Placement Agency Agreement, dated April 26, 2004 between Magnetech Industrial
      Services, Inc. and Strasbourger Pearson Tulcin Wolff Incorporated


    

       

      Exhibit
        10.1

       

      


       

      MAGNETECH
        INDUSTRIAL SERVICES, INC.

       

      PLACEMENT
        AGENCY AGREEMENT

       

      Strasbourger
        Pearson Tulcin Wolff Incorporated

      33
        Whitehall Street, 17th
        Floor

      New
        York,
        New York 10004

       

      April
        26,
        2004

       

      Ladies
        and Gentlemen:

       

      This
        Placement Agency Agreement (this “Agreement”)
        confirms the retention by Magnetech Industrial Services, Inc., an Indiana
        corporation (“MIS”
        or the
“Company”), of Strasbourger Pearson Tulcin Wolff Incorporated, a New York
        corporation (“Strasbourger”
        or the
“Placement Agent”),
        to
        act as the sales agent, on a best efforts basis, in connection with the
        Placements (as defined below) for MIS and its affiliates, on the terms set
        forth
        below. 

       

      MIS
        has
        sold solely to “accredited investors,” as such term is defined in Rule 501
        promulgated under the Securities Act of 1933, as amended (the “1933
        Act”),
        750,000 shares of Series A Convertible Redeemable Preferred Stock (the “Series A
        Stock”) at $1.00 per share, in a pre-bridge financing (the “Pre-Bridge”).
        The
        Pre-Bridge was made on a “best efforts” basis. All of the Series A Stock will
        convert into shares of common stock in Magnetech Integrated Services Corp.
        (“Newco,” a newly formed parent entity of the Company), upon the completion of
        the Private Placement Offering (the “PPO”).

       

      It
        is
        currently anticipated that within 365 days of the Pre-Bridge, Newco proposes
        to
        offer for sale in the PPO, solely to “accredited investors”, up to 11,250,000
        shares of common stock in Newco (the “PPO Shares”), to raise gross proceeds,
        before fees and expenses, of $2,250,000. The PPO share offering will be made
        on
        a “best efforts” basis and will be offered in accordance with Section 4(2) of
        the Securities Act of 1933, as amended (the “1933
        Act”)
        and
        Regulation D promulgated thereunder.

       

      The
        Pre-Bridge and the PPO are collectively referred to herein as the “Placements.”
        The
        Private Placement Memorandum to be used in connection with the PPO (the
“Memorandum”),
        as it
        may be amended or supplemented from time to time, and the form of proposed
        stock
        purchase agreement (the “Stock
        Purchase Agreement”)
        between the Company and each subscriber for the Placements (the “Subscribers”)
        and
        the exhibits which are part of the Memorandum and/or Stock Purchase Agreement
        are collectively referred to herein as the “Offering
        Documents.”
        The
        Offering Documents, together with (i) this Agreement, (ii) the Fund Escrow
        Agreements (as defined in Section 3(b)(xii) hereof), (iii) the Agent’s Warrants
        (as defined in Section 3(d) hereof), (iv) the Finder’s Agreement (as defined in
        Section 3(b)(ix) hereof) and (v) any exhibits, schedules and appendices which
        are part of the Offering Documents, and the Agency Agreement are collectively
        referred to herein as the “Transaction
        Documents.”
        The
        shares of common stock of Newco issuable upon conversion of the Series A
        Stock
        are referred to herein as the 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      “Underlying
        Shares.”
        The
        Series A Stock, the PPO Shares, the Agent’s Warrants, the Agent’s Shares (as
        defined in Section 3(d) hereof) and the Underlying Shares are collectively
        referred to herein as the “Securities.”

       

      The
        Company will deliver to Strasbourger a reasonable number of copies of the
        Transaction Documents in form and substance satisfactory to Strasbourger
        and its
        counsel.

       

      Each
        Subscriber will be required to deliver, among other things, a Stock Purchase
        Agreement and a Confidential Investor Questionnaire (the “Questionnaire”)
        in the
        form to be provided to offerees. An example of the Questionnaire is attached
        as
        Exhibit A.

       

      1. Appointment
        of Placement Agent.

       

      (a) Strasbourger
        is hereby appointed or ratified, as the case may be, as exclusive placement
        agent of the Company (subject to Strasbourger’s right to have selected dealers
        (“Selected
        Dealers”)
        in
        good standing with the National Association of Securities Dealers (“NASD”)
        participate in the Placements) during the respective offering periods for
        the
        Placements herein specified for the purposes of assisting the Company in
        finding
        qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge
        Offering Period”)
        ended on February 26, 2004.
        The day
        that the Pre-Bridge Offering Period terminated is hereinafter referred to
        as the
“Pre-Bridge
        Termination Date.”

       

      The
        offering period for the PPO (the “PPO
        Period”)
        shall
        commence on the day the Offering Documents are first made available to the
        Placement Agent by the Company for delivery in connection with the PPO (the
        “Delivery
        Date”)
        and
        shall continue until the earlier to occur of: (i) the sale of all of the
        PPO
        Shares; or (ii) 90 days following the Delivery Date. The day that the PPO
        Period
        terminates is hereinafter referred to as the “PPO
        Termination Date.”
        The
        PPO Termination Date may be extended for up to 45 days at the option of the
        Placement Agent and Newco. 

       

      (b) Subject
        to the performance by Newco and the Company of all of its obligations to
        be
        performed under this Agreement and to the completeness and accuracy of all
        representations and warranties of Newco and the Company contained in this
        Agreement, the Placement Agent hereby accepts such agency and agrees to use
        its
        best efforts to assist Newco and the Company in finding qualified Subscribers.
        It is understood that the Placement Agent has no commitment to sell the Series
        A
        Stock or the PPO Shares. Strasbourger’s agency hereunder is not terminable by
        the Company except upon termination of the PPO Offering Period.

       

      (c) Subscriptions
        for Shares of Series A Stock and the PPO Shares shall be evidenced by the
        execution by Subscribers of a Stock Purchase Agreement. No Stock Purchase
        Agreement shall be effective unless and until it is accepted and countersigned
        by Newco or the Company. The Placement Agent shall not have any obligation
        to
        independently verify the accuracy or completeness of any information contained
        in any Stock Purchase Agreement or the authenticity, sufficiency, or validity
        of
        any check delivered by any prospective Subscriber in payment for Series A
        Stock
        or PPO Shares.

       

      (d) The
        Placement Agent and/or its affiliates may be Subscribers in the
        Placements.


      
        
          
          

        

        
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      2. Representations
        and Warranties of the Company.
        Except
        as set forth in the Transaction Documents or in the Disclosure Schedule attached
        hereto, the Company and Newco represent and warrant to the Placement Agent
        and
        each Selected Dealer, if any, as follows:

       

      (a) Securities
        Law Compliance.
        The
        offer, offer for sale, and sale of the Securities have not been registered
        with
        the United States Securities and Exchange Commission (the “SEC”).
        The
        Securities are to be offered, offered for sale and sold in reliance upon
        the
        exemptions from the registration requirements of Section 5 of the 1933 Act.
        The
        Company and Newco will conduct the Placements in compliance with the
        requirements of Regulation D of the General Rules and Regulations under the
        1933
        Act, and the Company and Newco will file all appropriate notices of offering
        with the SEC. The Company and Newco have prepared the Offering Documents.
        None
        of the representations or warranties of the Company and Newco contained in
        this
        Agreement or any information appearing in any of the Transaction Documents
        contains, or on or prior to any Closing will contain, any untrue statement
        of a
        material fact or omit to state any material fact necessary in order to make
        the
        statements therein, in light of the circumstances in which they were made,
        not
        misleading. If at any time prior to the completion of the Placements or other
        termination of this Agreement any event shall occur as a result of which
        it
        might become necessary to amend or supplement the Offering Documents so that
        they do not include any untrue statement of any material fact or omit to
        state
        any material fact necessary in order to make the statements therein, in the
        light of the circumstances then existing, not misleading, the Company or
        Newco
        will promptly notify the Placement Agreement and will supply the Placement
        Agreement with amendments or supplements correcting such statement or omission.
        The Company or Newco will also provide the Placement Agent for delivery to
        all
        offerees and purchasers and their representatives, if any, any information,
        documents and instruments which the Placement Agent deems reasonably necessary
        to comply with applicable state and federal law.

       

      (b) Organization.
        The
        Company and Newco are duly organized and validly existing under the laws
        of the
        jurisdiction in which it was organized, and have the requisite power and
        authorization to own their properties and to carry on their business as now
        being conducted. The Company and Newco are duly qualified as a foreign
        corporation to do business and is in good standing in every jurisdiction
        in
        which their ownership of property or the nature of the business conducted
        by
        them makes such qualification necessary, except to the extent that the failure
        to be so qualified or be in good standing would not have a Material Adverse
        Effect. As used in this Agreement, “Material
        Adverse Effect”
        means
        any event or change in circumstance, whether or not directly or indirectly
        caused by management or arising independently of management’s control, that has
        or could reasonably be deemed by the Placement Agent to have in the future,
        a
        material adverse effect on the business, properties, assets, operations,
        results
        of operations, financial condition or prospects of the Company or Newco or
        on
        the transactions contemplated hereby, or on the other Transaction Documents
        or
        the agreements and instruments to be entered into in connection herewith
        or
        therewith, or on the authority or ability of the Company or Newco to perform
        its
        obligations under the Transaction Documents. At the time of the PPO, Newco
        will
        own 100% of MIS. MIS in turn will own 100% of Martell Electric LLC, MIS’s only
        subsidiary.

       

      (c) Capitalization.
        As of
        the date hereof, the authorized, issued and outstanding capital stock of
        the
        Newco and the Company will be as set forth on Schedule 2(c) attached hereto.
        


      
        
          
          

        

        
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      Following
        the completion of the PPO, all of such outstanding shares of Newco will be
        duly
        authorized and validly issued, and will be fully paid and non-assessable.
        Except
        as set forth on Schedule 2(c), (i) no shares of the Company’s or Newco’s capital
        stock will be subject to preemptive rights or any other similar rights or
        any
        liens or encumbrances suffered or permitted by the Company or Newco; (ii)
        there
        will be no outstanding debt securities issued by the Company or Newco; (iii)
        there will be no outstanding options, warrants, scrip, rights to subscribe
        to,
        calls or commitments of any character whatsoever relating to, or securities
        or
        rights convertible into or exchangeable for, any shares of capital stock
        of the
        Company or Newco, or contracts, commitments, understandings or arrangements
        by
        which the Company or Newco is or may become bound to issue additional shares
        of
        capital stock of the Company or Newco or options, warrants, scrip, rights
        to
        subscribe to, calls or commitments of any character whatsoever relating to,
        or
        securities or rights convertible into or exchangeable for, any shares of
        capital
        stock of the Company or Newco; (iv) there will be no outstanding securities
        of
        the Company or Newco which contain any redemption or similar provisions,
        and
        there will be no contracts, commitments, understandings or arrangements by
        which
        the Company or Newco will be or may become bound to redeem a security of
        the
        Company or Newco; and (v) the Company or Newco will not have any stock
        appreciation rights or “phantom stock” plans or agreements or any similar plan
        or agreement. All prior sales of securities of the Company or Newco will
        be
        either registered under the 1933 Act and applicable state securities laws
        or
        exempt from such registration, and no security holder will have any rescission
        rights with respect thereto.

       

      (d) Subsidiaries
        and Investments.
        Except
        as set forth on Schedule 2(d), following the sale of the Series A Stock and
        the
        completion of the PPO, neither Newco nor the Company will have any subsidiaries
        and neither the Company nor Newco will own, directly or indirectly, any capital
        stock or other equity ownership or proprietary interests in any other
        corporation, association, trust, partnership, joint venture or other entity.
        

       

      (e) Financial
        Statements.
        The
        Company’s financial statements attached hereto as Schedule 2(e) will fairly
        present in all material respects the financial position of the Company as
        of
        December 31, 2003 and the results of its operations and cash flows for the
        period then ended December 31, 2003 (subject to normal year-end adjustments
        that
        will not be material). 

       

      (f) Absence
        of Changes.
        Since
        the date (the “Balance
        Sheet Date”)
        of the
        most recent balance sheet provided to the Placement Agent (the “Balance
        Sheet”)
        and
        except as set forth on Schedule 2(f) or Schedule 2(c), the Company has not
        (i)
        incurred any debts, obligations or liabilities, absolute, accrued, contingent
        or
        otherwise, whether due or to become due, except current liabilities incurred
        in
        the usual and ordinary course of business and consistent with past practices,
        having individually or in the aggregate a Material Adverse Effect, (ii) made
        or
        suffered any material changes in its contingent obligations by way of guaranty,
        endorsement (other than the endorsement of checks for deposit in the usual
        and
        ordinary course of business), indemnity, warranty or otherwise, (iii) discharged
        or satisfied any material liens other than those securing, or paid any
        obligation or liability other than, current liabilities shown on the Balance
        Sheet, and current liabilities incurred since the Balance Sheet Date, in
        each
        case in the usual and ordinary course of business and consistent with past
        practices, (iv) mortgaged, pledged or subjected to lien any of its material
        assets, tangible or intangible, (v) sold, transferred or leased any of its
        material assets except in the usual and ordinary course of business and
        consistent with past practices, (vi) 


      
        
          
          

        

        
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      cancelled
        or compromised any debt or claim, or waived or released any right, of material
        value except in the usual and ordinary course of business and consistent
        with
        past practices, (vii) suffered any physical damage, destruction or loss (whether
        or not covered by insurance) materially adversely affecting the properties
        or
        business of the Company, (viii) entered into any material transaction other
        than
        in the usual and ordinary course of business except for this Agreement, the
        other Transaction Documents and the related agreements referred to herein
        and
        therein, (ix) encountered any material labor difficulties or labor union
        organizing activities, (x) made or granted any wage or salary increase or
        entered into any employment agreement other than in the ordinary course of
        business, (xi) issued or sold any shares of capital stock or other securities
        or
        granted any options with respect thereto, or modified any equity security
        of the
        Company, (xii) declared or paid any dividends on or made any other distributions
        with respect to, or purchased or redeemed, any of its outstanding equity
        securities, (xiii) suffered or experienced any change in, or condition
        affecting, its condition (financial or otherwise), properties, assets,
        liabilities, business operations, or results of operations other than changes,
        events or conditions in the usual and ordinary course of its business and
        consistent with past practices, having (either by itself or in conjunction
        with
        all such other changes, events and conditions) a Material Adverse Effect,
        (xiv)
        made any change in the accounting principles, methods or practices followed
        by
        it or depreciation or amortization policies or rates theretofore adopted,
        or
        (xv) entered into any agreement, or otherwise obligated itself, to do any
        of the
        foregoing. 

       

      (g) Title.
        Except
        as set forth on Schedule 2(g), the Company and Newco have good and marketable
        title to all properties and assets owned by them, free and clear of all liens,
        charges, encumbrances or restrictions, except such as will not be significant
        or
        important in relation to the Company’s or Newco’s business; to the Company’s or
        Newco’s knowledge, all of the material leases and subleases under which the
        Company or Newco is the lessor or sublessor of properties or assets or under
        which the Company or Newco holds properties or assets as lessee or sublessee
        will be in full force and effect, and neither the Company nor Newco will
        be in
        default in any material respect with respect to any of the terms or provisions
        of any of such leases or subleases, and no material claim will have been
        asserted by anyone adverse to rights of the Company or Newco as lessor,
        sublessor, lessee or sublessee under any of the leases or subleases mentioned
        above, or affecting or questioning the right of the Company or Newco to
        continued possession of the leased or subleased premises or assets under
        any
        such lease or sublease.

       

      (h) Proprietary
        Rights.
        Except
        as set forth on Schedule 2(h),the Company and Newco directly or indirectly
        own
        or possess exclusive and enforceable rights to use all patents, patent
        applications, trademarks, service marks, copyrights, trade secrets, processes,
        formulations, technology or know-how currently used in the conduct of their
        businesses (the “Proprietary
        Rights”).
        Neither Newco nor the Company has received any notice of any claims, nor
        do they
        have any knowledge of any threatened claims, and know of no facts which would
        form the basis of any claim, asserted by any person to the effect that the
        sale
        or use of any product or process now used or offered by the Company or Newco
        or
        proposed to be used or offered by the Company or Newco infringes on any patents
        or infringes upon the use of any such Proprietary Rights of another person
        and,
        to the best of the Company’s or Newco’s knowledge, no others have infringed the
        Company’s or Newco’s Proprietary Rights.


