price to be paid upon exercise of each War-rant in accordance
          with the terms hereof, which price shall be 0.0001 cents per share, subject
          to
          adjustment from time to time pursuant to the provisions of Section 8 hereof
          and
          subject further to the Company’s right to reduce the Exercise Price upon notice
          to all Registered Holders.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e)  “Financings”
          shall
          mean the bridge financing from the sale of shares of Series A Stock and
          the
          subsequent private placement offering.

         

        (f)  “Initial
          Warrant Exercise Date”
          shall
          mean December 13, 2004.

         

        (g)  “Registered
          Holder”
          shall
          mean the person in whose name any certificate representing Warrants shall
          be
          registered on the books maintained by the Warrant Agent pursuant to Section
          6.

         

        (h)  “Series
          A Stock”
          shall
          mean the Series A Convertible Redeemable Preferred Stock issued by
          MIS.

         

        (i)  “Transfer
          Agent”
          shall
          mean the Company or any authorized successor transfer agent, as
          such.

         

        (j)  “Warrant
          Expiration Date”
          shall
          mean 5.00 P.M. (New York time) on December 13, 2014; provided that if such
          date
          shall in the State of New York be a holiday or a day on which banks are
          authorized to close, then 5:00 P.M. (New York time) on the next following
          day
          which in the State of New York is not a holiday or a day on which banks
          are
          authorized to close. Upon notice to all warrantholders the Company shall
          have
          the right to extend the Warrant Expiration Date.

         

        (k)  “Warrant
          Shares”
          shall
          mean the shares of Common Stock deliverable upon exercise of the Warrants,
          as
          adjusted from time to time.

         

        SECTION
          2.  WARRANTS
          AND ISSUANCE OF WARRANT CERTIFICATES.

         

        (a)  A
          Warrant
          shall initially entitle the Registered Holder of the Warrant Certificate
          representing such Warrant to purchase one share of Common Stock upon the
          exercise thereof, in accordance with the terms hereof, subject to modification
          and adjustment as provided in Section 8.

         

        (b)  From
          time
          to time, up to the Warrant Expiration Date, the Transfer Agent shall execute
          and
          deliver stock certificates in required whole number denominations representing
          up to an aggregate of 4,500,000 shares of Common Stock, subject to adjustment
          as
          described in Section 8 hereof, upon the exercise of Warrants in accordance
          with
          this Agreement.

         

        (c)  From
          time
          to time, up to the Warrant Expiration Date, the Warrant Agent shall execute
          and
          deliver Warrant Certificates in required whole number denominations to
          the
          persons entitled thereto in connection with any transfer or exchange permitted
          under this Agreement; provided that no Warrant Certificates shall be issued
          except (i) those initially issued hereunder, (ii) those issued on or after
          the
          Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants
          represented by any Warrant Certificate, to evidence any unexercised Warrants
          held by the exercising Registered Holder, (iii) those issued upon any transfer
          or exchange pursuant to Section 6; (iv) those issued in replacement of
          lost,
          stolen, destroyed or mutilated Warrant Certificates pursuant to Section
          7; and
          (v) at the option of the Company, in such form as may be approved by the
          its
          Board of Directors, to reflect (a) any adjustment or change in the Exercise
          Price or the number of shares of Common Stock purchasable upon exercise
          of the
          Warrants, made pursuant to Section 8 hereof and (b) other modifications
          approved
          in accordance with Section 15 hereof.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        SECTION
          3.  FORM
          AND EXECUTION OF WARRANT CERTIFICATES.

         

        (a)  The
          Warrant Certificates shall be substantially in the folio annexed hereto
          as
          Exhibit A (the provisions of which are hereby incorporated herein) and
          may have
          such letters, numbers or other marks of identification or designation and
          such
          legends, summaries or endorsements printed, lithographed, engraved or typed
          thereon as the Company may deem appropriate and as are not inconsistent
          with the
          provisions of this Agreement, or as may be required to comply with any
          law or
          with any rule or regulation made pursuant thereto or with any rule or regulation
          of any stock exchange on which the Warrants may be listed, or to conform
          to
          usage. The Warrant Certificates shall be dated the date of issuance thereof
          (whether upon initial issuance, transfer, exchange or in lieu of mutilated,
          lost, stolen, or destroyed Warrant Certificates) and issued in registered
          form.
          Warrants shall be numbered serially with the letters MIH.

         

        (b)  Warrant
          Certificates shall be executed on behalf of the Company by its Chairman
          of the
          Board, Chief Executive Officer, President or any Vice President and by
          its Chief
          Financial Officer, Secretary or an Assistant Secretary, by manual signatures
          or
          by facsimile signatures printed thereon. In case any officer of the Company
          who
          shall have signed any of the Warrant Certificates shall cease to be such
          officer
          of the Company before the date of issuance of the Warrant Certificates
          and issue
          and delivery thereof, such Warrant Certificates may nevertheless be issued
          and
          delivered with the same force and effect as though the person who signed
          such
          Warrant Certificates had not ceased to be such officer of the Company.
          After
          execution by the Company, Warrant Certificates shall be delivered by the
          Warrant
          Agent to the Registered Holder.

         

        SECTION
          4.  EXERCISE.

         

        (a)  Each
          Warrant may be exercised by the Registered Holder thereof at any time on
          or
          after the Initial Warrant Exercise Date, but not after the Warrant Expiration
          Date, upon the terms and subject to the conditions set forth herein and
          in the
          applicable Warrant Certificate. A Warrant shall be deemed to have been
          exercised
          immediately prior to the close of business on the Exercise Date and the
          person
          entitled to receive the securities deliverable upon such exercise shall
          be
          treated for all purposes as the holder upon exercise thereof as of the
          close of
          business on the Exercise Date. As soon as practicable on or after the Exercise
          Date the Warrant Agent shall deposit the proceeds received from the exercise
          of
          a Warrant, and promptly after clearance of checks received in payment of
          the
          Exercise Price pursuant to such Warrants, cause to be issued and delivered
          by
          the Transfer Agent, to the person or persons entitled to receive the same,
          a
          certificate or certificates for the securities deliverable upon such exercise
          (plus a certificate for any remaining unexercised Warrants of the Registered
          Holder).

         

        Notwithstanding
          the foregoing, in the case of payment made in the form of a check drawn
          on an
          account of the Placement Agent or such other investment banks and brokerage
          houses as the Company shall approve, certificates shall immediately be
          issued
          without any delay. Upon the exercise of any Warrant and clearance of the
          funds
          received, the Warrant Agent shall promptly remit the payment received for
          the
          Warrant to the Company or as the Company may direct in writing.

         

        (b)  The
          Registered Holder may, at its option, exchange this Warrant on a cashless
          basis,
          in whole or in part (a “Warrant
          Exchange”),
          into
          the number of Warrant Shares determined in accordance with this Section
          (4)(b),
          by surrendering the Warrant Certificate at the principal office of the
          Company
          or at the office of its stock transfer agent, accompanied by an irrevocable
          notice stating such Registered Holder’s intent to effect such exchange; the
          number of Warrant Shares to be exchanged and the date of the notice of
          such
          intent to exchange (the “Notice
          of Exchange”).
          The
          Registered Holder may send a Notice of Exchange to the Company prior to
          the
          Initial Warrant Exercise Date. The Warrant Exchange shall take place on
          the date
          specified in the Notice of Exchange or, if later, the date the Notice of
          Exchange is received by the Company (the “Exchange
          Date”).
          Certificates for the shares issuable upon such Warrant Exchange and, if
          applicable, a new warrant of like tenor evidencing the balance of the shares
          remaining subject to such Warrant, shall be issued as of the Exchange Date
          and
          delivered to the Registered Holder as soon as is reasonably practicable
          following the Exchange Date. In connection with any Warrant Exchange, a
          Warrant
          shall represent the right to subscribe for and acquire the number of Warrant
          Shares (rounded to the next highest integer) equal to (i) the number of
          Warrant
          Shares specified by the Registered Holder in its Notice of Exchange (the
          “Total
          Number”)
          less
          (ii) the number of Warrant Shares equal to the quotient obtained by dividing
          (A)
          the product of the Total Number and the existing Exercise Price by (B)
          the
          current market value of a share of Common Stock. Current market value shall
          have
          the meaning set forth Section (8)(i) hereof, except that for purposes hereof,
          the date of exercise, as used in such Section (8)(i) hereof, shall mean
          the date
          of the Notice of Exchange.

         

        (c)  The
          holders of the Notes may at any time prior to the Maturity Date present
          the
          Notes to the Company in payment of the Exercise Price of all or any portion
          of
          the Warrants.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SECTION
          5.  RESERVATION
          OF SHARES; LISTING; PAYMENT OF TAXES; ETC.

         

        (a)  The
          Company covenants that it will at all times reserve and keep available
          out of
          its authorized Common Stock, solely for the purpose of issue upon exercise
          of
          Warrants, such number of shares of Common Stock as shall then be issuable
          upon
          the exercise of all outstanding Warrants. The Company covenants that all
          shares
          of Common Stock which shall be issuable upon exercise of the Warrants and
          payment of the Exercise Price shall, at the time of delivery, be duly and
          validly issued, fully paid, nonassessable and free from all taxes, liens
          and
          charges with respect to the issue thereof (other than those which the Company
          shall promptly pay or discharge).

         

        (b)  The
          Company will use reasonable efforts to obtain appropriate approvals or
          registrations under state “blue sky” securities laws with respect to the
          exercise of the Warrants; provided, however, that the Company shall not
          be
          obligated to file any general consent to service of process or qualify
          as a
          foreign corporation in any jurisdiction. With respect to any such securities
          laws, however, Warrants may not be exercised by, or shares of Common Stock
          issued to, any Registered Holder in any state in which such exercise would
          be
          unlawful.

         

        (c)  The
          Company shall pay all documentary, stamp or similar taxes and other governmental
          charges that may be imposed with respect to the issuance of Warrants, or
          the
          issuance or delivery of any shares upon exercise of the Warrants; provided,
          however, that if the shares of Common Stock are to be delivered in a name
          other
          than the name of the Registered Holder of the Warrant Certificate representing
          any Warrant being exercised, then no such delivery shall be made unless
          the
          person requesting the same has paid to the Warrant Agent the amount of
          transfer
          taxes or charges incident thereto, if any.

         

        (d)  The
          Warrant Agent is hereby irrevocably authorized to requisition the Company’s
          Transfer Agent from time to time for certificates representing shares of
          Common
          Stock required upon exercise of the Warrants, and the Company will authorize
          the
          Transfer Agent to comply with all such proper requisitions.

         

        SECTION
          6.  EXCHANGE
          AND REGISTRATION OF TRANSFER.

         

        Subject
          to the restrictions on transfer contained in the Warrant Certificates and
          the
          Stock Purchase Agreements between the Company and the investors in the
          pre-bridge and bridge financings:

         

        (a)  Warrant
          Certificates may be exchanged for other Warrant Certificates representing
          an
          equal aggregate number of Warrants of the same class or may be transferred
          in
          whole or in part. Warrant Certificates to be exchanged shall be surrendered
          to
          the Warrant Agent at its Corporate Office, and upon satisfaction of the
          terms
          and provisions hereof, the Company shall execute, and the Warrant Agent
          shall
          countersign, issue and deliver in exchange therefor the Warrant Certificate
          or
          Certificates which the Registered Holder making the exchange shall be entitled
          to receive.

         

        (b)  The
          Warrant Agent shall keep at its office books in which, subject to such
          reasonable regulations as it may prescribe, it shall register Warrant
          Certificates and the transfer thereof in accordance with its regular practice.
          Upon due presentment for registration of transfer of any Warrant Certificate
          at
          its office, the Company shall execute and the Warrant Agent shall issue
          and
          deliver to the transferee or transferees a new Warrant Certificate or
          Certificates representing an equal aggregate number of Warrants.

         

        (c)  With
          respect to all Warrant Certificates presented for registration of transfer,
          or
          for exchange or exercise, the exercise form on the reverse thereof shall
          be duly
          endorsed, or be accompanied by a written instrument or instruments of transfer
          and subscription, in form satisfactory to the Company, duly executed by
          the
          Registered Holder or his attorney-in-fact duly authorized in
          writing.

         

        (d)  The
          Company may require payment by such holder of a sum sufficient to cover
          any tax
          or other governmental charge that may be imposed in connection
          therewith.

         

        (e)  All
          Warrant Certificates surrendered for exercise or for exchange in case of
          mutilated Warrant Certificates shall be promptly canceled by the Warrant
          Agent
          and thereafter retained by the Warrant Agent until termination of this
          Agreement
          or resignation of the Warrant Agent, or disposed of or destroyed, at the
          direction of the Company.