      
        
          
          

        

        
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      (i) Litigation.
        There
        is no material action, suit, investigation, customer complaint, claim or
        proceeding at law or in equity by or before any arbitrator, court, governmental
        instrumentality or agency, self-regulatory organization or body or public
        board
        now pending or, to the knowledge of Newco or the Company, threatened against
        Newco or the Company of any of the officers or directors of the Company or
        Newco
        in their capacities as such (or basis therefor known to the Company or Newco),
        the adverse outcome of which would have a Material Adverse Effect. To their
        knowledge, the Company and Newco are not subject to any judgment, order,
        writ,
        injunction or decree of any Federal, state, municipal or other governmental
        department, commission, board, bureau, agency or instrumentality, domestic
        or
        foreign which have a Material Adverse Effect.

       

      (j) Non-Defaults;
        Non-Contravention.
        Neither
        the Company nor Newco is in violation of or default under, nor will the
        execution and delivery of this Agreement or any of the Transaction Documents
        or
        consummation of the transactions contemplated herein or therein result in
        a
        violation of or constitute a default in the performance or observance of
        any
        obligation under: (i) its Articles of Incorporation, or its By-laws; or (ii)
        any
        indenture, mortgage, contract, material purchase order or other agreement
        or
        instrument to which the Company or Newco is a party or by which it or its
        property is bound, where such violation or default would have a Material
        Adverse
        Effect; or (iii) any material order, writ, injunction or decree of any court
        of
        any Federal, state, municipal or other governmental department, commission,
        board, bureau, agency or instrumentality, domestic or foreign, where such
        violation or default would have a Material Adverse Effect, and to the Company’s
        and Newco’s knowledge, there exists no condition, event or act which
        constitutes, nor which after notice, the lapse of time or both, could constitute
        a default under any of the foregoing, which in either case would have a Material
        Adverse Effect. 

       

      (k) Taxes.
        The
        Company and Newco have filed all Federal, state, local and foreign tax returns
        which are required to be filed by it or otherwise met its disclosure obligations
        to the relevant agencies and all such returns are true and correct in all
        material respects. The Company and Newco have paid or adequately provided
        for
        all tax liabilities of the Company and Newco as reflected on such returns
        or
        pursuant to any assessments received by it or which it is obligated to withhold
        from amounts owing to any employee, creditor or third party. The tax returns
        of
        the Company and Newco have never been audited by any state, local or Federal
        authorities. The Company and Newco have not waived any statute of limitations
        with respect to taxes or agreed to any extension of time with respect to
        any tax
        assessment or deficiency.

       

      (l) Compliance
        With Laws; Licenses, Etc.
        The
        Company and Newco have not received notice of any violation of or noncompliance
        with any Federal, state, local or foreign, laws, ordinances, regulations
        and
        orders applicable to its business which has not been cured, the violation
        of, or
        noncompliance with which, would have a Material Adverse Effect. To its
        knowledge, the Company and Newco have all material licenses and permits and
        other governmental certificates, authorizations and permits and approvals
        (collectively, “Licenses”)
        required by every Federal, state and local government or regulatory body
        for the
        operation of its business as currently conducted and the use of its properties,
        except where the failure to be licensed or possess a permit would not have
        a
        Material Adverse Effect. The Licenses are in full force and effect and to
        the
        Company’s and Newco’s knowledge no violations currently exist in respect of any
        License and no proceeding is pending or threatened to revoke or limit any
        thereof.


      
        
          
          

        

        
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      (m) Authorization
        of Agreement, Etc.
        The
        Company and Newco have the requisite corporate power and authority to enter
        into
        and perform their obligations under this Agreement and the other Transaction
        Documents. The execution and delivery of the Transaction Documents by the
        Company and Newco and the consummation by the Company and Newco of the
        transactions contemplated by the Transaction Documents, including without
        limitation the issuance of the Securities, have been duly authorized by the
        Company’s and Newco’s Board of Directors (the “Boards”)
        and no
        further consent or authorization is required by the Company, Newco, the Boards
        or the Company’s or Newco’s stockholders. The Transaction Documents, when
        executed, will have been duly executed and delivered by the Company and Newco,
        and will constitute valid and binding obligations of the Company and Newco
        enforceable against the Company and Newco in accordance with their terms,
        except
        as such enforceability may be limited by general principles of equity or
        applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
        or
        similar laws relating to, or affecting generally, the enforcement of creditors’
        rights and remedies.

       

      (n) Authorization
        of Series A Stock, PPO Shares, Warrants Etc.
        The
        issuance, sale and delivery of the Series A Stock, the PPO Shares and the
        Agent’s Warrants and the Agent’s Shares shall have been duly authorized by all
        requisite corporate action of the Company and/or Newco. When so issued, sold
        and
        delivered in accordance with the Transaction Documents for the consideration
        set
        forth therein, the Series A Stock, the PPO Shares and the Agent’s Warrants and
        the Agent’s Shares will be duly executed, issued and delivered and will
        constitute valid and legal obligations of the Company and Newco as the case
        may
        be enforceable in accordance with their respective terms, except as such
        enforceability may be limited by general principles of equity or applicable
        bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
        laws
        relating to, or affecting generally, the enforcement of creditors’ rights and
        remedies and, in each case, will not be subject to preemptive or any other
        similar rights of the stockholders of the Company or Newco or others which
        rights except as set forth herein or which shall not have been waived prior
        to
        the closing of the Pre-Bridge.

       

      (o) Authorization
        of Reserved Shares.
        The
        issuance, sale and delivery by the Company and Newco as the case may be of
        the
        Series A Stock, the PPO Shares, The Agent’s Shares and the shares of Common
        Stock issuable upon exercise of the Agent’s Warrants (collectively the
“Reserved
        Shares”)
        have
        been duly authorized by all requisite corporate action of the Company and
        Newco
        , and the Reserved Shares have been duly reserved for issuance upon exercise
        of
        all or any of the Agent’s Warrants and conversion of all or any of the Series A
        Stock, and when so issued, sold, paid for and delivered for the consideration
        set forth in the Transaction Documents, the Reserved Shares will be validly
        issued and outstanding, fully paid and non-assessable, and except as set
        forth
        herein, shall not subject to preemptive or any other similar rights of the
        stockholders of the Company or Newco or others which rights shall not have
        been
        waived prior to the closing of the Pre-Bridge.

       

      (p) Exemption
        from Registration.
        Assuming (i) the accuracy of the information provided by the respective
        Subscribers in the Offering Documents and (ii) that the Placement Agent has
        complied in all material respects with this Agreement and the provisions
        of
        Regulation D promulgated under the 1933 Act, the offer and sale of the
        Securities in the Placements pursuant to the terms of this Agreement will
        be
        exempt from the registration requirements of the 1933 Act 


      
        
          
          

        

        
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      and
        the
        rules and regulations promulgated thereunder. Neither the Company nor Newco
        is
        disqualified from the exemption under Regulation D by virtue of any
        disqualifications contained in Rule 505(b)(2)(iii) or Rule 507 promulgated
        thereunder expressly applicable to the Company.

       

      (q) Brokers.
        Neither
        the Company, Newco nor any of their officers, directors, employees or
        stockholders has employed any broker or finder in connection with the
        transactions contemplated by this Agreement other than the Placement Agent
        and
        Selected Dealers.

       

      (r) Title
        to Securities.
        When
        certificates representing the Series A Stock, the PPO Shares and the Agent’s
        Warrants and the Agent’s Shares have been duly delivered to the Subscribers, or
        to the Placement Agent, as the case may be, and payment shall have been made
        therefor, the Subscribers shall receive good and marketable title to such
        securities free and clear of all liens, encumbrances and claims whatsoever
        (with
        the exception of claims arising through the acts or omissions of the Subscribers
        and except as arising from applicable Federal and state securities laws),
        and
        the Company and Newco shall have paid all transfer taxes, if any, in respect
        of
        the original issuance thereof.

       

      (s) Consents.
        Except
        as contemplated by this Agreement or as required under Regulation D and
        applicable Blue Sky laws, neither the Company nor Newco is required to obtain
        any consent, authorization or order of, or make any filing or registration
        with,
        any court or governmental agency or any regulatory or self-regulatory agency
        in
        order for it to execute, deliver or perform any of its obligations under
        or
        contemplated by the Transaction Documents. Except as otherwise provided in
        the
        Transaction Documents, all consents, authorizations, orders, filings and
        registrations which the Company or Newco are required to obtain pursuant
        to the
        preceding sentence have been obtained or effected, or will be obtained and
        effected, on or prior to the closing of the Pre-Bridge. Neither the Company
        nor
        Newco is aware of any facts or circumstances that might prevent the Company
        or
        Newco from obtaining or effecting any of the foregoing.

       

      (t) No
        General Solicitation.
        None of
        the Company, Newco any of their affiliates, and any person acting on its
        behalf,
        has engaged in any form of general solicitation or general advertising (within
        the meaning of Regulation D under the 1933 Act) in connection with the offer
        or
        sale of the Securities. 

       

      (u) No
        Integrated Offering.
        None of
        the Company, Newco, any of their affiliates, and any person acting on its
        behalf
        has, directly or indirectly, made any offers or sales of any security or
        solicited any offers to buy any security, under circumstances that would
        require
        registration of any of the Securities under the 1933 Act or cause the Placements
        to be integrated with prior offerings by the Company or Newco for purposes
        of
        the 1933 Act or any applicable stockholder approval provisions, including
        without limitation, under the rules and regulations of any exchange or automated
        quotation system on which any of the securities of the Company or Newco are
        listed or designated. None of the Company, Newco, their affiliates and any
        person acting on its behalf will take any action or steps referred to in
        the
        preceding sentence that would require registration of any of the Securities
        under the 1933 Act or cause the Placements to be integrated with other
        offerings.


      
        
          
          

        

        
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      (v) Application
        of Takeover Protections; Rights Agreement.
        The
        Company and Newco and the Boards have taken all necessary action, if any,
        in
        order to render inapplicable any control share acquisition, business
        combination, poison pill (including any distribution under a rights agreement)
        or other similar anti-takeover provision under the Certificates of Incorporation
        of the Company or Newco, or the laws of the state of their incorporation
        which
        is or could become applicable as a result of the transactions contemplated
        by
        this Agreement. Neither the Company nor Newco have adopted a shareholder
        rights
        plan or similar arrangement relating to accumulations of beneficial ownership
        of
        Common Stock or a change in control of the Company or Newco.

       

      (w) Right
        of First
        Refusal.
        Except
        for the right of first refusal granted to the Placement Agent herein, no
        person,
        firm or other business entity is a party to any agreement, contract or
        understanding, written or oral entitling such party to a right of first refusal
        with respect to offerings by the Company or Newco. 

       

      (x) Foreign
        Corrupt Practices.
        Neither
        the Company, Newco nor any director, officer, agent, employee or other person
        acting on behalf of the Company or Newco has, in the course of its actions
        for,
        or on behalf of, the Company or Newco, (i) used any corporate funds for any
        unlawful contribution, gift, entertainment or other unlawful expenses relating
        to political activity; made any direct or indirect unlawful payment to any
        foreign or domestic government official or employee from corporate funds,
        (ii)
        violated or is in violation of any provision of the U.S. Foreign Corrupt
        Practices Act of 1977, as amended, or (iii) made any unlawful bribe, rebate,
        payoff, influence payment, kickback or other unlawful payment to any foreign
        or
        domestic government official or employee.

       

      3. Closing;
        Placement and Fees.

       

      (a) Closing
        of the Placements.
        

       

      (i) Pre-Bridge
        Financing.
        The
        closing of the Pre-Bridge has taken place at the offices of Company At the
        Pre-Bridge closing, payment for the Series A Stock issued and sold by the
        Company was made against delivery of the Series A Shares
        certificates.

       

      (ii) PPO.
        A
        closing (the “Initial
        Closing”)
        shall
        take place at the New York offices of Gottbetter & Partners, LLP, counsel
        for the Placement Agent, within three business days after gross proceeds
        of
        $500,000 from the sale PPO Shares have been received by the Placement Agent
        and
        delivered to the escrow agent pursuant to the Fund Escrow Agreements (but
        in no
        event later than five days following the PPO Termination Date), which closing
        date may be accelerated or adjourned by agreement between the Company and
        the
        Placement Agent. At the Initial Closing, payment for the PPO Shares issued
        and
        sold by the Company shall be made against delivery of the certificates for
        the
        PPO Shares sold. In addition, subsequent closings of the PPO (if applicable)
        may
        be scheduled at the discretion of the Company and Placement Agent, each of
        which, together with the closing of the Pre-Bridge shall be referred to herein
        as a “Closing.”

       

      (b) Conditions
        to Placement Agent’s Obligations.
        The
        obligations of the Placement Agent hereunder will be subject to the accuracy
        of
        the representations and warranties of the 


      
        
          
          

        

        
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      Company
        and Newco herein contained as of the date hereof and as of each closing date
        of
        the Placements, to the performance by the Company and Newco of their obligations
        hereunder and to the following additional conditions:

       

      (i) Due
        Qualification or Exemption.
        (A) The
        Placements will become qualified or be exempt from qualification under the
        securities or “blue sky” laws of the several states pursuant to Section 4(d)
        below not later than the Pre-Bridge closing date, and (B) at each Closing
        no
        stop order suspending the sale of the Series A Stock or the PPO Shares shall
        have been issued, and no proceedings by an governmental agency, self-regulatory
        organization or any securities exchange for that purpose shall have been
        initiated or threatened;

       

      (ii) No
        Material Misstatements.
        Neither
        the blue sky qualification materials nor the Offering Documents, nor any
        supplement thereto, will contain any untrue statement of a fact which in
        the
        opinion of the Placement Agent is material, or omit to state a fact, which
        in
        the opinion of the Placement Agent is material and is required to be stated
        therein, or is necessary to make the statements therein, in light of the
        circumstances under which they were made, not misleading;

       

      (iii) Compliance
        with Agreements.
        The
        Company and Newco will have complied with all agreements and satisfied all
        conditions on its part to be performed or satisfied hereunder at or prior
        to
        each Closing;

       

      (iv) Corporate
        Action.
        The
        Company and Newco will have taken all necessary corporate action, including,
        without limitation, obtaining the approval of the Boards, and, if necessary,
        their stockholders, for the execution and delivery of this Agreement, the
        performance by the Company and Newco of its obligations hereunder and the
        Placements contemplated hereby;

       

      (v) Opinion
        of Counsel.
        The
        Placement Agent shall receive the (i) opinion of BT Law, counsel to the Company
        and Newco, addressed to the Placement Agent and the Subscribers, in form
        and
        substance reasonably acceptable to the Placement Agent.

       

      (vi) Officers’
        Certificate.
        The
        Placement Agent shall receive a certificate of the Company and Newco, signed
        by
        the Chief Executive Officer and Chief Financial Officer thereof, that the
        representations and warranties contained in Section 2 hereof are true and
        accurate in all material respects as of the date hereof and at such Closing
        with
        the same effect as though expressly made at such Closing. 

       

      (vii) Stockholder
        Consents.
        The
        Placement Agent shall have received copies of such duly executed waivers
        and
        consents from the holders of the Company’s and Newco’s outstanding securities as
        counsel to the Placement Agent deems necessary or important for completion
        of
        the Placements

       

      (viii) Due
        Diligence.
        The
        Placement Agent shall have completed and been satisfied with the results
        of its
        due diligence investigation of the Company and Newco, including, without
        limitation, the Company’s financial statements, projections, expense budgets,
        business prospects, capital structure, background searches and contractual
        arrangements.


      
        
          
          

        

        
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      (ix) Finder’s
        Agreement.
        The
        Company and Newco shall execute and deliver to the Placement Agent an agreement
        with the Placement Agent providing for a fee to the Placement Agent in the
        event
        the Company or Newco consummates certain financing transactions (the
“Finder’s
        Agreement”).

       

      The
        obligation of the Placement Agent to consummate the PPO is subject to the
        following additional conditions:

       

      (x) Newco,
        etc.
        The
        incorporation of Newco shall have been completed, and the Placement Agent
        shall
        receive in writing that the Company agrees to be bound the terms of and perform
        all obligations under this Agreement.