         

        (f)  Prior
          to
          due presentment for registration of transfer thereof, the Company and the
          Warrant Agent may deem and treat the Registered Holder of any Warrant
          Certificate as the absolute owner thereof and of each Warrant represented
          thereby (notwithstanding any notations of ownership or writing thereon
          made by
          anyone other than a duly authorized officer of the Company or the Warrant
          Agent)
          for all purposes and shall not be affected by any notice to the
          contrary.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SECTION
          7.  LOSS
          OR MUTILATION.

         

        Upon
          receipt by the Company and the Warrant Agent of evidence satisfactory to
          them of
          the ownership of and loss, theft, destruction or mutilation of any Warrant
          Certificate and (in case of loss, theft or destruction) of indemnity
          satisfactory to them, and (in the case of mutilation) upon surrender and
          cancellation thereof, the Company shall execute and the Warrant Agent shall
          (in
          the absence of notice to the Company and/or Warrant Agent that the Warrant
          Certificate has been acquired by a bona fide purchaser) countersign and
          deliver
          to the Registered Holder in lieu thereof a new Warrant Certificate of like
          tenor
          representing an equal aggregate number of Warrants. Applicants for a substitute
          Warrant Certificate shall comply with such other reasonable regulations
          and pay
          such other reasonable charges as the Warrant Agent may prescribe.

         

        SECTION
          8.  ANTI-DILUTION
          PROVISIONS.

         

        The
          Exercise Price in effect at any time and the number and kind of securities
          purchasable upon the exercise of the Warrants shall be subject to adjustment
          from time to time upon the happening of certain events as follows:

         

        (a)  In
          case
          the Company shall hereafter (i) declare a dividend or make a distribution
          on its
          outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide
          or
          reclassify its outstanding shares of Common Stock into a greater number
          of
          shares, or (iii) combine or reclassify its outstanding shares of Common
          Stock
          into a smaller number of shares, the Exercise Price in effect at the time
          of
          such dividend or distribution or of the effective date of such subdivision,
          combination or reclassification shall be adjusted so that it shall equal
          the
          price determined by multiplying the Exercise Price by a fraction, the
          denominator of which shall be the number of shares of Common Stock outstanding
          after giving effect to such action, and the numerator of which shall be
          the
          number of shares of Common Stock outstanding immediately prior to such
          action.
          Such adjustment shall be made successively whenever any event listed above
          shall
          occur.

         

        (b)  Subject
          to the provisions of Subsection (k) below, in case the Company shall fix
          a
          record date for the issuance of rights or warrants to all holders of its
          Common
          Stock entitling them to subscribe for or purchase shares of Common Stock
          (or
          securities convertible into Common Stock) at a price (the “Subscription
          Price”)
          (or
          having a conversion price per share) less than the current market price
          on such
          record date or less than the Exercise Price on such record date, the Exercise
          Price shall be adjusted so that the same shall equal the lower of (i) the
          price
          determined by multiplying the Exercise Price in effect immediately prior
          to the
          date of such issuance by a fraction, the numerator of which shall be the
          sum of
          (x) the number of Common Stock Equivalents Outstanding (as defined below)
          on the
          record date mentioned below and (y) the number of additional shares of
          Common
          Stock which the aggregate offering price of the total number of shares
          of Common
          Stock so offered (or the aggregate conversion price of the convertible
          securities so offered) would purchase at such current market price per
          share of
          the Common Stock, and the denominator of which shall be the sum of (x)
          the
          number of Common Stock Equivalents Outstanding on such record date and
          (y) the
          number of additional shares of Common Stock offered for subscription or
          purchase
          (or into which the convertible securities so offered are convertible) or
          (ii) in
          the event the Subscription Price is equal to or higher than the current
          market
          price but is less than the Exercise Price, the price determined by multiplying
          the Exercise Price in effect immediately prior to the date of issuance
          by a
          fraction, the numerator of which shall be the sum of the (x) number of
          Common
          Stock Equivalents Outstanding on the record date mentioned below and (y)
          the
          number of additional shares of Common Stock which the aggregate offering
          price
          of the total number of shares of Common Stock so offered (or the aggregate
          conversion price of the convertible securities so offered) would purchase
          at the
          Exercise Price in effect immediately prior to the date of such issuance,
          and the
          denominator of which shall be the sum of (x) the number of Common Stock
          Equivalents Outstanding on the record date mentioned below and (y) the
          number of
          additional shares of Common Stock offered for subscription or purchase
          (or into
          which the convertible securities so offered are convertible). For purposes
          of
          this Section 8, “Common
          Stock Equivalents Outstanding”
          shall
          mean the number of shares of Common Stock that is equal to the sum of (1)
          all
          shares of Common Stock of the Company that are outstanding at the time
          in
          question, plus (2) all shares of Common Stock of the Company issuable,
          directly
          or indirectly, upon conversion of all shares of preferred stock or other
          stock
          or other securities convertible into or exchangeable, directly or indirectly,
          for shares of Common Stock without the payment of additional consideration
          (“Convertible
          Securities”)
          that
          are outstanding at the time in question. Such adjustment shall be made
          successively whenever such rights or warrants are issued and shall become
          effective immediately after the record date for the determination of
          shareholders entitled to receive such rights or warrants; and to the extent
          that
          shares of Common Stock are not delivered (or securities convertible into
          Common
          Stock are not delivered) after the expiration of such rights or warrants
          the
          Exercise Price shall be readjusted to the Exercise Price which would then
          be in
          effect had the adjustments made upon the issuance of such rights or warrants
          been made upon the basis of delivery of only the number of shares of Common
          Stock (or securities convertible into Common Stock) actually
          delivered.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)  In
          case
          the Company shall hereafter distribute to the holders of its Common Stock
          evidences of its indebtedness or assets (excluding cash dividends or
          distributions and dividends or distributions referred to in Subsection
          (a)
          above) or subscription rights or warrants (excluding those referred to
          in
          Subsection (b) above), then in each such case the Exercise Price in effect
          thereafter shall be determined by multiplying the Exercise Price in effect
          immediately prior thereto by a fraction, the numerator of which shall be
          (x) the
          total number of Common Stock Equivalents Outstanding multiplied by the
          current
          market price per share of Common Stock, less (y) the fair market value
          (as
          determined by the Company’s Board of Directors) of said assets or evidences of
          indebtedness so distributed or of such rights or warrants, and the denominator
          of which shall be the total number of Common Stock Equivalents Outstanding
          multiplied by such current market price per share of Common Stock. Such
          adjustment shall be made successively whenever such a record date is fixed.
          Such
          adjustment shall be made whenever any such distribution is made and shall
          become
          effective immediately after the record date for the determination of
          shareholders entitled to receive such distribution.

         

        (d)  Subject
          to the provisions of Subsection (k) below, in case the Company shall hereafter
          issue shares of its Common Stock (excluding shares (i) issued in any of
          the
          transactions described in Subsections (a), (b) or (e), (ii) issued to
          shareholders of any corporation which merges into the Company in proportion
          to
          their stock holdings of such corporation immediately prior to such merger,
          upon
          such merger, (iii) issued in a bona fide public offering pursuant to a
          firm
          commitment underwriting, (iv) issued in connection with an acquisition
          of a
          business or technology which has been approved by a majority of the Company’s
          non-employee directors, (v) issued in connection with the payment of interest
          or
          dividends with respect to any securities issued to investors or placement
          agents
          and/or their designees in connection with the Financings or upon conversion
          or
          exercise of such securities, or (vi) issued upon exercise of options, warrants,
          convertible securities and convertible debentures) for a consideration
          per share
          (the “Offering
          Price”)
          less
          than either the current market price or less than the Exercise Price, the
          Exercise Price shall be adjusted immediately thereafter so that it shall
          equal
          the lower of (i) the price determined by multiplying the Exercise Price
          in
          effect immediately prior thereto by a fraction, the numerator of which
          shall be
          the sum of (x) the number of Common Stock Equivalents Outstanding immediately
          prior to the issuance of such additional shares and (y) the number of shares
          of
          Common Stock which the aggregate consideration received for the issuance
          of such
          additional shares would purchase at such current market price per share
          of
          Common Stock, and the denominator of which shall be the number of Common
          Stock
          Equivalents Outstanding immediately after the issuance of such additional
          shares
          or (ii) in the event the Offering Price is equal to or higher than the
          current
          market price per share but less than the Exercise Price, the price determined
          by
          multiplying the Exercise Price in effect immediately prior to the date
          of
          issuance by a fraction, the numerator of which shall be (x) the number
          of Common
          Stock Equivalents Outstanding immediately prior to the issuance of such
          additional shares and (y) the number of shares of Common Stock which the
          aggregate consideration received (determined as provided in Subsection
          (h)
          below) for the issuance of such additional shares would purchase at the
          Exercise
          Price in effect immediately prior to the date of such issuance, and the
          denominator of which shall be the number of Common Stock Equivalents Outstanding
          immediately after the issuance of such additional shares. Such adjustment
          shall
          be made successively whenever such an issuance is made, and too the extent
          that
          shares of Common Stock (or securities convertible into Common Stock), expire,
          are cancelled or are redeemed after their issuance, the Conversion Price
          shall
          be readjusted to the Conversion Price that would then be in effect had
          the
          adjustments made upon the issuance of convertible securities been made
          upon the
          basis of delivery of only the number of shares of Common Stock (or securities
          convertible into Common Stock) actually issued.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e)  Subject
          to the provisions of Subsection (k) below, in case the Company shall hereafter
          issue any securities convertible into or exercisable or exchangeable for
          its
          Common Stock (excluding (1) securities issued in transactions described
          in
          Subsections (b), (c) and (d)(i) through (vii), (ii) options granted to
          the
          Company’s officers, directors, employees and consultants under a plan or plans
          adopted by the Company’s Board of Directors, if such options would otherwise be
          included in this Subsection (e) (but only to the extent that the aggregate
          number of shares issuable upon exercise of the options excluded hereby
          and
          issued after the date hereof, shall not exceed 10% of the Company’s Common Stock
          outstanding, on a fully diluted basis, at the time of any issuance unless
          such
          excess issuances are approved by the non-employee members of the Company’s Board
          of Directors or by a committee comprised of a majority of non-employee
          directors) and (iii) options, warrants, convertible securities and convertible
          debentures outstanding as of the date hereof or upon issuance, or subsequent
          exercise or conversion of, or in connection with the payment of in kind
          interest
          or dividends with respect to, any securities issued to investors or the
          placement agents and/or their designees in connection with the Bridge or
          upon
          conversion or exercise of such securities) for a consideration per share
          of
          Common Stock (the “Exchange
          Price”)
          initially deliverable upon conversion, exercise or exchange of such securities
          (determined as provided in Subsection (h) below) less than the current
          market
          price or less than the Exercise Price, the Exercise Price shall be adjusted
          immediately thereafter so that it shall equal the lower of (i) the price
          determined by multiplying the Exercise Price in effect immediately prior
          thereto
          by a fraction, the numerator of which shall be the sum of (x) the number
          of
          Common Stock Equivalents Outstanding immediately prior to the issuance
          of such
          securities and (y) the number of shares of Common Stock which the aggregate
          consideration paid for such securities (plus the aggregate exercise price
          if
          such convertible securities are options or warrants) would purchase at
          such
          current market price per share of Common Stock, and the denominator of
          which
          shall be the sum of (x) the number of Common Stock Equivalents Outstanding
          immediately prior to such issuance and (y) the maximum number of shares
          of
          Common Stock of the Company deliverable upon conversion, exercise or exchange
          of
          such securities at the initial Exchange Price or (ii) in the event the
          Exchange
          Price is equal to or higher than the current market price per share but
          less
          than the Exercise Price, the price determined by multiplying the Exercise
          Price
          in effect immediately prior to the date of issuance by a fraction, the
          numerator
          of which shall be the sum of (x) the number of Common Stock Equivalents
          Outstanding immediately prior to the issuance of such securities and (y)
          the
          number of shares of Common Stock which the aggregate consideration received
          (determined as provided in Subsection (h) below) for such securities would
          purchase at the Exercise Price in effect immediately prior to the date
          of such
          issuance, and the denominator of which shall be the sum of (x) the number
          of
          Common Stock Equivalents Outstanding immediately prior to the issuance
          of such
          securities and (y) the maximum number of shares of Common Stock of the
          Company
          deliverable upon conversion of or in exchange for such securities at the
          initial
          conversion or exchange price or rate. Such adjustment shall be made successively
          whenever such an issuance is made; and to the extent that shares of Common
          Stock
          are not delivered after the expiration of such securities the Exercise
          Price
          shall be readjusted to the Exercise Price which would then be in effect
          had the
          adjustments made upon the issuance of such securities been made upon the
          basis
          of delivery of only the number of shares of Common Stock actually
          delivered.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (f)  Whenever
          the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
          to
          Subsections (a), (b), (c), (d) and (e) above or (k) below, the number of
          shares
          of Common Stock purchasable upon exercise of this Warrant shall simultaneously
          be adjusted by multiplying the number of shares of Common Stock initially
          issuable upon exercise of this Warrant by the Exercise Price in effect
          immediately prior to the adjustment and dividing the product so obtained
          by the
          Exercise Price, as adjusted.