       

      (xi) Board
        of Directors; Irrevocable Proxy.
        Following the Closing of the PPO, the Board of Newco shall consist of three
        members designated by the Company and two members designated by the Placement
        Agent on behalf of the Subscribers. The Placement Agent shall receive the
        irrevocable proxies described in Section 4(j) hereof. 

       

      (xii) Fund
        Escrow Agreement.
        The
        Placement Agent shall receive a copy of a duly executed escrow agreement
        in the
        form previously delivered to the Placement Agent regarding the deposit of
        funds
        pending the Closing(s) of the PPO with a bank or trust company acceptable
        to the
        Placement Agent (together with the PPO Escrow Agreement, the “Fund
        Escrow Agreements”).

       

      (c) Blue
        Sky.
        Newco
        will prepare and file the necessary documents so that offers and sales of
        the
        securities to be offered in the Placements may be made in certain jurisdictions
        in the United States. 

       

      (d) Placement
        Fee and Expenses.

       

      (i) Pre-Bridge.
        Prior
        to or upon execution of this Agreement, the Company will (A) pay to the
        Placement Agent a placement fee equal to 10% of the aggregate purchase price
        of
        the Series A Stock sold, and (B) reimburse the Placement Agent for its
        accountable expenses incurred in connection with the Pre-Bridge. The Company
        or
        Newco shall also pay all expenses in connection with the qualification of
        the
        Series A Stock under the securities or Blue Sky laws of the states which
        the
        Placement Agent shall designate, including legal fees and filing
        fees.

       

      (ii) PPO.
        Simultaneously with payment for and delivery of the PPO Shares at each Closing,
        the Company or Newco shall: (A) pay to the Placement Agent a placement fee
        equal
        to 10% of the aggregate purchase price of the PPO Shares sold; and (B) issue
        to
        the Placement Agent or its designees, consistent with meeting the requirements
        of an exemption from registration under the 1933 Act (i) ten-year warrants
        in
        the form attached hereto as Appendix A to purchase that number of shares
        of
        Common Stock of Newco equal to 15,000 warrants per $10,000 of gross proceeds
        from the sale of the Series A Stock and the PPO Shares (the “Agent’s
        Warrants”)
        and
        (ii) 50,000 shares of Common Stock of Newco (the “Agent’s Shares”). The Company
        or Newco shall, upon demand, reimburse the Placement Agent for its accountable
        expenses incurred in connection with the PPO and pay all expenses in connection
        


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      with
        the
        qualification of the Underlying Shares under the securities or Blue Sky laws
        of
        the states which the Placement Agent shall designate, including legal fees
        and
        filing fees. It is anticipated that the Placement Agent’s reimbursable expenses
        in connection with the Placements will not exceed $180,000. The Placement
        Agent
        will promptly notify the Company in the event its accountable expenses will
        materially exceed $180,000 and the Placement Agent and Company shall mutually
        agree to any such greater amount.

       

      (iii) Interest.
        In the
        event that for any reason the Company or Newco shall fail to pay to the
        Placement Agent all or any portion of the fees payable hereunder when due,
        interest shall accrue and be payable on the unpaid cash balance due hereunder
        from the date when first due through and including the date when actually
        collected by the Placement Agent, at a rate equal to four percent above the
        prime rate of Citibank, N.A., in New York, New York, computed on a daily
        basis
        and adjusted as announced from time to time.

       

      (e) Bring-Down
        Opinions and Certificates.
        If
        there is more than one Closing, then at the request of the Placement Agent,
        at
        each such Closing there shall be delivered to the Placement Agent an updated
        opinion and certificate as described in (v) and (vi) of Section 3(b) above,
        respectively.

       

      (f) No
        Adverse Changes.
        There
        shall not have occurred, at any time prior to the applicable Closing (i)
        any
        domestic or international event, act or occurrence which has materially
        disrupted, or in the Placement Agent’s opinion will in the immediate future
        materially disrupt, the securities markets; (ii) a general suspension of,
        or a
        general limitation on prices for, trading in securities on the New York Stock
        Exchange or other national market or exchange or in the over-the-counter
        market;
        (iii) any outbreak of major hostilities or other national or international
        calamity; (iv) any banking moratorium declared by a state or federal authority;
        (v) any moratorium declared in foreign exchange trading by major international
        banks or other persons; (vi) any material interruption in the mail service
        or
        other means of communication within the United States; (vii) any material
        adverse change in the business, properties, assets, results of operations,
        or
        financial condition of the Company or Newco; or (viii) any change in the
        market
        for securities in general or in political, financial, or economic conditions
        which, in the Placement Agent’s judgment, makes it inadvisable to proceed with
        the applicable Placement.

       

      4. Covenants
        of the Company and Newco.
        

       

      (a) Use
        of
        Proceeds.
        The net
        proceeds of the Pre-Bridge will be used for general working capital purposes.
        

       

      The
        net
        proceeds of the PPO will be used by Newco substantially as set forth in the
        Memorandum. Neither the Company nor Newco shall use any of the proceeds from
        the
        Placements to repay any indebtedness of the Company or Newco as the case
        may be
        (other than trade payables in the ordinary course), including but not limited
        to
        indebtedness to any current executive officers, directors or principal
        stockholders of the Company or Newco, or any subsidiary thereof. 

       

      (b) Expenses
        of Offering.
        The
        Company and Newco shall be responsible for, and shall bear all expenses directly
        incurred in connection with, the proposed Placements including, but



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      not
        limited to, (i) legal fees of the Company’s and Newco’s counsel relating to the
        costs of preparing the Offering Documents and all amendments, supplements
        and
        exhibits thereto and preparing and delivering all Placement Agent and selling
        documents, Series A Stock and Warrant certificates; and (ii) blue sky fees,
        filing fees and the fees and disbursements of Placement Agent’s counsel in
        connection with blue sky matters (the “Company
        and Newco Expenses”).
        In
        addition, the Company or Newco shall reimburse the Placement Agent for all
        of
        its reasonable out-of-pocket expenses incurred in connection with the
        Placements, including, without limitation the Placement Agent’s mailing,
        printing, copying, telephone, travel, background searches, due diligence
        investigations, legal and consulting fees or other similar expenses (the
        “Placement
        Agent expenses”),
        subject to Section 3(d). 

       

      If
        the
        Company or Newco decides not to proceed with the Placements for any reason
        (other than (a) the failure to receive subscriptions for at least $500,000
        in
        gross proceeds in the PPO or (b) the material breach of the Placement Agent’s
        representations, warranties or covenants in Section 5 of this Agreement)
        or if
        the Placement Agent decides not to proceed with the Placements because of
        a
        material breach by the Company or Newco of their representations, warranties,
        or
        covenants in this Agreement or as a result of material adverse changes in
        the
        affairs of the Company or Newco, the Company or Newco will be obligated to
        pay
        the Placement Agent liquidated damages of either $150,000 in cash (the method
        of
        payment to be at the sole discretion of the Placement Agent) and to reimburse
        the Placement Agent for the Placement Agent expenses as set forth above.
        The
        Placement Agent shall have no liability to the Company or Newco for any reason
        should the Placement Agent choose not to proceed with the Placements
        contemplated hereby.

       

      (c) Notification.
        The
        Company and Newco shall notify the Placement Agent immediately, and in writing,
        (i) when any event shall have occurred during the period commencing on the
        date
        hereof and ending on the later of the last Closing or the Termination Date
        as a
        result of which the Offering Documents would include 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 not misleading, and (ii) of the
        receipt of any notification with respect to the modification, rescission,
        withdrawal or suspension of the qualification or registration of the Securities,
        or of any exemption from such registration or qualification, in any
        jurisdiction. The Company and Newco will use its best efforts to prevent
        the
        issuance of any such modification, rescission, withdrawal or suspension and,
        if
        any such modification, rescission, withdrawal or suspension is issued and
        the
        Placement Agent so request, to obtain the lifting thereof as promptly as
        possible.

       

      (d) Blue
        Sky.
        The
        Company and Newco will use their best efforts to qualify or register the
        securities to be offered in the Placements for offering and sale under, or
        establish an exemption from such qualification or registration under, the
        securities or “blue sky” laws of such jurisdictions as the Placement Agent may
        reasonably request; provided however, that the Company and Newco will not
        be
        obligated to qualify as a dealer in securities in any jurisdiction in which
        it
        is not so qualified or consent to the general service of process in any such
        jurisdiction. The Company and Newco will not consummate any sale of securities
        pursuant to the Placements in any jurisdiction in which it is not so qualified
        or in any manner in which such sale may not be lawfully made.


      
        
          
          

        

        
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      (e) Form
        D
        Filing.
        The
        Company or Newco shall file five copies of a Notice of Sales of Securities
        on
        Form D with the SEC no later than 15 days after the sale of the Series A
        Stock
        and no later than 15 days after the first sale of the PPO Shares. The Company
        and Newco shall file promptly such amendments to such Notices on Form D as
        shall
        become necessary and shall also comply with any filing requirement imposed
        by
        the laws of any state or jurisdiction in which offers and sales are made.
        The
        Company or Newco shall furnish the Placement Agent with copies of all such
        filings.

       

      (f) Press
        Releases, Etc.
        The
        Company and Newco shall not, during the period commencing on the date hereof
        and
        ending on the PPO Termination Date, issue any press release or other
        communication, or hold any press conference with respect to the Company or
        Newco, or its financial condition, results of operations, business, properties,
        assets, or liabilities, or the Placements, without the prior consent of the
        Placement Agent, which consent shall not be unreasonably withheld. The Company
        and Newco shall not include information with respect to the Placements or
        use
        the Placement Agent’s name in any press release, advertisement or on any website
        maintained by the Company or Newco with out the prior written consent of
        the
        Placement Agent, such consent not to be unreasonably withheld.

       

      (g) O&D
        Insurance; Board Compensation.
        Within
        30 days of the Initial Closing, the Company and Newco shall use its commercially
        reasonable efforts to obtain at least $2,000,000 of officers and directors
        liability insurance (the “O&D
        Policy”),
        and
        shall keep such policy in effect during the longer of such period as the
        holders
        of the Series A Stock of PPO Shares have the right to designate one or more
        members of the Board or one or more such designees serve as directors. The
        Company and Newco shall not cancel or make substantive changes to the O&D
        Policy without giving the Placement Agent at least 30 days’ prior written
        notice. The Placement Agent’s (on behalf of the Subscribers) designee to the
        Board shall be reimbursed for reasonable expenses incurred in attending Board
        meetings, all in accordance with the Company’s or Newco’s general reimbursement
        policies and procedures, and shall be entitled to such other compensation
        as is
        afforded other non-employee members of the Boards.

       

      (h) Executive
        Compensation.
        The
        compensation of the Company’s or Newco’s executive officers shall not increase
        during the three-year period following the Pre-Bridge Closing without the
        approval of a majority of the independent members of the Board.

       

      (i) Restrictions
        on Issuances of Securities.
        During
        the period commencing on the date hereof and ending on the later of (i) the
        final Closing or (ii) the Bridge Termination Date, the Company and Newco
        will
        not, without the prior written consent of the Placement Agent, issue additional
        shares of Common Stock, other than pursuant to the exercise of options or
        warrants outstanding on the date hereof, or grant any warrants, options or
        other
        securities of the Company or Newco. 

       

      (j) Board
        Designee; Irrevocable Proxy.
        The
        Company agrees to nominate a designee of the Placement Agent on behalf of
        the
        Subscribers to the Board of the Company, during the period that the Series
        A
        Stock remain outstanding and for three months thereafter if the Series A
        Stock
        is converted into equity pursuant to the terms of the mandatory conversion
        features set forth in the Series A Stock Certificate of Designation. The
        Board
        of Newco will have the composition set forth in Section 3(b)(xi) hereof and
        the
        number of directors comprising the 


      
        
          
          

        

        
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      Board
        shall not increase without the consent of the Placement Agent’s Board designee.
        The Placement Agent shall have the right to designate the nominee on the
        Subscribers’ behalf and shall receive an irrevocable proxy from each of the
        officers and directors of Newco granting the Placement Agent a proxy to vote
        their shares for the election of directors solely for the purpose of enforcing
        the Placement Agent’s rights described in this Section 4(j). In the event that
        any director designated by the Placement Agent on behalf of the Subscribers
        resigns or for any reason no longer serves as a director, then the Placement
        Agent, on behalf of the Subscribers, shall designate a replacement for such
        director and the Company agrees to nominate such designee in accordance with
        this Section 4(j).

       

      (k) Right
        of First
        Refusal.
        If the
        Pre-Bridge is consummated, the Placement Agent shall have the right of first
        refusal (the “Right
        of First
        Refusal”)
        for a
        period of two years from February 26, 2004 to act as exclusive placement
        agent or financial advisor in connection with any private placement of debt
        (which shall not include for the purposes hereof any senior secured bank
        financing) or equity securities of the Company and Newco, or any of their
        subsidiaries. Accordingly, if during such period the Company or Newco intends
        to
        engage in any of the above-referenced transactions, the Company or Newco,
        as the
        case may be, shall notify the Placement Agent in writing of such intention
        and
        of the proposed terms of the transaction. The Company or Newco, as the case
        may
        be, shall thereafter promptly furnish the Placement Agent with such information
        concerning the business, condition and prospects of the Company or Newco,
        as the
        Placement Agent may reasonably request. If within 20 business days of the
        mailing by registered mail addressed to the Placement Agent of such notice
        of
        intention and statement of terms the Placement Agent does not accept in writing
        such offer to act as underwriter or agent with respect to such offering or
        investment banker with respect to such transaction, upon the terms proposed,
        the
        Company or Newco as the case may be, shall be free to negotiate terms with
        other
        underwriters or agents with respect to such offering or investment banker
        with
        respect to such transaction, and to effect such offering or transaction on
        such
        proposed terms. Before the Company or Newco shall accept any proposal less
        favorable to the Company or Newco from such underwriter or agent or investment
        banker or if such transaction is not consummated within six (6) months, the
        Placement Agent’s preferential right shall be reinstated and the same procedure
        with respect to such modified proposal as provided above shall be adopted;
        provided, however, that the Placement Agent’s preferential right shall not be
        reinstated later than two years and a day after the Initial Closing Date.
        The
        failure by the Placement Agent to exercise its Right of First
        Refusal
        in any particular instance shall not affect in any way such right with respect
        to any other subsequent transaction.

       

      5. Representations,
        Warranties and Covenants of the Placement Agent.

       

      (a) No
        General Solicitation.
        No form
        of general solicitation or general advertising has been or will be used by
        the
        Placement Agent or any of its affiliates or representatives in connection
        with
        the offer and sale of any of the Series A Stock or PPO Shares, including,
        but
        not limited to, articles, notices or other communication published in any
        newspaper, magazine or similar medium or broadcast over television or radio,
        or
        any seminar or meeting whose attendees have been invited by general solicitation
        or general advertising.

       

      (b) Delivery
        of Memorandum.
        Prior
        to or simultaneously with the sale by the Company to any purchaser of any
        of the
        PPO Shares pursuant hereto, the Placement Agent will furnish to



      
        
          
          

        

        
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      such
        purchaser a copy of the Memorandum (and any amendment thereof or supplement
        thereto that the Company shall have furnished to the Placement Agent prior
        to
        the date of such sale).

       

      (c) Registration;
        Good Standing.
        The
        Placement Agent represents and warrants to the Company and Newco that it
        is: (1)
        a broker-dealer registered with the SEC pursuant to the Securities and Exchange
        Act of 1934, as amended (the “1934
        Act”);
        (2) a
        member in good standing of the National Association of Securities Dealers,
        Inc.;
        and (3) registered and qualified to act in each state and jurisdiction in
        which
        it is required to be registered as such in order to offer and sell the Series
        A
        Stock or the PPO Shares. 

       

      (d) Authorization.
        The
        Placement Agent represents and warrants to the Company and Newco that the
        person
        who has signed this Agreement on its behalf is duly authorized to so sign,
        and
        this Agreement is a valid and binding obligation of the Placement Agent,
        enforceable in accordance with its terms, subject, as to enforcement of
        remedies, to applicable bankruptcy, insolvency, reorganization, moratorium
        and
        other laws affecting the rights of creditors generally and the discretion
        of
        courts in granting equitable remedies and except that enforceability of the
        indemnification and contribution provisions set forth thereunder and hereunder
        may be limited by the federal securities laws of the United States or state
        securities laws or public policies related thereto.