         

        (g)  No
          adjustment in the Exercise Price shall be required unless such adjustment
          would
          require an increase or decrease of at least one cents ($0.01) in such price;
          provided, however, that any adjustments which by reason of this Section
          8 are
          not required to be made shall be carried forward and taken into account
          in any
          subsequent adjustment required to be made hereunder;

         

        (h)  For
          purposes of any computation respecting consideration received pursuant
          to
          Subsections (d) and (e) above, the following shall apply:

         

        (A)  in
          the
          case of the issuance of shares of Common Stock for cash, the consideration
          shall
          be the amount of such cash, provided that in no case shall any deduction
          be made
          for any commissions, discounts or other expenses incurred by the Company
          for any
          underwriting of the issue or otherwise in connection therewith;

         

        (B)  in
          the
          case of the issuance of shares of Common Stock for a consideration in whole
          or
          in part other than cash, the consideration other than cash shall be deemed
          to be
          the fair market value thereof as determined in good faith by the Board
          of
          Directors of the Company (irrespective of the accounting treatment thereof),
          whose determination shall be conclusive; and

         

        (C)  in
          the
          case of the issuance of securities convertible into or exchangeable for
          shares
          of Common Stock, the aggregate consideration received therefor shall be
          deemed
          to be the consideration received by the Company for the issuance of such
          securities plus the additional minimum consideration, if any, to be received
          by
          the Company upon the conversion or exchange thereof (the consideration
          in each
          case to be determined in the same manner as provided in clauses (A) and
          (B) of
          this Subsection (h)).

         

        (i)  For
          the
          purpose of any computation under Subsections (b), (c), (d) and (e) above,
          the
          current market price per share of Common Stock at any date shall be deemed
          to be
          the higher of (i) the average of the prices for thirty (30) consecutive
          business
          days before such date, or (ii) the average of the prices for five (5)
          consecutive business days immediately preceding such date determined as
          follows:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (A)  If
          the
          Common Stock is listed on a national securities exchange or admitted to
          unlisted
          trading privileges on such exchange or listed for trading on the Nasdaq
          Stock
          Market (“Nasdaq”), the current market value shall be the last reported sale
          price of the Common Stock on such exchange or market on such trading day
          or if
          no such sale is made on such day, the average closing bid and asked prices
          for
          such day on such exchange or market;

         

        (B)  If
          the
          Common Stock is not so listed or admitted to unlisted trading privileges,
          but is
          traded in the over-the-counter market, the current market value shall be
          the
          mean of the average of the last reported bid and asked prices reported
          by the
          National Quotation Bureau, Inc. for such trading day; or 

         

        (C)  If
          the
          Common Stock is not so listed or admitted to unlisted trading privileges
          and bid
          and asked prices are not so reported, the current market value shall be
          an
          amount determined in such reasonable manner as may be prescribed by the
          Board of
          Directors of the Company.

         

        (j)  All
          calculations under this Section 8 shall be made to the nearest cent or
          to the
          nearest one-hundredth of a share, as the case may be. Anything in this
          Section 8
          to the contrary notwithstanding, the Company shall be entitled, but shall
          not be
          required, to make such changes in the Exercise Price, in addition to those
          required by this Section 8, as it shall determine, in its sole discretion,
          to be
          advisable in order that any dividend or distribution in shares of Common
          Stock,
          or any subdivision, reclassification or combination of Common Stock, hereafter
          made by the Company shall not result in any Federal Income tax liability
          to the
          holders of Common Stock or securities convertible into Common Stock (including
          the notes issued in the Financings and the Warrants).

         

        (k)  Notwithstanding
          the provisions of this Section 8, in the event that the Company shall at
          any
          time prior to the first anniversary of the Initial Warrant Exercise Date
          issue
          securities under Subsections (b), (d) or (e) (but subject to the exemptions
          specified therein other than clause (iii) of Subsection (d) having an Offering
          Price, Subscription Price or Conversion Price less than the Exercise Price
          (whether initially or due to provisions in such securities requiring price
          reductions as a result of anti-dilution adjustments, the passage of time,
          “discount to market” or similar provisions), then the Exercise Price shall be
          immediately reset to equal such lower Offering Price, Subscription Price
          or
          Conversion Price.

         

        (l)  In
          the
          event that at any time, as a result of an adjustment made pursuant to Subsection
          (a) above, the Holder of this Warrant thereafter shall become entitled
          to
          receive any shares of the Company, other than Common Stock, thereafter
          the
          number of such other shares so receivable upon exercise of this Warrant
          shall be
          subject to adjustment from time to time in a manner and on terms as nearly
          equivalent as practicable to the provisions with respect to the Common
          Stock
          contained in Subsections (a) to (k), inclusive above.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (m)  In
          case
          of any reclassification or capital reorganization, or in case of any
          consolidation or merger of the Company with or into another corporation
          (other
          than a merger with a subsidiary in which merger the Company is the continuing
          corporation and which does not result in any reclassification or capital
          reorganization) or in case of any sale, lease or conveyance to another
          corporation of the property of the Company as an entirety, the Company
          shall, as
          a condition precedent to such transaction, cause effective provisions to
          be made
          so that the holder of this Warrant shall have the right thereafter upon
          conversion of this Warrant in accordance with the provisions of this Section
          8,
          to purchase the kind and amount of shares of stock and other securities
          and
          property receivable upon such reclassification, capital reorganization,
          consolidation, merger, sale or conveyance by a holder of the number of
          shares of
          Common Stock which might have been received upon conversion of this Warrant
          immediately prior to such reclassification, consolidation, merger, sale
          or
          conveyance. Any such provision shall include provision for adjustments
          which
          shall be as nearly equivalent as may be practicable to the adjustments
          provided
          for in this Warrant. The Company shall not effect any such consolidation,
          merger, sale, transfer or other disposition, unless prior to or simultaneously
          with the consummation thereof the successor corporation (if other than
          the
          Company) resulting from such consolidation or merger or the corporation
          purchasing or otherwise acquiring such properties shall assume, by written
          instrument executed and mailed or delivered to the holder of this Warrant
          at the
          last address of such holder appearing on the books of the Company, the
          obligation to deliver to such holder such shares of stock, securities,
          cash or
          properties as, in accordance with the foregoing provisions, such holder
          may be
          entitled to acquire. The above provisions of this paragraph shall similarly
          apply to successive reorganizations, reclassifications, consolidations,
          mergers,
          sales, transfers or other dispositions.