       

      (e) Compliance
        with Regulation D.
        Neither
        the Placement Agent nor any of its affiliates nor any person acting on behalf
        of, or as agent for, the forgoing, shall take any action in connection with
        any
        offering hereunder which would cause such offering not to comply with Rule
        506
        of Regulation D.

       

      (f) Accredited
        Investors.
        The
        Placement Agent shall not offer the Series A Stock of the PPO Shares to any
        prospective Subscriber (i) if the Placement Agent has reason to believe that
        material information supplied or the representations and warranties made
        by that
        person are not fully accurate; or (ii) unless immediately prior to making
        such
        offer, the Placement Agent reasonably believes that such person is an
“accredited investor” as defined in Rule 501 promulgated under the 1933
        Act.

       

      (g)
        Investment
        Intent/Accredited Investor.
        The
        Placement Agent represents and warrants to the Company and Newco that it
        is an
“accredited investor” as defined in Rule 501 promulgated under the 1933 Act and
        that it is receiving the Agent’s Shares and the Agent’s Warrants for investment
        purposes and not with a present view toward resale or distribution.

       

      6. Indemnification.

       

      (a) The
        Company and Newco agree to indemnify and hold harmless the Placement Agent
        and
        each Selected Dealer, if any, and their respective shareholders, directors,
        officers, agents and controlling persons (an “Agent
        Indemnified Party”)
        against any and all loss, liability, claim, damage and expense whatsoever
        (and
        all actions in respect thereof), and to reimburse the 


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


       

      Placement
        Agent for reasonable legal fees and related expenses as incurred (including,
        but
        not limited to the costs of investigating, preparing or defending any such
        action or claim whether or not in connection with litigation in which the
        Placement Agent is a party and the costs of giving testimony or furnishing
        documents in response to a subpoena or otherwise), caused by or arising out
        of
        (i) any untrue statement or alleged untrue statement of a material fact
        contained in the Transaction Documents or the omission or alleged omission
        therefrom of a material fact necessary in order to make the statements therein,
        in light of the circumstances under which they were made, not misleading
        (provided, however, that the Company and Newco shall not be liable in any
        such
        case to the extent that any such loss, liability, claim, damage or expense
        arises out of or is based upon any untrue statement of a material fact or
        alleged untrue statement or a material fact provided by the Placement Agent
        in
        writing to the Company or Newco, as the case may be), (ii) any violation
        by the
        Company or Newco of the federal securities laws or the securities laws of
        any
        states, or otherwise arising out of the Placement Agent’s engagement hereunder,
        except in respect of any matters as to which the Placement Agent shall have
        been
        adjudicated to have acted with gross negligence, or (iii) any breach by the
        Company or Newco of any of its representations, warranties or covenants
        contained in this Agreement;
        provided,
        however,
        that in
        the case of each of clauses (ii) and (iii) hereof, there has been a final
        adjudication of such violation or breach by a court of competent
        jurisdiction.

       

      (b) The
        Placement Agent agrees to indemnify and hold harmless the Company and Newco
        and
        their shareholders, directors, officers, agents and controlling persons (a
        “Company
        or Newco Indemnified Party”
        and,
        together with an Agent Indemnified Party, an “Indemnified
        Party”)
        against any and all loss, liability, claim, damage and expense whatsoever
        (and
        all actions in respect thereof), and to reimburse the Company or Newco for
        reasonable legal fees and related expenses as incurred (including, but not
        limited to the costs of investigating, preparing or defending any such action
        or
        claim whether or not in connection with litigation in which the Company or
        Newco
        is a party and the costs of giving testimony or furnishing documents in response
        to a subpoena or otherwise), caused by or arising out of (i) any breach by
        the
        Placement Agent of any of its representations, warranties and covenants
        contained in this Agreement, or (ii) any violation by the Placement Agent
        of the
        federal securities laws or the securities laws of any state, or otherwise
        arising out of the Placement Agent’s engagement hereunder, except in respect of
        any matters as to which the Company and Newco shall have been adjudicated
        to
        have acted with gross negligence; provided,
        however,
        that in
        the case of each of clauses (i) and (ii) hereof, there has been a final
        adjudication of such breach or violation by a court of competent jurisdiction;
        and provided,
        however,
        that
        the aggregate liability of the Placement Agent under this Section 6 shall
        not
        exceed an amount equal to the aggregate placement fees received by the Placement
        Agent pursuant to Section 3(d)(i) or Section 3(d)(ii) hereof.

       

      (c) Promptly
        after receipt by an Indemnified Party under this Section of notice of the
        commencement of any action, the Indemnified Party will, if a claim in respect
        thereof is to be made against the party from whom indemnification is sought
        under this Section 6 (the “Indemnifying
        Party”),
        notify in writing the Indemnifying Party of the commencement thereof; but
        the
        omission so to notify the Indemnifying Party will not relieve the Indemnifying
        Party from any liability which it may have to the Indemnified Party otherwise
        under this Section except to the extent the defense of the claim is prejudiced.
        In case any such action is brought against an Indemnified Party, and it notifies
        the Indemnifying Party of the commencement thereof, the 


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


       

      Indemnifying
        Party will be entitled to participate in, and, to the extent that it may
        wish,
        jointly with any other indemnifying party similarly notified, to assume the
        defense thereof, subject to the provisions herein stated, with counsel
        reasonably satisfactory to the Indemnified Party, and after notice from the
        Indemnifying Party to the Indemnified Party of its election so to assume
        the
        defense thereof, the Indemnifying Party will not be liable to the Indemnified
        Party under this Section for any legal or other expenses subsequently incurred
        by the Indemnified Party in connection with the defense thereof other than
        reasonable costs of investigation (provided the Indemnifying Party has been
        advised in writing that such investigation is being undertaken). The Indemnified
        Party shall have the right to employ separate counsel in any such action
        and to
        participate in the defense thereof, but the fees and expenses of such counsel
        shall not be at the expense of the Indemnifying Party if the Indemnifying
        Party
        has assumed the defense of the action with counsel reasonably satisfactory
        to
        the Indemnified Party; provided that the reasonable fees and expenses of
        such
        counsel shall be at the expense of the Indemnifying Party if (i) the employment
        of such counsel has been specifically authorized in writing by the Indemnifying
        Party or (ii) the named parties to any such action (including any impleaded
        parties) include both the Indemnified Party or Parties and the Indemnifying
        Party and, in the reasonable judgment of counsel for the Indemnified Party,
        it
        is advisable for the Indemnified Party or Parties to be represented by separate
        counsel due to an actual conflict of interest (in which case the Indemnifying
        Party shall not have the right to assume the defense of such action on behalf
        of
        an Indemnified Party or Parties), it being understood, however, that the
        Indemnifying Party shall not, in connection with any one such action or separate
        but substantially similar or related actions in the same jurisdiction arising
        out of the same general allegations or circumstances, be liable for the
        reasonable fees and expenses of more than one separate firm of attorneys
        for all
        the Indemnified Parties. No settlement of any action against an Indemnified
        Party shall be made unless such an Indemnified Party is fully and completely
        released in connection therewith.

       

      7. Contribution.

       

      To
        provide for just and equitable contribution, if an Indemnified Party makes
        a
        claim for indemnification pursuant to Section 6 but it is found in a final
        judicial determination, not subject to further appeal, that such indemnification
        may not be enforced in such case, even though this Agreement expressly provides
        for indemnification in such case, then the Company and Newco (including for
        this
        purpose any contribution made by or on behalf of any officer, director, employee
        or agent for the Company or Newco, or any controlling person of the Company
        or
        Newco), on the one hand, and the Placement Agent and any Selected Dealers
        (including for this purpose any contribution by or on behalf of an Indemnified
        Party), on the other hand, shall contribute to the losses, liabilities, claims,
        damages, and expenses whatsoever to which any of them may be subject, in
        such
        proportions as are appropriate to reflect the relative benefits received
        by the
        Company or Newco, on the one hand, and the Placement Agent and the Selected
        Dealers, on the other hand; provided, however, that if applicable law does
        not
        permit such allocation, then other relevant equitable considerations such
        as the
        relative fault of the Company or Newco and the Placement Agent and the Selected
        Dealers in connection with the facts which resulted in such losses, liabilities,
        claims, damages, and expenses shall also be considered. In no case shall
        the
        Placement Agent or a Selected Dealer be responsible for a portion of the
        contribution obligation in excess of the compensation received by it or the
        Selected Dealers, as the case may be. No person guilty of a fraudulent
        misrepresentation shall be entitled to 


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


       

      contribution
        from any person who is not guilty of such fraudulent misrepresentation. For
        purposes of this Section 7, each person, if any, who controls the Placement
        Agent or a Selected Dealer within the meaning of Section 15 of the 1933 Act
        or
        Section 20(a) of the 1934 Act and each officer, director, stockholder, employee
        and agent of the Placement Agent or a Selected Dealer, shall have the same
        rights to contribution as the Placement Agent or the Selected Dealer, and
        each
        person, if any, who controls the Company or Newco within the meaning of Section
        15 of the 1933 Act or Section 20(a) of the 1934 Act and each officer, director,
        employee and agent of the Company or Newco, shall have the same rights to
        contribution as the Company or Newco, subject in each case to the provisions
        of
        this Section 7. Anything in this Section 7 to the contrary notwithstanding,
        no
        party shall be liable for contribution with respect to the settlement of
        any
        claim or action effected without its written consent. This Section 7 is intended
        to supersede any right to contribution under the 1933 Act, the 1934 Act,
        or
        otherwise.

       

      8. Miscellaneous.

       

      (a) Survival.
        Any
        termination of any offering hereunder without consummation thereof shall
        be
        without obligation on the part of any party except that the indemnification
        provided in Section 6 hereof and the contribution provided in Section 7 hereof
        shall survive any termination and shall survive the final Closing for a period
        of two years.

       

      (b) Representations,
        Warranties and Covenants to Survive Delivery.
        The
        respective representations, warranties, indemnities, agreements, covenants
        and
        other statements as of the date hereof and as of the date of each Closing
        shall
        survive execution of this Agreement and delivery of the Series A Stock and
        the
        PPO Shares and the termination of this Agreement for a period of one year
        after
        such respective event.

       

      (c) No
        Other Beneficiaries.
        This
        Agreement is intended for the sole and exclusive benefit of the parties hereto
        and their respective successors and controlling persons, and no other person,
        firm or corporation shall have any third-party beneficiary or other rights
        hereunder.

       

      (d) Governing
        Law; Resolution of Disputes.
        This
        Agreement shall be governed by and construed in accordance with the law of
        the
        State of New York without regard to conflict of law provisions. The Placement
        Agent, the Company and Newco will attempt to settle any claim or controversy
        arising out of this Agreement through consultation and negotiation in good
        faith
        and a spirit of mutual cooperation. Should such attempts fail, then the dispute
        will be mediated by a mutually acceptable mediator to be chosen by the Placement
        Agent the Company and Newco within 15 days after written notice from either
        party demanding mediation. Neither party may unreasonably withhold consent
        to
        the selection of a mediator, and the parties will share the costs of the
        mediation equally. Any dispute which the parties cannot resolve through
        negotiation or mediation within six months of the date of the initial demand
        for
        it by one of the parties may then be submitted to the courts for resolution.
        The
        use of mediation will not be construed under the doctrine of latches, waiver
        or
        estoppel to affect adversely the rights of either party. Nothing in this
        paragraph will prevent either party from resorting to judicial proceedings
        if
        (a) good faith efforts to resolve the dispute under these procedures have
        been
        unsuccessful or (b) interim relief from a court is necessary to prevent serious
        and irreparable injury.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


       

      (e) Counterparts.
        This
        Agreement may be signed in counterparts with the same effect as if both parties
        had signed one and the same instrument.

       

      (f) Notices.
        Any
        communications specifically required hereunder to be in writing, if sent
        to the
        Placement Agent, will be sent by overnight courier providing a receipt of
        delivery or by certified or registered mail to it at Strasbourger Pearson
        Tulcin
        Wolff Incorporated, 33 Whitehall Street, 17th
        Floor,
        New York, New York 10004, Att: Ron Moschetta, with a copy to Gottbetter
        & Partners, 488 Madison Ave., 12th
        Floor,
        New York, NY10022, Att: Louis R. Cammarosano and if sent to the Company or
        Newco, will be sent by overnight courier providing a receipt of delivery
        or by
        certified or registered mail to it at 1125 S. Walnut Street, South Bend,
        Indiana
        46619, Att: John Martell, with a copy to BT Law, 600 1st
        Source
        Bank Building, 100 N. Michigan, South Bend Indiana 46601, Att: Richard L.
        Mintz.

       

      (g) Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties with respect to
        the
        matters herein referred and supersedes all prior agreements and understandings,
        written and oral, between the parties with respect to the subject matter
        hereof.
        Neither this Agreement nor any term hereof may be changed, waived or terminated
        orally, except by an instrument in writing signed by the party against which
        enforcement of the change, waiver or termination is sought.

      


      



      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


       

      If
        the
        Placement Agent finds the foregoing is in accordance with its understanding
        with
        the Company and Newco, kindly sign and return to the Company and Newco a
        counterpart hereof, whereupon this instrument along with all counterparts
        will
        become a binding agreement between the Placement Agent the Company and
        Newco.

       

      


      
        	 	
                Very
                  truly yours,

              
	 	
                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

              


      

      


      


      


      
        	
                Agreed:

              	 	 	 
	
                 

                STRASBOURGER
                  PEARSON TULCIN WOLFF INCORPORATED

              
	
                 

                By:

              	
                 

                /s/
                  Michael J. Schumacher

              	 	 
	
                Name:

              	
                Michael
                  J. Schumacher

              	 	 
	
                Title:

              	
                President

              	 	 


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      


      Schedule
        2(c)

       

      Capitalization

       

      


      As
        of the
        date hereof, Newco is authorized to issue 220,000,000 shares of capital stock,
        consisting of 200,000,000 shares of common stock without par value and
        20,000,000 shares of preferred stock without par value. Newco has issued
        and
        outstanding 79,500,000 shares of common stock.

       

      As
        of the
        date hereof, the Company is authorized to issue a total of 1,010,000 shares
        of
        stock, divided into the following classes: (a) 10,000 shares of Common Stock,
        with no par value, and (b) 1,000,000 shares of Preferred Stock. The Company
        has
        issued 750,000 shares of Series A Convertible Redeemable Preferred Stock
        (“Series A Shares”) and 1,000 shares of Common Stock. The Series A Shares are
        convertible into shares of common stock of Newco. 

       

      The
        Company has received the following loans from St. Joseph Capital Bank (the
        “Bank”):

       

      
        	 	
                1.

              	
                One
                  Million Dollar ($1,000,000) line of credit, as evidenced by a promissory
                  note executed in favor of the Bank dated November 5, 2003 and that
                  certain
                  Business
                  Loan Agreement by and between the Company and the Bank dated September
                  13,
                  2002, as amended by that certain First Amendment to Business Loan
                  Agreement dated November 5, 2003, and that certain Second Amendment
                  to
                  Business Loan Agreement dated March 24, 2004 (the “Loan
                  Agreement”).
                  The note is payable on demand and is secured by the assets of the
                  Company.

              


      

       

      
        	 	
                2.

              	
                Four
                  Hundred Fifty Thousand Dollar ($450,000) line of credit, as evidenced
                  by a
                  promissory note executed in favor of the Bank dated November 5,
                  2003 and
                  the Loan Agreement. The note is payable on demand and is secured
                  by the
                  assets of the Company.

              


      

       

      
        	 	
                3.
                  

              	
                Term
                  loan in the amount of Five Hundred Thousand Dollars ($500,000),
                  as
                  evidenced by a promissory note executed in favor of the Bank dated
                  December 11, 2001. The maturity date of the note is December 11,
                  2006. The
                  note is secured by the assets of the
                  Company.

              


      

       

      The
        Company has outstanding loan obligations to John A. Martell, evidenced by
        the
        following promissory notes: 

       

      
        	 	
                1.

              	
                Promissory
                  Note, dated effective January 1, 2004, executed by the Company
                  in favor of
                  John A. Martell in the principal amount of $3,000,000. The note
                  evidences
                  the balance of the outstanding loan obligation as of January 1,
                  2004. The
                  original loan was made prior to January 1,
                  2004.

              


      

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      
        	 	
                2.

              	
                Promissory
                  Note, dated effective April 1, 2004, executed by the Company in
                  favor of
                  John A. Martell in the principal amount of $196,000. The note evidences
                  the balance of the outstanding loan obligation due to Mr. Martell
                  as of
                  April 1, 2004. The loan was made prior to April 1,
                  2004.

              


      

       

      Pursuant
        to Section 3(d) of this Agreement, upon the Closing(s), Newco will issue
        the
        Agent's Warrants and the Agent's Shares.

       

      



      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      Schedule
        2(d)

      


      Subsidiaries
        and Investments

      


       

      1. Newco
        owns 100% of the common shares of the Company.

       

      2. The
        Company owns 100% of Martell Electric LLC.

      


      



      
        
          
          

        

        
          24

          
            

          

        

         

      

      Schedule
        2(e)

      


      Financial
        Statements

      


      FINANCIAL
        STATEMENTS

       

      Following
        are the Company’s unaudited, management-compiled pro-forma financial statements
        for the fiscal year ended December 31, 2003 and the balance sheets as at
        December 31, 2003.


      Magnetech
        Integrated Services Corp.

      
        Pro
          forma Balance Sheet - December 31, 2003

      

      


      
        	 	 	
                Magnetech
                  Industrial Services, Inc.

              	 	
                Martell
                  Electric LLC

              	 	
                Pro
                  forma

              	 
	 	 	 	 	
                $$

              	 	
                $

              	 
	 	 	 	 	 	 	 	 
	
                Cash

              	 	 	
                (457,684

              	
                )

              	 	
                (12,490

              	
                )

              	 	
                (470,174

              	
                )

              
	
                Accounts
                  Receivable-Trade

              	 	 	
                3,077,946

              	 	 	
                94,243

              	 	 	
                3,172,189

              	 
	
                Accounts
                  Receivable-Inter-Co

              	 	 	
                225,095

              	 	 	
                112,666

              	 	 	
                0

              	 
	
                Prepaid
                  Expenses

              	 	 	
                147,112

              	 	 	
                1,521

              	 	 	
                148,632

              	 
	
                Inventory

              	 	 	
                2,890,967

              	 	 	
                30,092

              	 	 	
                2,921,059

              	 
	
                Other
                  Current Assets

              	 	 	
                49,827

              	 	 	
                0

              	 	 	
                49,827

              	 
	
                CURRENT
                  ASSETS

              	 	 	
                5,933,263

              	 	 	
                226,032

              	 	 	
                6,159,295

              	 
	
                Fixed
                  Assets

              	 	 	
                2,334,769

              	 	 	
                73,927

              	 	 	
                2,408,695

              	 
	
                Accumulated
                  Depreciation

              	 	 	
                (561,387

              	
                )

              	 	
                (5,330

              	
                )

              	 	
                (566,717

              	
                )

              
	
                NET
                  FIXED ASSETS

              	 	 	
                1,773,381

              	 	 	
                68,597

              	 	 	
                1,841,978

              	 
	
                Patents/Covenants

              	 	 	
                154,032

              	 	 	
                0

              	 	 	
                154,032

              	 
	
                Accumulated
                  Amortization

              	 	 	
                (102,937

              	
                )

              	 	
                0

              	 	 	
                (102,937

              	
                )

              
	
                PATENTS/COVENANTS

              	 	 	
                51,095

              	 	 	
                0

              	 	 	
                51,095

              	 
	
                OTHER
                  NONCURRENT ASSETS

              	 	 	
                0

              	 	 	
                50

              	 	 	
                50

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  ASSETS

              	 	 	
                7,757,739

              	 	 	
                294,679

              	 	 	
                8,052,418

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Accounts
                  Payable-Trade

              	 	 	
                1,916,457

              	 	 	
                51,669

              	 	 	
                1,968,125

              	 
	
                Accounts
                  Payable-Inter-Co

              	 	 	
                112,666

              	 	 	
                225,095

              	 	 	
                0

              	 
	
                Accruals

              	 	 	
                591,640

              	 	 	
                71,839

              	 	 	
                663,479

              	 
	
                Long
                  Term Debt-current portion

              	 	 	
                1,546,315

              	 	 	
                0

              	 	 	
                1,546,315

              	 
	
                CURRENT
                  LIABILITIES

              	 	 	
                4,167,078

              	 	 	
                348,602

              	 	 	
                4,515,680

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                LONG-TERM
                  DEBT

              	 	 	
                3,200,000

              	 	 	
                19,879

              	 	 	
                3,219,879

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                TOTAL
                  LIABILITIES

              	 	 	
                7,367,078

              	 	 	
                368,481

              	 	 	
                7,735,559

              	 


      

      
        	
                Common
                  Stock

              	 	 	
                1,000,000

              	 	 	
                500

              	 	 	
                1,000,500

              	 
	
                Retained
                  Earnings

              	 	 	
                (3,712,294

              	
                )

              	 	
                (74,302

              	
                )

              	 	
                (3,786,596

              	
                )

              
	
                Profit
                  year to date

              	 	 	
                0

              	 	 	
                0

              	 	 	
                0

              	 
	
                Additional
                  Paid in Capital

              	 	 	
                3,102,955

              	 	 	
                0

              	 	 	
                3,102,955

              	 
	
                EQUITY

              	 	 	
                390,661

              	 	 	
                (73,802

              	
                )

              	 	
                316,858

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                LIABILITIES
                  & EQUITY

              	 	 	
                7,757,739

              	 	 	
                294,679

              	 	 	
                8,052,418

              	 


      

      



      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      
        

          


          Magnetech
            Integrated Services, Corp.

           

          
            Proforma
              Income Statement - year ending December 31, 2003

             

          

          
            	 	 	
                    Magnetech
                      Industrial Services, Inc.

                  	 	
                    Martell
                      Electric LLC

                  	 	
                    Pro
                      forma Consolidation

                  	 
	 	 	
                     $

                  	 	
                    $

                  	 	
                    $

                  	 
	 	 	 	 	 	 	 	 
	
                    Sales
                      Revenues

                  	 	 	
                    15,279,443

                  	 	 	
                    212,113

                  	 	 	
                    15,491,556

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Cost
                      of Sales

                  	 	 	
                    11,883,883

                  	 	 	
                    223,853

                  	 	 	
                    12,107,736

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Gross
                      Profit

                  	 	 	
                    3,395,560

                  	 	 	
                    (11,740

                  	
                    )

                  	 	
                    3,383,820

                  	 
	
                    GP
                      %

                  	 	 	
                    22.2

                  	
                    %

                  	 	
                    -5.5

                  	
                    %

                  	 	
                    21.8

                  	
                    %

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    Selling,
                      general and administration
                      expenses

                  	 	 	
                    4,309,064

                  	 	 	
                    62,562

                  	 	 	
                    4,371,626

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Operating
                      Income (Loss)

                  	 	 	
                    (913,504

                  	
                    )

                  	 	
                    (74,302

                  	
                    )

                  	 	
                    (987,806

                  	
                    )

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    Interest
                      expense

                  	 	 	
                    125,624

                  	 	 	
                    0

                  	 	 	
                    125,624

                  	 
	 	 	 	 	 	 	 	 	 	 	 
	
                    Net
                      (Loss)

                  	 	 	
                    (1,039,128

                  	
                    )

                  	 	
                    (74,302

                  	
                    )

                  	 	
                    (1,113,430

                  	
                    )

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    EBITDA

                  	 	 	
                    (608,190

                  	
                    )

                  	 	
                    (68,972

                  	
                    )

                  	 	
                    (677,162

                  	
                    )

                  


          

          


        

         

        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      Schedule
        2(f)

       

      Absence
        of Changes

      


       

      
        	 	
                1.

              	
                See
                  Schedule 2(c) for debt obligations incurred by the Company.
                  

              


      

       

      
        	 	
                2.

              	
                As
                  indicated on Schedule 2(c), the Loan Agreement was amended on March
                  24,
                  2004.

              


      

       

      
        	 	
                3.

              	
                The
                  Company has sold shares of Series A Stock in connection with the
                  Pre-Bridge.

              


      

       

      



      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


       

      Schedule
        2(h)

       

      Proprietary
        Rights

       

      U.S.
        Patent No. 6,412,837 (U.S. Serial No. 09/749,366) is not in the name of the
        Company. The Company is attempting to obtain an assignment of the patent
        from
        its owners: Carlton G. Smith, Steven B. Begyn, David M. Futa, Lance E. Long
        and
        Jack Long. The Company is not currently using this patent, but may do so
        in the
        future.

      


      


      



      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      


      Schedule
        2(g)

       

      Title

       

      The
        Bank
        has a security interest in all of the Company’s inventory, raw materials, work
        in process, equipment, vehicles, furniture, fixture, accounts, general
        intangibles and other assets as
        evidenced by UCC-1 Financing Statement number 2349461
        filed
        with the Indiana Secretary of State.

       

       

       

       

       

      29

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        

          
            	
                    IMPORTANT:

                  	
                    Investor
                      Name: ____________________

                  
	
                    Please
                      Complete

                  	 


          

          


           

          INDIVIDUAL
            INVESTOR QUESTIONNAIRE

           

          _________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

           __________________________

           

          Magnetech
            Integrated Services Corp

          1125
            S.
            Walnut St.

          South
            Bend, Indiana 46619

           

            The
            information contained in this Questionnaire is being furnished in order
            to
            determine whether the undersigned’s subscription to purchase shares of Common
            Stock (the “Common Stock”) in Magnetech Integrated Services Corp (the “Company”)
            may be accepted.

          


          One
            (1)
            copy of this Questionnaire should be completed, signed, dated and delivered
            to
            Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
            17th
            Floor,
            New York, New York 10004. Please contact Weikai Lang at 646-459-6988
            if you have
            any questions with respect to this Questionnaire.

           

            ALL
            INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
            The
            undersigned understands, however, that the Company may present this
            Questionnaire to such parties as it deems appropriate if called upon
            to
            establish that the proposed offer and sale of the Common Stock is exempt
            from
            registration under the Securities Act of 1933, as amended, or meets the
            requirements of applicable state securities or “blue sky” laws. Further, the
            undersigned understands that the offering is required to be reported
            to the
            Securities and Exchange Commission and to various state securities or
“blue sky”
            regulators.

            

          
            	 

                    IF
                      YOU ARE PURCHASING COMMON STOCK WITH YOUR SPOUSE, YOU MUST
                      BOTH SIGN THE
                      SIGNATURE PAGE (PAGE A_5).

                  


          

            

          
            	 

                    IF
                      YOU ARE PURCHASING COMMON STOCK WITH ANOTHER PERSON NOT YOUR
                      SPOUSE, YOU
                      MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE.
                      Please make a photocopy of pages A_1 to A_5 and return both
                      completed
                      Questionnaires to the Placement Agent in the same
                      envelope.

                  


          

           

          
            	
                    I.

                  	
                    PLEASE
                      INDICATE DESIRED TYPE OF OWNERSHIP OF COMMON
                      STOCK:

                  


          

           

          [  ] Individual

           

          [  ] Joint
            Tenants (rights of survivorship)

           

          [  ] Tenants
            in Common (no rights of survivorship)


          
            
              
              

            

            
              A-1

              
                

              

            

            
              
              

            

          


           

          
            	
                    II.

                  	
                    PLEASE
                      CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
                      YOU.

                  


          

          
            	
                     

                    [  ]

                  	
                     

                    1.

                  	
                     

                    I
                      have an individual net worth* 
                      or
                      joint net worth with my spouse in excess of $1,000,000.

                  
	
                     

                    [  ]

                  	
                     

                    2.

                  	
                     

                    I
                      have had an individual income*
                      in
                      excess of $200,000 in each of the previous two years and I
                      reasonably
                      expect an individual income in excess of $200,000 for this
                      year. NOTE: IF
                      YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE
                      AN INDIVIDUAL
                      INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER
                      TO CHECK THIS
                      BOX.

                  
	
                     

                    [  ]

                  	
                     

                    3.

                  	
                     

                    My
                      spouse and I have had a joint income*
                      in
                      excess of $300,000 in each of the previous two years and I
                      reasonably
                      expect a joint income in excess of $300,000 for this
                      year.

                  
	
                     

                    [  ]

                  	
                     

                    4.

                  	
                     

                    I
                      am a director and/or an executive officer of the Company as
                      such terms are
                      defined in Regulation D promulgated under the Securities Act
                      of 1933, as
                      amended.

                  


          

           

          
            	
                    III.

                  	
                    OTHER
                      CERTIFICATIONS

                  


          

           

          By
            signing the Signature Page, I certify the following (or, if I am purchasing
            Common Stock with my spouse as co-owner, each of us certifies the
            following):

           

          
            	 	
                    (a)

                  	
                    that
                      I am at least 21 years of age;

                  


          

           

          
            	 	
                    (b)

                  	
                    that
                      my purchase of Common Stock will be solely for my own account
                      and not for
                      the account of any other person (other than my spouse, if
                      co-owner);

                  


          

           

          
            	 	
                    (c)

                  	
                    that
                      the name, home address and social security number or taxpayer
                      identification number as set forth in this Questionnaire are
                      true, correct
                      and complete; and

                  


          

           

          
            	 	
                    (d)

                  	
                    that
                      one of the following is true and correct (check
                      one):

                  


          

           

          __________________

           

          *For
            purposes of this Questionnaire, the term "net worth" means the excess
            of total
            assets over total liabilities. In determining income, an investor should
            add to
            his or her adjusted gross income any amounts attributable to tax-exempt
            income
            received, losses claimed as a limited partner in any limited partnership,
            deductions claimed for depletion, contributions to IRA or Keogh retirement
            plans, alimony payments and any amount by which income from long-term
            capital
            gains has been reduced in arriving at adjusted gross income.


          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

          


           

          
            	 	
                    Purchaser

                  	
                    Spouse,
                      if Co-Owner

                  	 
	 	
                    [  ]

                  	
                    [  ]

                  	
                    I
                      am a United States citizen or resident of the United States
                      for United
                      States federal income tax purposes.

                  
	 	 	 	 
	 	
                    [  ]

                  	
                    [  ]

                  	
                    I
                      am neither a United States citizen nor a resident of the United
                      States for
                      United States federal income tax
                      purposes.

                  


          

           

           

          
            	
                    IV.

                  	
                    GENERAL
                      INFORMATION

                  


          

           

          
            	 	
                    (a)

                  	
                    PERSONAL
                      INFORMATION

                  


          

          
            	
                     

                    Purchaser

                  
	
                     

                    Name:

                  	 
	
                     

                    Social
                      Security or Taxpayer Identification Number:

                  	 
	
                     

                    Residence
                      Address:

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Residence
                      Telephone Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	
                    (Number)

                  
	
                     

                    Residence
                      Facsimile Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	
                    (Number)

                  
	
                     

                    Name
                      of Business:

                  	 
	
                     

                    Business
                      Address:

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Business
                      Telephone Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	
                    (Number)

                  
	
                     

                    Business
                      Facsimile Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	
                    (Number)

                  	 
	
                     

                    I
                      prefer to have correspondence sent to:

                  	
                     

                    [  ]  Residence

                  	
                     

                    [  ]  Business

                  


          

           

          



          
            
              
              

            

            
              A-3

              
                

              

            

            
              
              

            

          

          


          
            	
                     

                    E-mail
                      Address:

                  	 
	
                     

                    NASD
                      Affiliation or Association, if any:

                  	 
	
                    If
                      none, check here  

                  	
                    [  ]

                  


          

           

          


          
            	
                     

                    Spouse,
                      if Co-Owner

                  
	
                     

                    Name:

                  	 
	
                     

                    Social
                      Security or Taxpayer Identification Number:

                  	 
	
                     

                    Residence
                      Address (if different from Purchaser’s):

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Residence
                      Telephone Number Address (if different from Purchaser’s):

                  	 
	 	 	
                    (Area
                      Code)

                  	
                    (Number)

                  
	
                     

                    Name
                      of Business Address (if different from Purchaser’s):

                  	 
	
                     

                    Business
                      Address Address (if different from Purchaser’s):

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Business
                      Telephone Number Address (if different from Purchaser’s):

                  	 
	 	 	
                    (Area
                      Code)

                  	
                    (Number)

                  
	
                     

                    I
                      prefer to have correspondence sent to:

                  	
                     

                    [  ]  Residence

                  	
                     

                    [  ]  Business

                  
	
                     

                    NASD
                      Affiliation or Association, if any:

                  	 
	
                    If
                      none, check here  

                  	
                    [  ]

                  	 


          

           

          V. SIGNATURE

           

          The
            Signature Page to this Questionnaire is contained on page A-5, entitled
            Individual Signature Page.