         

        (n)  The
          Company shall promptly give written notice of any adjustment under this
          Section
          8 to the Warrant Agent (if other than the Company), the Placement Agent
          and each
          Registered Holder of the Warrants.

         

        SECTION
          9.  REGISTRATION
          UNDER THE SECURITIES ACT OF 1933.

         

        The
          Company agrees to register the Warrant Shares for resale under the Securities
          Act on the terms and subject to the conditions set forth in Section 1.2
          of the
          Registration Rights Agreement between the Company and each of the investors
          in
          the Private Placement Offering.

         

        SECTION
          10.  FRACTIONAL
          WARRANTS AND FRACTIONAL SHARES.

         

        If
          the
          number of shares of Common Stock purchasable upon the exercise of each
          Warrant
          is adjusted pursuant to Section 8 hereof, the Company shall nevertheless
          not be
          required to issue fractions of shares, upon exercise of the Warrants or
          otherwise, or to distribute certificates that evidence fractional shares.
          With
          respect to any fraction of a share called for upon any exercise hereof,
          the
          Company shall pay to the Holder an, amount in cash equal to such fraction
          multiplied by the current market value of such fractional share, determined
          as
          follows:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (a)  If
          the
          Common Stock is listed on a national securities exchange or admitted to
          unlisted
          trading privileges on such exchange or listed for trading on Nasdaq, the
          current
          market value shall be the average of the last reported sale prices of the
          Common
          Stock on such exchange for the 10 trading days prior to the date of exercise
          of
          this Warrant; provided that if no such sale is made on a day within such
          period
          or no closing sale price is quoted, that day’s market value shall be the average
          of the closing bid and asked prices for such day on such exchange or system;
          or

         

        (b)  If
          the
          Common Stock is listed in the over-the-counter market (other than on Nasdaq)
          or
          admitted to unlisted trading privileges, the current market value shall
          be the
          mean of the last reported bid and asked prices reported by the National
          Quotation Bureau, Inc. for the 10 trading days prior to the date of the
          exercise
          of this Warrant; or

         

        (c)  If
          the
          Common Stock is not so listed or admitted to unlisted trading privileges
          and bid
          and asked prices are not so reported, the current market value shall be
          an
          amount determined in a reasonable manner by the Board of Directors of the
          Company.

         

        SECTION
          11.  WARRANT
          HOLDERS NOT DEEMED STOCKHOLDERS.

         

        No
          holder
          of Warrants shall, as such, be entitled to vote or to receive dividends
          or be
          deemed the holder of Common Stock that may at any time be issuable upon
          exercise
          of such Warrants for any purpose whatsoever, nor shall anything contained
          herein
          be construed to confer upon the holder of Warrants, as such, any of the
          rights
          of a stockholder of the Company or any right to vote for the election of
          directors or upon any matter submitted to stockholders at any meeting thereof,
          or to give or withhold consent to any corporate action (whether upon any
          recapitalization, issue or reclassification of stock, change of par value
          or
          change of stock to no par value, consolidation, merger or conveyance or
          otherwise), or to receive notice of meetings, or to receive dividends or
          subscription rights, until such Holder shall have exercised such Warrants
          and
          been issued shares of Common Stock in accordance with the provisions
          hereof.

         

        SECTION
          12.  RIGHTS
          OF ACTION.

         

        All
          rights of action with respect to this Agreement are vested in the respective
          Registered Holders of the Warrants, and any Registered Holder of a Warrant,
          without consent of the Warrant Agent or of the holder of any other Warrant,
          may,
          on his own behalf and for his own benefit, enforce against the Company
          his right
          to exercise his Warrants for the purchase of shares of Common Stock in
          the
          manner provided in the Warrant Certificate and this Agreement.

         

        SECTION
          13.  AGREEMENT
          OF WARRANT HOLDERS.

         

        Every
          holder of a Warrant, by his acceptance thereof, consents and agrees with
          the
          Company, the Warrant Agent and every other holder of a Warrant
          that:

         

        (a)  The
          Warrants are transferable only on the registry books of the Warrant Agent
          by the
          Registered Holder thereof in person or by his attorney duly authorized
          in
          writing and only if the Warrant Certificates representing such Warrants
          are
          surrendered at the office of the Warrant Agent, duly endorsed or accompanied
          by
          a proper instrument of transfer satisfactory to the Warrant Agent and the
          Company in their sole discretion, together with payment of any applicable
          transfer taxes; and

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)  The
          Company may deem and treat the person in whose name the Warrant Certificate
          is
          registered as the holder and as the absolute, true and lawful owner of
          the
          Warrants represented thereby for all purposes, and the Company shall not
          be
          affected by any notice or knowledge to the contrary, except as otherwise
          expressly provided in Section 7 hereof.

         

        SECTION
          14.  CANCELLATION
          OF WARRANT CERTIFICATES.

         

        If
          the
          Company shall purchase or acquire any Warrant or Warrants, the Warrant
          Certificate or Warrant Certificates evidencing the same shall thereupon
          be
          canceled by it and retired. The Warrant Agent shall also cancel Common
          Stock
          following exercise of any or all of the Warrants represented thereby or
          delivered to it for transfer, splitup, combination or exchange.

         

        SECTION
          15.  MODIFICATION
          OF AGREEMENT.

         

        The
          parties hereto may by supplemental agreement make any changes or corrections
          in
          this Agreement (i) that it shall deem appropriate to cure any ambiguity
          or to
          correct any defective or inconsistent provision or manifest mistake or
          error
          herein contained; (ii) to reflect an increase in the number of Warrants
          which
          are to be governed by this Agreement resulting from an increase in the
          size of
          the Financings; or (iii) that it may deem necessary or desirable and which
          shall
          not materially adversely affect the interests of the holders of Warrant
          Certificates; provided, however, that this Agreement shall not otherwise
          be
          modified, supplemented or altered in any material respect except with the
          consent in writing of the Company, the Placement Agent and the holders
          of at
          least a majority of the outstanding Warrants except that nothing shall
          prevent
          the Company and a Registered Holder from consenting to modifications to
          this
          Agreement which affect or are applicable to such Registered Holder
          only.

         

        SECTION
          16.  NOTICES.