           

          
            
              
              

            

            
              A-4

              
                

              

            

            
              
              

            

          

           

          INDIVIDUAL
            SIGNATURE PAGE

          _____________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

          
            _____________________________

          

           

          The
            undersigned represents that (a) the information contained in this Questionnaire
            is complete and accurate and (b) he/she will telephone Weikai Lang at
            646-459-6988 immediately if any material change in any of this information
            occurs before the acceptance of his/her subscription and will promptly
            send
            Weikai Lang confirmation of such change.

           

           

          
            	 	 	 
	
                    Dollar
                      Amount of Common Stock Applied For

                  	 	
                    Date

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                    Name
                      (Please Type or Print)

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                    Signature

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                    Name
                      of Spouse if Co-Owner

                  
	
                     

                  	
                     

                  	
                    (Please
                      Type or Print)

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                    Signature
                      of Spouse if Co-Owner

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                    IF
                      YOU ARE PURCHASING COMMON STOCK WITH YOUR SPOUSE, YOU MUST
                      BOTH SIGN THIS
                      SIGNATURE PAGE (PAGE A-5).

                  


          

           

          
             

            
              	 

                      IF
                        YOU ARE PURCHASING COMMON STOCK WITH YOUR SPOUSE, YOU MUST
                        BOTH SIGN THIS
                        SIGNATURE PAGE (PAGE A_5).

                    


            

             

          

           

          
            	 

                    IF
                      YOU ARE PURCHASING COMMON STOCK WITH ANOTHER PERSON NOT YOUR
                      SPOUSE, YOU
                      MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please
                      make a photocopy of pages A_1 to A_5 and return both completed
                      Questionnaires to the Placement Agent in the same
                      envelope.

                  


          

           

          THE
            SECURITIES COMPRISING THE COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
            THE
            SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
            OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
            IN BY
            COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
            OF
            SUCH SECURITIES IS NOT REQUIRED.


          
            
              
              

            

            
              A-5

              
                

              

            

            
              
              

            

          


           

          


          
            	
                    IMPORTANT:

                  	
                    Investor
                      Name: ________________________

                  
	
                    Please
                      Complete

                  	 


          

           

          TRUST
            QUESTIONNAIRE

           

          __________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          _________________________

           

          Magnetech
            Integrated Services Corp

          1125
            S.
            Walnut St.

          South
            Bend, Indiana 46619

           

          The
            information contained in this Questionnaire is being furnished in order
            to
            determine whether the undersigned TRUST’s subscription to purchase shares of
            Common Stock (the “Common Stock”) of Magnetech Integrated Services Corp (the
“Company”) may be accepted.

          


          One
            (1)
            copy of this Questionnaire should be completed, signed, dated and delivered
            to
            Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
            17th
            Floor,
            New York, New York 10004. Please contact Weikai Lang at 646-459-6988
            if you have
            any questions with respect to this Questionnaire.

           

          ALL
            INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
            The
            undersigned TRUST understands, however, that the Company may present
            this
            Questionnaire to such parties as it deems appropriate if called upon
            to
            establish that the proposed offer and sale of the Common Stock is exempt
            from
            registration under the Securities Act of 1933, as amended, or meets the
            requirements of applicable state securities or “blue sky” laws. Further, the
            undersigned TRUST understands that the offering is required to be reported
            to
            the Securities and Exchange Commission and to various state securities
            or “blue
            sky” regulators.

           

            

          
            	 

                    NOTE:
                      RETIREMENT PLANS SHOULD COMPLETE THE QUESTIONNAIRE ON PAGES
                      E_1 to
                      E-5.

                  


          

           

          I. PLEASE
            CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE.

           

          
            	 	
                     

                    [  ]

                  	
                     

                    1.

                  	
                     

                    (a)

                  	
                     

                    the
                      TRUST has total assets in excess of $5,000,000; and

                  
	 	 	 	
                     

                    (b)

                  	
                     

                    the
                      TRUST was not formed for the specific purpose of acquiring
                      the Common
                      Stock; and

                  
	 	 	 	
                     

                    (c)

                  	
                     

                    the
                      purchase by the TRUST is directed by a person who has such
                      knowledge and
                      experience in financial and business matters that he/she is
                      capable of
                      evaluating the merits and risks of an investment in the Common
                      Stock.

                  


          

           

          



          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          


           

          


          
            	 	
                     

                    [  ]

                  	
                     

                    2.

                  	
                     

                    The
                      grantor of the TRUST may revoke the TRUST at any time; the
                      grantor retains
                      sole investment control over the assets of the trust and

                  
	 	 	 	
                     

                    (a)

                  	
                     

                    the
                      grantor is a natural person whose individual net worth* or
                      joint net worth
                      with the grantor’s spouse exceeds $1,000,000; or 

                  
	 	 	 	
                     

                    (b)

                  	
                     

                    the
                      grantor is a natural person who had an individual income*
                      in
                      excess of $200,000 in each of the previous two years and who
                      reasonably
                      expects an individual income in excess of $200,000 for this
                      year;
                      or

                  
	 	 	 	
                     

                    (c)

                  	
                     

                    the
                      grantor is a natural person who, together with his or her spouse,
                      has had
                      a joint income*
                      in
                      excess of $300,000 in each of the previous two years and who
                      reasonably
                      expects a joint income in excess of $300,000 for this
                      year.

                  
	
                    IF
                      YOU CHECKED STATEMENT 2 IN SECTION I AND DID NOT CHECK STATEMENT
                      1, THE
                      TRUST MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE
                      (PAGES
                      A-1 TO A-5) FOR EACH
                      GRANTOR.

                  


          

           

          
            	
                    II.

                  	
                    OTHER
                      CERTIFICATIONS

                  


          

           

          By
            signing the Signature Page, the undersigned certifies the
            following:

          


          
            	 	
                     

                    (a)

                  	
                     

                    that
                      the TRUST’s purchase of the Common Stock will be solely for the TRUST’s
                      own account and not for the account of any other
                      person;

                  
	 	
                     

                    (b)

                  	
                     

                    that
                      the TRUST’s purchase of the Common Stock is within the investment powers
                      and authority of the TRUST (as set forth in the declaration
                      of trust or
                      other governing instrument) and that all necessary consents,
                      approvals and
                      authorizations for such purchase have been obtained and that
                      each person
                      who signs the Signature Page has all requisite power and authority
                      as
                      trustee to execute this Questionnaire and the Stock Purchase
                      Agreement on
                      behalf of the TRUST;

                  
	 	
                     

                    (c)

                  	
                     

                    that
                      the TRUST has not been established in connection with either
                      (i) an
                      employee benefit plan (as defined in Section 3(3) of ERISA),
                      whether or
                      not subject to the provisions of Title I of ERISA, or (ii)
                      a plan
                      described in Section 4975(e)(i) of the Internal Revenue
                      Code;

                  
	 	
                     

                    (d)

                  	
                     

                    that
                      the TRUST’s name, address of principal office, place of formation and
                      taxpayer identification number as set forth in this Questionnaire
                      are
                      true, correct and complete; and

                  
	 	
                     

                    (e)

                  	
                     

                    that
                      one of the following is true and correct (check
                      one):

                  


          

           

          ________________________

           

          *For
            purposes of this Questionnaire, the term "net worth" means the excess
            of total
            assets over total liabilities. In determining income, an investor should
            add to
            his or her adjusted gross income any amounts attributable to tax-exempt
            income
            received, losses claimed as a limited partner in any limited partnership,
            deductions claimed for depletion, contributions to IRA or Keogh retirement
            plans, alimony payments and any amount by which income from long-term
            capital
            gains has been reduced in arriving at adjusted gross income.


          
            
              
              

            

            
              B-2

              
                

              

            

            
              
              

            

          


          


          
            	 	
                     

                    [  ]

                  	
                     

                    (i)

                  	
                     

                    the
                      TRUST is an estate or trust whose income from sources outside
                      of the
                      United States is includable in its gross income for United
                      States federal
                      tax purposes regardless of its connection with a trade or business
                      carried
                      on in the United States.

                  
	 	
                     

                    [  ]

                  	
                     

                    (ii)

                  	
                     

                    the
                      TRUST is an estate or trust whose income from sources outside
                      the United
                      States is not includable in its gross income for United States
                      federal
                      income taxes purposes regardless of its connection with a trade
                      or
                      business carried on in the United
                      States.

                  


          

           

          
            	
                    III.

                  	
                    GENERAL
                      INFORMATION

                  


          

           

          
            	 	
                    (a)

                  	
                    PROSPECTIVE
                      PURCHASER (THE TRUST)

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Address:

                  	 
	 	
                     

                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                    Address
                      for Correspondence (if different):

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Telephone
                      Number:

                  	 
	 	
                    (Area
                      Code)

                  	
                    (Number)

                  
	
                     

                    State
                      in which Formed:

                  	 
	
                     

                    Date
                      of Formation:

                  	 
	
                     

                    Taxpayer
                      Identification Number:

                  	 


          

           

          
            	 	
                    (b)

                  	
                    TRUSTEES
                      WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                      TRUST

                  


          

          
            	
                     

                    Name(s)
                      of Trustee(s):

                  	 
	
                     

                    E-mail
                      Address: 

                  	 
	
                     

                    NASD
                      Affiliation or Association of Trustee(s), if any:

                  	 
	 	
                    If
                      none, check here  

                  	
                    [  ]

                  


          


          
            
              
              

            

            
              B-3

              
                

              

            

            
              
              

            

          


           

          
            	
                    IV.

                  	
                    ADDITIONAL
                      INFORMATION

                  


          

           

          A
            TRUST
            must attach a copy of its declaration of trust or other governing instrument,
            as
            amended, as well as all other documents that authorize the TRUST to invest
            in
            the Common Stock. All documentation must be complete and correct.

           

          
            	
                    V.

                  	
                    SIGNATURE

                  


          

           

          The
            Signature Page to this Questionnaire is contained on page B-5, entitled
            Trust
            Signature Page.

           

           

           

          
            
              
              

            

            
              B-4

              
                

              

            

            
              
              

            

          

           

          TRUST
            SIGNATURE PAGE

           

          _______________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          ________________________

           

          1. The
            undersigned represents that (a) the information contained in this Questionnaire
            is complete and accurate and (b) the TRUST will notify Weikai Lang, at
            646-459-6988 immediately if any material change in any of this information
            occurs before the acceptance of the TRUST’s subscription and will promptly send
            Weikai Lang written confirmation of such change.

           

          2. The
            undersigned TRUST hereby represents and warrants that the persons signing
            this
            Questionnaire on behalf of the TRUST are duly authorized to acquire the
            Common
            Stock and sign this Questionnaire and the Stock Purchase Agreement on
            behalf of
            the TRUST and, further, that the undersigned TRUST has all requisite
            authority
            to purchase such Common Stock and enter into the Stock Purchase
            Agreement.

          


          
            	
                    Dollar
                      Amount of Common Stock Applied For

                  	
                    Date

                  	 
	 	
                    Title
                      of Trust

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	
                     

                    By:

                  	 
	 	 	
                    Signature
                      of Trustee

                  
	 	
                     

                    Name
                      of Trustee:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	
                     

                    By:

                  	 
	 	 	
                    Signature
                      of Co-Trustee

                  
	 	
                     

                    Name
                      of Co-Trustee:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  


          

           

          THE
            SECURITIES COMPRISING THE COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
            THE
            SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
            OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
            IN BY
            COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
            OF
            SUCH SECURITIES IS NOT REQUIRED.


          
            
              
              

            

            
              B-5

              
                

              

            

            
              
              

            

          


           

          


          
            	
                    IMPORTANT:

                  	
                    Investor
                      Name:_________________

                  
	
                    Please
                      Complete

                  	 


          

           

          PARTNERSHIP
            QUESTIONNAIRE

           

          ________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          ________________________

           

          Magnetech
            Integrated Services Corp

          1125
            S.
            Walnut St.

          South
            Bend, Indiana 46619

           

          The
            information contained in this Questionnaire is being furnished in order
            to
            determine whether the undersigned PARTNERSHIP’s subscription to purchase shares
            of Common Stock (the “Common Stock”) of Magnetech Integrated Services Corp (the
“Company”) may be accepted.

          


          One
            (1)
            copy of this Questionnaire should be completed, signed, dated and delivered
            to
            Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
            17th
            Floor,
            New York, New York 10004. Please contact Weikai Lang at 646-459-6988
            if you have
            any questions with respect to this Questionnaire.

           

          ALL
            INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
            The
            undersigned PARTNERSHIP understands, however, that the Company may present
            this
            Questionnaire to such parties as it deems appropriate if called upon
            to
            establish that the proposed offer and sale of the Common Stock is exempt
            from
            registration under the Securities Act of 1933, as amended, or meets the
            requirements of applicable state securities or “blue sky” laws. Further, the
            undersigned PARTNERSHIP understands that the offering is required to
            be reported
            to the Securities and Exchange Commission and to various state securities
            or
“blue sky” regulators.

           

          
            	
                    I.

                  	
                    PLEASE
                      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                      PARTNERSHIP.

                  


          

          
            	 	
                     

                    [  ]

                  	
                     

                    1.

                  	
                     

                    Each
                      of the partners of the undersigned PARTNERSHIP is able to certify
                      that
                      such partner meets at least one of the following
                      conditions:

                  
	 	 	
                     

                    (a)

                  	
                     

                    The
                      partner is a natural person whose individual net worth* or
                      joint net worth with his or her spouse exceeds
                      $1,000,000.

                  


          

           

          ________________________

           

          *For
            purposes of this Questionnaire, the term "net worth" means the excess
            of total
            assets over total liabilities. In determining income, an investor should
            add to
            his or her adjusted gross income any amounts attributable to tax-exempt
            income
            received, losses claimed as a limited partner in any limited partnership,
            deductions claimed for depletion, contributions to IRA or Keogh retirement
            plans, alimony payments and any amount by which income from long-term
            capital
            gains has been reduced in arriving at adjusted gross income.

           

          



          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

          


           

          


          
            	 	 

                    (b)

                  	
                     

                     

                  	
                     

                    The
                      partner is a natural person whose individual income*
                      was in excess of $200,000 in each of the previous two years
                      and who
                      reasonably expects an individual income in excess of $200,000
                      for this
                      year.

                  
	 	
                     

                    [  ]

                  	
                     

                    2.

                  	
                     

                    Each
                      of the partners of the undersigned PARTNERSHIP is able to certify
                      that
                      such partner is a natural person who, together with his or
                      her spouse, has
                      had a joint income*
                      in
                      excess of $300,000 in each of the previous two years and who
                      reasonably
                      expects a joint income in excess of $300,000 for this
                      year.

                  
	 	
                     

                    [  ]

                  	
                     

                    3.

                  	
                     

                    The
                      undersigned PARTNERSHIP: (a) was not formed for the specific
                      purpose of
                      acquiring the Common Stock; and
                      (b) has total assets in excess of
                      $5,000,000.

                  


          

           

          


          
            	 

                    IF
                      YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I AND DID
                      NOT CHECK
                      STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL
                      PARTNER OF THE
                      UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER
                      A
                      GENERAL OR LIMITED PARTNER) AND THE REASON (UNDER STATEMENT
                      1 OR STATEMENT
                      2) SUCH PARTNER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE
                      BASIS OF NET
                      WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH PARTNER
                      MUST PROVIDE A
                      COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A_1 TO
                      A_5).

                  


          

           

          
            	
                    II.