         

        All
          notices, requests, consents and other communications hereunder shall be
          in
          writing and shall be deemed to have been made when delivered or mailed
          first
          class registered or certified mail, postage prepaid as follows: if to the
          Registered Holder of a Warrant Certificate, at the address of such holder
          as
          shown on the registry books maintained by the Warrant Agent; if to the
          Company,
          at 1125 S. Walnut St, South Bend, Indiana 46619, Attention: John Martell;
          if to
          the Warrant Agent, at its Corporate Office and if to the Placement Agent,
          at 33
          Whitehall Street, 17’ Floor, New York, New York 10004, Attention-

         

        SECTION
          17.  GOVERNING
          LAW.

         

        This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York.

         

        SECTION
          18.  BINDING
          EFFECT.

         

        This
          Agreement shall be binding upon and inure to the benefit of the Company
          and the
          Warrant Agent (and their respective successors and assigns) and the holders
          from
          time to time of Warrant Certificates. Nothing in this Agreement is intended
          or
          shall be construed to confer upon any other person any right, remedy or
          claim,
          in equity or at law, or to impose upon any other person any duty, liability
          or
          obligation.

         

        SECTION
          19.  TERMINATION.

         

        This
          Agreement shall terminate on the earlier to occur of (i) the close of business
          on the second day following the Warrant Expiration Date; or (ii) the date
          upon
          which all Warrants have been exercised.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        SECTION
          20.  COUNTERPARTS.

         

        This
          Agreement may be executed in several counterparts, which taken together
          shall
          constitute a single document.

         


        
          
            
               

            

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
          executed as of the date first above written.

         

        


         

        

          


          
            	 	 	
                    MAGNETECH
                      INDUSTRIAL SERVICES, INC.

                  
	 	 	 
	 	
                    By:

                  	
                    /s/
                      John A. Martell

                  
	 	
                    Name:

                  	
                    John
                      A. Martell

                  
	 	
                    Title:

                  	
                    President

                  
	 	 	 
	 	 	 
	 	 	
                    MAGNETECH
                      INTEGRATED SERVICES, CORP.

                  
	 	 	 
	 	
                    By:

                  	
                    /s/
                      John A. Martell

                  
	 	
                    Name:

                  	
                    John
                      A. Martell

                  
	 	
                    Title:

                  	
                    President
                      and Chief Executive Officer

                  
	 	 	 
	 	 	 
	 	 	
                    STRASBOURGER
                      PEARSON TULCIN WOLFF INCORPORATED

                  
	 	 	 
	 	
                    By:

                  	
                    /s/
                      Michael Schumacher

                  
	 	
                    Name:

                  	
                    Michael
                      Schumacher

                  
	 	
                    Title:

                  	
                    Presidnet

                  
	 	 	 
	 	 	 


          

          


          


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


      

       

      NEITHER
        THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNTIL
        (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE
        “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO, OR
        (2) RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY
        TO THE ISSUER TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS
        NOT
        REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN
        VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. 

       

      THE
        WARRANTS ARE SUBJECT TO REDEMPTION BY THE COMPANY UNDER CERTAIN CIRCUMSTANCES
        DESCRIBED IN THE WARRANT AGREEMENT. 

       

      
        	
                No.
                  MH ______

                 

              	
                __________
                  Warrants

                 

              


      

      VOID
        AFTER DECEMBER 13, 2014

       

      WARRANT
        CERTIFICATE FOR PURCHASE OF COMMON STOCK

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

       

       

      This
        certifies that FOR VALUE RECEIVED Strasbourger Pearson Tulcin Wolff Inc.,
        or
        registered assigns (the “Registered Holder”) is the owner of the number of
        Warrants (“Warrants”)
        specified above. Each Warrant initially entitles the Registered Holder to
        purchase, subject to the terms and conditions set forth in this Certificate
        and
        the Warrant Agreement (as hereinafter defined), one fully paid and no assessable
        share of common stock (“Common
        Stock”)
        of
        Magnetech Industrial Holdings, Inc., an Indiana corporation (the “Company”),
        at
        any time commencing on the Initial Exercise Date (as defined in the Warrant
        Agreement) and prior to the Expiration Date (as hereinafter defined), upon
        the
        presentation and surrender of this Warrant Certificate with the Exercise
        Form on
        the reverse hereof duly executed, at the corporate office of the Company,
        as
        warrant agent, or its successor (the “Warrant
        Agent”),
        accompanied by payment of an amount equal to 0.01 cents per share for each
        Warrant (the “Exercise
        Price”)
        in
        lawful money of the United States of America in cash or by official bank
        or
        certified check made payable to Magnetech Integrated Services Corp. The Company
        may, at its election, reduce the Exercise Price. 

       

      This
        Warrant Certificate and each Warrant represented hereby are issued pursuant
        to
        and are subject in all respects to the terms and conditions set forth in
        the
        Warrant Agreement (the “Warrant
        Agreement”),
        dated
        December 13, 2004 between the Company and Strasbourger Pearson Tulcin Wolff
        Incorporated. 

       

      In
        the
        event of certain contingencies provided for in the Warrant Agreement, the
        Exercise Price or the number of shares of Common Stock subject to purchase
        upon
        the exercise of each Warrant represented hereby are subject to modification
        or
        adjustment. 

       

      Each
        Warrant represented hereby is exercisable at the option of the Registered
        Holder, but no fractional shares of Common Stock will be issued. In the case
        of
        the exercise of less than all the Warrants represented hereby, the Company
        shall
        cancel this Warrant Certificate upon the 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      surrender
        hereof and shall execute and deliver a new Warrant Certificate or Warrant
        Certificates of like tenor, which the Warrant Agent shall countersign, for
        the
        balance of such Warrants. 

       

      The
        term
“Expiration Date” shall mean 5:00 P.M. (New York time) on December 13, 2014. If
        such date shall in the State of New York be a holiday or a day on which the
        banks are authorized to close, then the Expiration Date shall mean 5:00 P.M.
        (New York time) the next following day which in the Sate of New York is not
        a
        holiday or a day on which banks are authorized to close. The Company may,
        at its
        election, extend the Expiration Date. 

       

      This
        Warrant Certificate is exchangeable, upon the surrender hereof by the Registered
        Holder at the corporate office of the Warrant Agent, for a new Warrant
        Certificate or Warrant Certificates of like tenor representing an equal
        aggregate number of Warrants, each of such new Warrant Certificates to represent
        such number of Warrants as shall be designated by such Registered Holder
        at the
        time of such surrender. Upon due presentment with any tax or other governmental
        charge imposed in connection therewith, for registration of transfer of this
        Warrant Certificate at such office, a new Warrant Certificate or Warrant
        Certificates representing an equal aggregate number of Warrants will be issued
        to the transferee in exchange therefor, subject to the limitations provided
        in
        the Warrant Agreement. 

       

      Prior
        to
        the exercise of any Warrant represented hereby, the Registered Holder shall
        not
        be entitled to any of the rights of a stockholder of the Company, including,
        without limitation, the right to vote or to receive dividends or other
        distributions, and shall not be entitled to receive any notice of any
        proceedings of the Company, except as provided in the Warrant Agreement.
        

       

      Prior
        to
        due presentment for registration of transfer hereof, the Company may deem
        and
        treat the Registered Holder as the absolute owner hereof and of each Warrant
        represented hereby (notwithstanding any notations of ownership or writing
        hereon
        made by anyone other than a duly authorized officer of the Company) for all
        purposes and shall not be affected by any notice to the contrary. 

       

      This
        Warrant Certificate shall be governed by and construed in accordance with
        the
        laws of the State of New York. 

       

      IN
        WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
        executed as of the date set forth above. 

       

      
        	 	 	 	
                MAGNETECH
                  INTEGRATED SERVICES CORP.

              
	
                Dated:

              	 December
                13, 2005	 	 	 
	 	 	 	
                By:

              	 /s/
                John A. Martell
	 	 	 	
                Name:

              	
                John
                  A. Martell

              
	 	 	 	
                Title:

              	
                President
                  and Chief Executive Officer

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        

          JOINDER
            AGREEMENT

           

          for

           

          WARRANT
            AGREEMENT

           

          THIS
            JOINDER AGREEMENT (“Agreement”) is entered into as of December 13, 2004 (the
“Effective Date”) by and among the transferees (the “Transferees”) set forth on
            the signature page hereto, Magnetech Industrial Services, Inc. (“MIS”) and
            Magnetech Integrated Services Corp. (the “Company”).

           

          WHEREAS,
            the Warrant Agreement among Strasbourger Pearson Tulcin Wolff Inc. (the
            “Placement Agent”) and MIS and the Company sets forth and describes the rights
            and obligations with respect to, among other things, the issuance of
            common
            stock purchase warrants (“Warrants”) to the Placement Agent; and

           

          WHEREAS,
            in connection with the transfer and reissuance of such common stock purchase
            warrants to the Transferees, all of the parties desire the Transferees
            to become
            parties to the Warrant Agreement;

           

          NOW
            THEREFORE, in consideration of the foregoing and of the representations,
            warranties and covenants set forth in the Warrant Agreement and for other
            good
            and valuable consideration, the receipt and sufficiency of which are
            hereby
            acknowledged, the parties hereby agree as follows:

           

          1.  Joinder

           

          .
            The
            Transferees are hereby added as, and each of them shall be deemed a party
            to,
            the Warrant Agreement, bound by all the provisions thereof, subject to
            all the
            obligations therein imposed on the Placement Agent, and entitled to all
            the
            rights therein granted to the Placement Agent.

           

          2.  Successors
            and Assigns

           

          .
            This
            Agreement shall be binding upon and inure to the benefit of the parties
            hereto
            and their respective successors and permitted assigns.

           

          3.  Notices

           

          .
            All
            notices, requests, demands and other communications required or permitted
            to be
            given to be given under the Warrant Agreement shall be given to the Transferees
            at the addresses set forth in their respective Investor Questionnaires
            previously delivered to the Company.

           

          4.  Governing
            Law

           

          .
            This
            Agreement shall be construed, and the rights and liabilities of the parties
            hereto determined, in accordance with the internal laws of the State
            of New
            York.

           

          5.  Captions,
            Definitions

           

          .
            The
            captions to this Agreement are for convenience of reference only and
            in no way
            define, limit or describe the scope or intent of this Agreement or any
            part
            hereof, nor in any way affect this Agreement or any part hereof. Capitalized
            terms not defined herein shall have the meanings given to them in the
            Warrant
            Agreement.

           

          6.  Effective
            Date

           

          .
            This
            Agreement shall be effective as of the Effective Date.

           

          7.  Counterparts

           

          .
            This
            Agreement may be executed in several counterparts, which together shall
            constitute a single document.

           


          
            
              
                 

              

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties hereto have executed this Agreement as of
            the
            Effective Date.

           

          


          
            	
                    Magnatech
                      Industrial Services, Inc.

                  	 
	 	 
	 	 
	
                    By: 
                      /s/ John A. Martell 

                  	 
	
                    Name: John
                      A. Martell

                  	 
	
                    Title: President
                      and Chief Executive
                      Officer

                  	 
	 	 
	 	 
	 	 
	
                    By:  Signatories
                      [see attached Exhibit 1]

                  	 
	
                    Name: 

                  	 
	
                    Title: 

                  	 
	 	 
	 	 
	
                    Magnatech
                      Integrated Services Corp.

                  	 
	 	 
	 	 
	
                    By:  /s/
                      John A. Martell 

                  	 
	
                    Name: John
                      A. Martell

                  	 
	
                    Title: President
                      and Chief Executive
                      Officer

                  	 


          

          
 

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    Exhibit
      1

     

     

    

      Schedule
        to Form of Warrant Certificate

      and
        Joinder Agreement

       

      Recipients
        of Warrants

       

       

      


       

      
        	
                 

                Certificate
                  Number

                 

              	
                 

                Date

                 

              	
                 

                Recipient

                 

              	
                 

                Number
                  of Warrants

                 

              
	
                 

                1

                 

              	
                 

                12/13/04

                 

              	
                 

                Ron
                  Moeschetta

                 

              	
                 

                600,000

                 

              
	
                 

                2

                 

              	
                 

                12/13/04

                 

              	
                 

                Andy
                  Gonchar

                 

              	
                 

                600,000

                 

              
	
                 

                3

                 

              	
                 

                12/13/04

                 

              	
                 

                P.
                  Tony Polyviou

                 

              	
                 

                600,000

                 

              
	
                 

                4

                 

              	
                 

                12/13/04

                 

              	
                 

                Donna
                  D. Kress

                 

              	
                 

                750,000

                 

              
	
                 

                5

                 

              	
                 

                12/13/04

                 

              	
                 

                Phoenix
                  Holdings Inc.

                 

              	
                 

                1,950,000

                 

              
	 	 	
                 

                Total

                 

              	
                 

                4,500,000