                  	
                    OTHER
                      CERTIFICATIONS

                  


          

           

          By
            signing the Signature Page, the undersigned certifies the
            following:

           

          
            	 	
                    (a)

                  	
                    that
                      the PARTNERSHIP’s purchase of the Common Stock will be solely for the
                      PARTNERSHIP’s own account and not for the account of any other
                      person;

                  


          

           

          
            	 	
                    (b)

                  	
                    that
                      the PARTNERSHIP’s name, address of principal office, place of formation
                      and taxpayer identification number as set forth in this Questionnaire
                      are
                      true, correct and complete; and

                  


          

           

          
            	 	
                    (c)

                  	
                    that
                      one of the following is true and correct (check
                      one):

                  


          

           

          [  ] (i) the
            PARTNERSHIP is a partnership formed in or under the laws of the United
            States or
            any political subdivision thereof.

           

          [  ] (ii) the
            PARTNERSHIP is not a partnership formed in or under the laws of the United
            States or any political subdivision thereof.

           

          
            	
                    III.

                  	
                    GENERAL
                      INFORMATION

                  


          

           

          
            	 	
                    (a)

                  	
                    PROSPECTIVE
                      PURCHASER (THE PARTNERSHIP)

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Principal
                      Place of Business:

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	
                    (State)                 (Zip
                      Code)            

                  


          

           

          



          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

          

           

          
            	
                     

                    Address
                      for Correspondence (if different):

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Telephone
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 
	
                     

                    Facsimile
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 
	
                     

                    State
                      in which Formed:

                  	 
	
                     

                    Date
                      of Formation:

                  	 
	
                     

                    Taxpayer
                      Identification Number:

                  	 
	
                     

                    Number
                      of Partners:

                  	 
	
                     

                    E-mail
                      Address: 

                  	 
	
                     

                    NASD
                      Affiliation or Association of the PARTNERSHIP, if any:

                  	 
	 	
                    If
                      none, check
                      here    [  ]

                  


          

           

          
            	 	
                    (b)

                  	
                    INDIVIDUAL
                      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                      PARTNERSHIP

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Position
                      or Title:

                  	 


          

           

          
            	
                    IV.

                  	
                    SIGNATURE

                  


          

           

          The
            Signature Page to this Questionnaire is contained on page C-4, entitled
            Partnership Signature Page.

           

           

          
            
              
              

            

            
              C-3

              
                

              

            

            
              
              

            

          

           

          PARTNERSHIP
            SIGNATURE PAGE

           

          ________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          ________________________

           

          1. The
            undersigned PARTNERSHIP represents that (a) the information contained
            in this
            Questionnaire is complete and accurate and (b) the PARTNERSHIP will notify
            Weikai Lang, at 646-459-6988 immediately if any material change in any
            of this
            information occurs before the acceptance of the undersigned PARTNERSHIP’s
            subscription and will promptly send Weikai Lang written confirmation
            of such
            change.

           

          2. The
            undersigned PARTNERSHIP hereby represents and warrants that the person
            signing
            this Questionnaire and the Stock Purchase Agreement on behalf of the
            PARTNERSHIP
            is a general partner of the PARTNERSHIP, has been duly authorized by
            the
            PARTNERSHIP to acquire the Common Stock and sign the Stock Purchase Agreement
            on
            behalf of the PARTNERSHIP and, further, that the undersigned PARTNERSHIP
            has all
            requisite authority to purchase such Common Stock and enter into the
            Stock
            Purchase Agreement.

          
            	 	 	 
	
                    Dollar
                      Amount of Common Stock Applied For

                  	 	
                    Date

                  	 
	 	 	 
	 	 	
                    Name
                      of Partnership

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    By:

                  	 
	 	 	
                    (Signature)

                  
	 	 	
                     

                    Name:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    Title:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  


          

           

          THE
            SECURITIES COMPRISING THE COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
            THE
            SECURITIES ACT OR 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
            OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
            IN BY
            COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
            OF
            SUCH SECURITIES IS NOT REQUIRED.


          
            
              
              

            

            
              C-4

              
                

              

            

            
              
              

            

          

           

          
            	
                     

                    IMPORTANT:

                  	
                     

                    Investor
                      Name: ___________

                  
	
                    Please
                      Complete

                  	 


          

           

          CORPORATION
            QUESTIONNAIRE

           

          ______________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

          
            ______________________

             

          

            

          Magnetech
            Integrated Services Corp

          1125
            S.
            Walnut St.

          South
            Bend, Indiana 46619

           

          The
            information contained in this Questionnaire is being furnished in order
            to
            determine whether the undersigned CORPORATION’s subscription to purchase shares
            of Common Stock (the “Common Stock”) of Magnetech Integrated Services Corp (the
“Company”) may be accepted.

          


          One
            (1)
            copy of this Questionnaire should be completed, signed, dated and delivered
            to
            Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
            17th
            Floor,
            New York, New York 10004. Please contact Weikai Lang at 646-459-6988
            if you have
            any questions with respect to this Questionnaire.

           

          ALL
            INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
            The
            undersigned CORPORATION understands, however, that the Company may present
            this
            Questionnaire to such parties as it deems appropriate if called upon
            to
            establish that the proposed offer and sale of the Common Stock is exempt
            from
            registration under the Securities Act of 1933, as amended, or meets the
            requirements of applicable state securities or “blue sky” laws. Further, the
            undersigned CORPORATION understands that the offering is required to
            be reported
            to the Securities and Exchange Commission and to various state securities
            or
“blue sky” regulators.

           

          
            	
                    I.

                  	
                    PLEASE
                      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                      CORPORATION.

                  


          

          
            	 	
                     

                    [  ]

                  	
                     

                    1.

                  	
                     

                    Each
                      of the shareholders of the undersigned CORPORATION is able
                      to certify that
                      such shareholder meets at least one of the following two
                      conditions:

                  
	 	 	
                     

                    (a)

                  	
                     

                    The
                      shareholder is a natural person whose individual net worth*
                      or joint net
                      worth with his or her spouse exceeds $1,000,000;
                      or

                  


          

           

          ________________________

           

          *For
            purposes of this Questionnaire, the term "net worth" means the excess
            of total
            assets over total liabilities. In determining income, an investor should
            add to
            his or her adjusted gross income any amounts attributable to tax-exempt
            income
            received, losses claimed as a limited partner in any limited partnership,
            deductions claimed for depletion, contributions to IRA or Keogh retirement
            plans, alimony payments and any amount by which income from long-term
            capital
            gains has been reduced in arriving at adjusted gross income.


          
            
              
              

            

            
              D-1

              
                

              

            

            
              
              

            

          


           

          


          
            	 	 	
                     

                    (b)

                  	
                     

                    The
                      shareholder is a natural person who had an individual income*
                      in
                      excess of $200,000 in each of the previous two years and who
                      reasonably
                      expects an individual income in excess of $200,000 for this
                      year.

                  
	 	
                     

                    [  ]

                  	
                     

                    2.

                  	
                     

                    Each
                      of the shareholders of the undersigned CORPORATION is able
                      to certify that
                      such shareholder is a natural person who, together with his
                      or her spouse,
                      has had a joint income*
                      in
                      excess of $300,000 in each of the previous two years and who
                      reasonably
                      expects a joint income in excess of $300,000 for this
                      year.

                  
	 	
                     

                    [  ]

                  	
                     

                    3.

                  	
                     

                    The
                      undersigned CORPORATION: (a) was not formed for the specific
                      purpose of
                      acquiring any Common Stock; and
                      (b) has total assets in excess of
                      $5,000,000.

                  


          

           

            

          
            	 

                    IF
                      YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION 1 AND DID
                      NOT CHECK
                      STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER
                      OF THE
                      UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER
                      AND THE
                      REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER
                      QUALIFIES
                      AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
                      INCOME OR
                      JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED
                      INDIVIDUAL
                      INVESTOR QUESTIONNAIRE (PAGES A_1 TO
                      A_5).

                  


          

           

           

          
            	
                    II.

                  	
                    OTHER
                      CERTIFICATIONS

                  


          

           

          By
            signing the Signature Page, the undersigned certifies the
            following:

           

          
            	 	
                    (a)

                  	
                    that
                      the CORPORATION’s purchase of the Common Stock will be solely for the
                      CORPORATION’s own account and not for the account of any other person or
                      entity;

                  


          

           

          
            	 	
                    (b)

                  	
                    that
                      the CORPORATION’s name, address of principal office, place of
                      incorporation and taxpayer identification number as set forth
                      in this
                      Questionnaire are true, correct and complete;
                      and

                  


          

           

          
            	 	
                    (c)

                  	
                    that
                      one of the following is true and correct (check
                      one):

                  


          

           

           

          
            	 	
                     

                    [  ]

                  	
                     

                    (i)

                  	
                     

                    the
                      CORPORATION is a corporation organized in or under the laws
                      of the United
                      States or any political subdivision thereof.

                  
	 	
                     

                    [  ]

                  	
                     

                    (ii)

                  	
                     

                    the
                      CORPORATION is a corporation which is neither created nor organized
                      in or
                      under the United States or any political subdivision thereof,
                      but which
                      has made an election under either Section 897(i) or 897(k)
                      of the United
                      States Internal Revenue Code of 1986, as amended, to be treated
                      as a
                      domestic corporation for certain purposes of United States
                      federal income
                      taxation (A
                      COPY OF THE INTERNAL REVENUE SERVICE ACKNOWLEDGMENT OF THE
                      UNDERSIGNED’S
                      ELECTION MUST BE ATTACHED TO THIS STOCK PURCHASE AGREEMENT
                      IF THIS
                      PROVISION IS APPLICABLE).

                  


          

           

          



          
            
              
              

            

            
              D-2

              
                

              

            

            
              
              

            

          

          


          
            	 	
                     

                    [  ]

                  	
                     

                    (iii)

                  	
                     

                    neither
                      (i) nor (ii) above is true.

                  


          

           

           

          
            	
                    III.

                  	
                    GENERAL
                      INFORMATION

                  


          

           

          
            	 	
                    (a)

                  	
                    PROSPECTIVE
                      PURCHASER (THE CORPORATION)

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Principal
                      Place of Business:

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	
                    (State)                 (Zip
                      Code)            

                  
	
                    Address
                      for Correspondence (if different):

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Telephone
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 
	
                     

                    Facsimile
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 
	
                     

                    State
                      of Incorporation:

                  	 
	
                     

                    Date
                      of Formation:

                  	 
	
                     

                    Taxpayer
                      Identification Number:

                  	 
	
                     

                    Number
                      of Shareholders:

                  	 
	
                     

                    NASD
                      Affiliation or Association of the PARTNERSHIP, if any:

                  	 
	 	
                    If
                      none, check
                      here    [  ]

                  


          

           

          
            	 	
                    (b)

                  	
                    INDIVIDUAL
                      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                      CORPORATION

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Position
                      or Title:

                  	 
	
                     

                    Email
                      Address:

                  	 


          

           

          
            	
                    IV.

                  	
                    SIGNATURE

                  


          

           

          The
            Signature Page to this Questionnaire is contained on page D-4, entitled
            Corporation Signature Page.

           

           

           

          
            
              
              

            

            
              D-3

              
                

              

            

            
              
              

            

          

          CORPORATION
            SIGNATURE PAGE

           

          _________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          ________________________

           

          1. The
            undersigned CORPORATION represents that (a) the information contained
            in this
            Questionnaire is complete and accurate and (b) the CORPORATION will notify
            Weikai Lang, at 646-459-6988 immediately if any material change in any
            of the
            information occurs prior to the acceptance of the undersigned CORPORATION’s
            subscription and will promptly send Weikai Lang written confirmation
            of such
            change.

           

          2. The
            undersigned CORPORATION hereby represents and warrants that the person
            signing
            this Questionnaire on behalf of the CORPORATION has been duly authorized
            by all
            requisite action on the part of the CORPORATION to acquire the Common
            Stock and
            sign this Questionnaire and the Stock Purchase Agreement on behalf of
            the
            CORPORATION and, further, that the undersigned CORPORATION has all requisite
            authority to purchase the Common Stock and enter into the Stock Purchase
            Agreement.

           

          


          
            	 	 	 
	
                    Dollar
                      Amount of Common Stock Applied For

                  	 	
                    Date

                  	 
	 	 	 
	 	 	
                    Name
                      of Corporation

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    By:

                  	 
	 	 	
                    (Signature)

                  
	 	 	
                     

                    Name:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    Title:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  


          

           

          THE
            SECURITIES COMPRISING THE COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
            THE
            SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
            OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
            IN BY
            COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
            OF
            SUCH SECURITIES IS NOT REQUIRED.


          
            
              
              

            

            
              D-4

              
                

              

            

            
              
              

            

          

           

          
            	
                    IMPORTANT:

                  	
                    Investor
                      Name: ___________________

                  
	
                    Please
                      Complete

                  	 


          

           

          RETIREMENT
            PLAN QUESTIONNAIRE

           

          ___________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          __________________________

           

          Magnetech
            Integrated Services Corp

          1125
            S.
            Walnut St.

          South
            Bend, Indiana 46619

           

          The
            information contained in this Questionnaire is being furnished in order
            to
            determine whether the undersigned RETIREMENT PLAN’s subscription to purchase
            shares of Common Stock (the “Common Stock”) of Magnetech Integrated Services
            Corp (the “Company”) may be accepted.

          


          One
            (1)
            copy of this Questionnaire should be completed, signed, dated and delivered
            to
            Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
            17th
            Floor,
            New York, New York 10004. Please contact Weikai Lang at 646-459-6988
            if you have
            any questions with respect to this Questionnaire.

           

          ALL
            INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
            The
            undersigned RETIREMENT PLAN understands, however, that the Company may
            present
            this Questionnaire to such parties as it deems appropriate if called
            upon to
            establish that the proposed offer and sale of the Common Stock is exempt
            from
            registration under the Securities Act of 1933, as amended, or meets the
            requirements of applicable state securities or “blue sky” laws. Further, the
            undersigned RETIREMENT PLAN understands that the offering is required
            to be
            reported to the Securities and Exchange Commission and to various state
            securities or “blue sky” regulators.

           

          
            	
                    I.

                  	
                    PLEASE
                      CHECK ANY OF THE FOLLOWING STATEMENTS, AS
                      APPLICABLE.

                  


          

           

          
            	 	
                    [  ]
                      1.

                  	
                    The
                      undersigned RETIREMENT PLAN certifies that it is an employee
                      benefit plan
                      within the meaning of the Employee Retirement Income Security
                      Act of 1974
                      (“ERISA”) and:

                  


          

           

          
            	 	
                    [  ]
                      (a)

                  	
                    the
                      investment decisions are made by a plan fiduciary as defined
                      in Section
                      3(21) of ERISA that (i) is either a bank, insurance company
                      or registered
                      investment advisor or (ii) is a savings and loan association;
                      or

                  


          

           

          
            	 	
                    [  ]
                      (b)

                  	
                    The
                      undersigned RETIREMENT PLAN has total assets in excess of $5,000,000;
                      or

                  


          

           

           

           

          
            
              
              

            

            
              E-1

              
                

              

            

            
              
              

            

          

          
            	 	
                    [  ]
                      (c)

                  	
                    The
                      undersigned RETIREMENT PLAN is self-directed, with investment
                      decisions
                      made solely by persons each of whom satisfies at least one
                      of the
                      following conditions:

                  


          

           

          
            	 	
                    [  ]

                  	
                    (i)

                  	
                    such
                      person’s individual net worth* For
                      purposes of this Questionnaire, the term "net worth" means
                      the excess of
                      total assets over total liabilities. In determining income,
                      an investor
                      should add to his or her adjusted gross income any amounts
                      attributable to
                      tax-exempt income received, losses claimed as a limited partner
                      in any
                      limited partnership, deductions claimed for depletion, contributions
                      to
                      IRA or Keogh retirement plans, alimony payments and any amount
                      by which
                      income from long-term capital gains has been reduced in arriving
                      at
                      adjusted gross income.
                      or
                      joint net worth with his or her spouse exceeds $1,000,000;
                      or

                  


          

           

          
            	 	
                    [  ]

                  	
                    (ii)

                  	
                    such
                      person had an individual income*
                      in
                      excess of $200,000 in each of the previous two years and reasonably
                      expects an individual income in excess of $200,000 for this
                      year;
                      or

                  


          

           

          
            	 	
                    [  ]

                  	
                    (iii)

                  	
                    such
                      person together with his or her spouse, had a joint income*
                      in
                      excess of $300,000 in each of the previous two years and reasonably
                      expects a joint income in excess of $300,000 for this
                      year.

                  


          

           

          
            	 	
                    [  ]
                      2.

                  	
                    The
                      undersigned RETIREMENT PLAN certifies that it is an employee
                      benefit plan,
                      Keogh plan or Individual Retirement Account in which each participant
                      satisfies at least one of the following
                      conditions:

                  


          

           

          
            	 	
                    [  ]
                      (a)

                  	
                    such
                      person’s individual net worth* or joint net worth with his or her
                      spouse
                      exceeds $1,000,000; or

                  


          

           

          
            	 	
                    [  ]
                      (b)

                  	
                    such
                      person had an individual income* in excess of $200,000 in each
                      of the
                      previous two years and reasonably expects an individual income
                      in excess
                      of $200,000 for this year; or

                  


          

           

          
            	 	
                    [  ]
                      (c)

                  	
                    such
                      person, together with his or her spouse, had a joint income*
                      in excess of
                      $300,000 in each of the previous two years and reasonably expects
                      a joint
                      income in excess of $300,000 for this
                      year.

                  


          

           

          
            
              	 IF YOU CHECKED STATEMENT 1(c)
                      OR
                      STATEMENT 2 AND NOT STATEMENT 1(a) OR STATEMENT 1(b), YOU MUST
                      PROVIDE A
                      LETTER SIGNED BY A PERSON DULY AUTHORIZED BY THE RETIREMENT
                      PLAN LISTING,
                      AS APPLICABLE (I) THE NAMES OF THE PERSONS (OR ENTITIES) MAKING
                      THE
                      INVESTMENT DECISIONS, OR (II) THE NAMES OF ALL OF THE PARTICIPANTS
                      IN THE
                      PLAN AND THE REASON (UNDER STATEMENT 1(c) OR STATEMENT 2) SUCH
                      PERSON (OR
                      ENTITY), QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS
                      OF NET WORTH,
                      INDIVIDUAL INCOME, JOINT INCOME OR OTHERWISE), OR EACH SUCH
                      PERSON (OR
                      ENTITY) MUST COMPLETE THE APPROPRIATE QUESTIONNAIRE (i.e. FOR
                      AN
                      INDIVIDUAL, TRUST, PARTNERSHIP OR
                      CORPORATION).


            

          

           

          ____________________

          

            *For
              purposes of this Questionnaire, the term "net worth" means the excess
              of total
              assets over total liabilities. In determining income, an investor should
              add to
              his or her adjusted gross income any amounts attributable to tax-exempt
              income
              received, losses claimed as a limited partner in any limited partnership,
              deductions claimed for depletion, contributions to IRA or Keogh retirement
              plans, alimony payments and any amount by which income from long-term
              capital
              gains has been reduced in arriving at adjusted gross income.

          

           

           

          
            
              
              

            

            
              E-2

              
                

              

            

            
              
              

            

          

          
            	
                    II.

                  	
                    OTHER
                      CERTIFICATIONS

                  


          

           

          By
            signing the Signature Page, the undersigned certifies the
            following:

           

          
            	 	
                    (a)

                  	
                    that
                      the RETIREMENT PLAN’s purchase of the Common Stock will be solely for the
                      RETIREMENT PLAN’s own account and not for the account of any other person
                      or entity;

                  


          

           

          
            	 	
                    (b)

                  	
                    that
                      the RETIREMENT PLAN’s governing documents duly authorize the type of
                      investment contemplated herein, and the undersigned is authorized
                      and
                      empowered to make such investment on behalf of the RETIREMENT
                      PLAN.

                  


          

           

          
            	 	
                    (c)

                  	
                    that
                      one of the following is true and correct (check
                      one):

                  


          

           

          
            	 	
                    [  ]
                      (i)

                  	
                    the
                      RETIREMENT PLAN is a retirement plan whose income from sources
                      outside of
                      the United States is includable in its gross income for United
                      States
                      federal tax purposes regardless of its connection with a trade
                      or business
                      carried on in the United States.

                  


          

           

          
            	 	
                    [  ]
                      (ii)

                  	
                    the
                      RETIREMENT PLAN is a retirement plan whose income from sources
                      outside the
                      United States is not includable in its gross income for United
                      States
                      federal income tax purposes regardless of its connection with
                      a trade or
                      business carried on in the United
                      States.

                  


          

           

           

          
            	
                    III.

                  	
                    GENERAL
                      INFORMATION

                  


          

           

          
            	 	
                    (a)

                  	
                    PROSPECTIVE
                      PURCHASER (THE RETIREMENT PLAN)

                  


          

           

          


          
            	
                     

                    Name:

                  	 
	
                     

                    Address:

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	
                    (State)                 (Zip
                      Code)            

                  
	
                    Address
                      for Correspondence (if different):

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Telephone
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 


          

           

           

          
            
              
              

            

            
              E-3

              
                

              

            

            
              
              

            

          

           

          
            
              	
                       

                      Facsimile
                        Number:

                    	 
	 	 	
                      (Area
                        Code)

                    	 	
                      (Number)

                    	 
	
                       

                      State
                        in which Formed:

                    	 
	
                       

                      Date
                        of Formation:

                    	 
	
                       

                      Taxpayer
                        Identification Number:

                    	 


            

          

           

          
            	 	
                    (b)

                  	
                    INDIVIDUAL
                      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE RETIREMENT
                      PLAN

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Position
                      or Title:

                  	 
	
                     

                    Email
                      Address:

                  	 


          

           

           

          
            	
                    IV.

                  	
                    ADDITIONAL
                      INFORMATION

                  


          

           

          
            	 THE
                    RETIREMENT PLAN MUST ATTACH COPIES OF ALL DOCUMENTS GOVERNING
                    THE PLAN AS
                    WELL AS ALL OTHER DOCUMENTS AUTHORIZING THE RETIREMENT PLAN TO
                    INVEST IN
                    THE COMMON STOCK. INCLUDE, AS NECESSARY, DOCUMENTS DEFINING PERMITTED
                    INVESTMENTS BY THE RETIREMENT PLAN, AND DEMONSTRATING AUTHORITY
                    OF THE
                    SIGNING INDIVIDUAL TO ACT ON BEHALF OF THE PLAN. ALL DOCUMENTATION
                    MUST BE
                    COMPLETE AND CORRECT.


          

           

           

          
            	
                    V.

                  	
                    SIGNATURE

                  


          

           

          The
            Signature Page to this Questionnaire is contained on page E-5, entitled
            Retirement Plan Signature Page.

           

           

          
            
              
              

            

            
              E-4

              
                

              

            

            
              
              

            

          

           

          RETIREMENT
            PLAN SIGNATURE PAGE

           

           _________________________

           

           MAGNETECH
            INTEGRATED SERVICES CORP

           

           ________________________

           

          1. The
            undersigned RETIREMENT PLAN represents that (a) the information contained
            in
            this Questionnaire is complete and accurate and (b) the RETIREMENT PLAN
            will
            notify Weikai Lang, at 646-459-6988 immediately if any material change
            in any of
            the information occurs prior to the acceptance of the undersigned RETIREMENT
            PLAN’s subscription and will promptly send Weikai Lang written confirmation
            of
            such change.

           

          2. The
            undersigned RETIREMENT PLAN hereby represents and warrants that the person
            signing this Questionnaire on behalf of the RETIREMENT PLAN has been
            duly
            authorized to acquire the Common Stock and sign this Questionnaire and
            the Stock
            Purchase Agreement on behalf of the RETIREMENT PLAN and, further, that
            the
            undersigned RETIREMENT PLAN has all requisite authority to purchase the
            Common
            Stock and enter into the Stock Purchase Agreement.

           

          


          
            	 	 	 
	
                    Dollar
                      Amount of Common Stock Applied For

                  	 	
                    Date

                  	 
	 	 	 
	 	 	
                    Name
                      of Retirement Plan

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    By:

                  	 
	 	 	
                    (Signature)

                  
	 	 	
                     

                    Name:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    Title:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  


          

           

          THE
            SECURITIES COMPRISING THE COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
            THE
            SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
            OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
            IN BY
            COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
            OF
            SUCH SECURITIES IS NOT REQUIRED.


          
            
              
              

            

            
              E-5

              
                

              

            

            
              
              

            

          

          
 

          
            	
                    IMPORTANT:

                  	
                    Investor
                      Name: ___________________

                  
	
                    Please
                      Complete

                  	 


          

           

          LIMITED
            LIABILITY COMPANY QUESTIONNAIRE

           

          ______________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          ______________________

           

          Magnetech
            Integrated Services Corp

          1125
            S.
            Walnut St.

          South
            Bend, Indiana 46619

           

          The
            information contained in this Questionnaire is being furnished in order
            to
            determine whether the undersigned LIMITED LIABILITY COMPANY’s subscription to
            purchase shares of Common Stock (the “Common Stock”) of Magnetech Integrated
            Services Corp (the “Company”) may be accepted.

          


          One
            (1)
            copy of this Questionnaire should be completed, signed, dated and delivered
            to
            Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
            17th
            Floor,
            New York, New York 10004. Please contact Weikai Lang at 646-459-6988
            if you have
            any questions with respect to this Questionnaire.

           

          ALL
            INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
            The
            undersigned LIMITED LIABILITY COMPANY understands, however, that the
            Company may
            present this Questionnaire to such parties as it deems appropriate if
            called
            upon to establish that the proposed offer and sale of the Common Stock
            is exempt
            from registration under the Securities Act of 1933, as amended, or meets
            the
            requirements of applicable state securities or “blue sky” laws. Further, the
            undersigned LIMITED LIABILITY COMPANY understands that the offering is
            required
            to be reported to the Securities and Exchange Commission and to various
            state
            securities or “blue sky” regulators.

           

          
            	
                    I.

                  	
                    PLEASE
                      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE LIMITED
                      LIABILITY
                      COMPANY.

                  


          

           

          
            	 	
                    [  ]
                      1.

                  	
                    Each
                      of the members of the undersigned LIMITED LIABILITY COMPANY
                      is able to
                      certify that such member meets at least one of the following
                      two
                      conditions:

                  


          

           

          
            	 	
                    (a)

                  	
                    The
                      member is a natural person whose individual net worth* or
                      joint net worth with his or her spouse exceeds $1,000,000;
                      or

                  


          

           

          ____________________

          *For
            purposes of this Questionnaire, the term "net worth" means the excess
            of total
            assets over total liabilities. In determining income, an investor should
            add to
            his or her adjusted gross income any amounts attributable to tax-exempt
            income
            received, losses claimed as a limited partner in any limited partnership,
            deductions claimed for depletion, contributions to IRA or Keogh retirement
            plans, alimony payments and any amount by which income from long-term
            capital
            gains has been reduced in arriving at adjusted gross income.

           

           

          
            
              
              

            

            
              F-1

              
                

              

            

            
              
              

            

          

          
            	 	
                    (b)

                  	
                    The
                      member is a natural person who had an individual income*
                      in
                      excess of $200,000 in each of the previous two years and who
                      reasonably
                      expects an individual income in excess of $200,000 for this
                      year.

                  


          

           

          
            	 	
                    [  ]
                      2.

                  	
                    Each
                      of the members of the undersigned LIMITED LIABILITY COMPANY
                      is able to
                      certify that such member is a natural person who, together
                      with his or her
                      spouse, has had a joint income*
                      in
                      excess of $300,000 in each of the previous two years and who
                      reasonably
                      expects a joint income in excess of $300,000 for this
                      year.

                  


          

           

          
            	 	
                    [  ]
                      3.

                  	
                    The
                      undersigned LIMITED LIABILITY COMPANY: (a) was not formed for
                      the specific
                      purpose of acquiring any Common Stock; and
                      (b) has total assets in excess of
                      $5,000,000.

                  


          

           

          
            	 	
                    [  ]
                      4.

                  	
                    The
                      sole member of the undersigned LIMITED LIABILITY COMPANY is
                      able to
                      certify that such member is an entity which (a) was not formed
                      for the
                      specific purpose of acquiring any Common Stock; and
                      (b) has total assets in excess of
                      $5,000,000.

                  


          

           

          
            
              	 IF YOU CHECKED STATEMENT 1
                      OR
                      STATEMENT 2 IN SECTION 1 AND DID NOT CHECK STATEMENT 3, YOU
                      MUST PROVIDE A
                      LETTER SIGNED BY A MANAGER OF THE UNDERSIGNED LIMITED LIABILITY
                      COMPANY
                      LISTING THE NAME OF EACH MEMBER AND THE REASON (UNDER STATEMENT
                      1 OR
                      STATEMENT 2) WHY SUCH MEMBER QUALIFIES AS AN ACCREDITED INVESTOR
                      (ON THE
                      BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR
                      EACH MEMBER
                      MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE
                      (PAGES A-1 TO
                      A-5).


            

          

           

           

           

          
            	
                    II.

                  	
                    OTHER
                      CERTIFICATIONS

                  


          

           

          By
            signing the Signature Page, the undersigned certifies the
            following:

           

          
            	 	
                    (a)

                  	
                    that
                      the LIMITED LIABILITY COMPANY’s purchase of the Common Stock will be
                      solely for the LIMITED LIABILITY COMPANY’s own account and not for the
                      account of any other person or
                      entity;

                  


          

           

          
            	 	
                    (b)

                  	
                    that
                      the LIMITED LIABILITY COMPANY’s name, address of principal office, place
                      of incorporation and taxpayer identification number as set
                      forth in this
                      Questionnaire are true, correct and complete;
                      and

                  


          

           

          
            	 	
                    (c)

                  	
                    that
                      one of the following is true and correct (check
                      one):

                  


          

           

          
            	 	
                    [  ]
                      (i)

                  	
                    the
                      LIMITED LIABILITY COMPANY is organized in or under the laws
                      of the United
                      States or any political subdivision
                      thereof.

                  


          

           

           

          
            
              
              

            

            
              F-2

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    [  ]
                      (ii)

                  	
                    the
                      LIMITED LIABILITY COMPANY is neither created nor organized
                      in or under the
                      United States or any political subdivision
                      thereof.

                  


          


           

           

           

          
            
              
              

            

            
              F-3

              
                

              

            

            
              
              

            

          

           

          
            	
                    III.

                  	
                    GENERAL
                      INFORMATION

                  


          

           

          
            	 	
                    (a)

                  	
                    PROSPECTIVE
                      PURCHASER (THE LIMITED LIABILITY
                      COMPANY)

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Principal
                      Place of Business:

                  	 
	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	
                    (State)                 (Zip
                      Code)            

                  
	
                    Address
                      for Correspondence (if different):

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Telephone
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 
	
                     

                    Facsimile
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 
	
                     

                    E-mail
                      Address:

                  	 
	
                     

                    State
                      of Formation:

                  	 
	
                     

                    Date
                      of Formation:

                  	 
	
                     

                    Taxpayer
                      Identification Number:

                  	 
	
                     

                    Number
                      of Members:

                  	 
	
                     

                    NASD
                      Affiliation or Association of the PARTNERSHIP, if any:

                  	 
	 	
                    If
                      none, check
                      here    [  ]

                  


          

           

          
            	 	
                    (b)

                  	
                    INDIVIDUAL
                      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED
                      LIABILITY
                      COMPANY

                  


          

          
            	
                     

                    Name:

                  	 
	
                     

                    Position
                      or Title:

                  	 


          

           

          
            	
                    IV.

                  	
                    SIGNATURE

                  


          

           

          The
            Signature Page to this Questionnaire is contained on page F-4, entitled
            LIMITED
            LIABILITY COMPANY Signature Page.

           

           

           

          
            
              
              

            

            
              F-4

              
                

              

            

            
              
              

            

          

          LIMITED
            LIABILITY COMPANY SIGNATURE PAGE

           

          _________________________

           

          MAGNETECH
            INTEGRATED SERVICES CORP

           

          ________________________

           

          1. The
            undersigned LIMITED LIABILITY COMPANY represents that (a) the information
            contained in this Questionnaire is complete and accurate and (b) the
            LIMITED
            LIABILITY COMPANY will notify Weikai Lang, at 646-459-6988 immediately
            if any
            material change in any of the information occurs prior to the acceptance
            of the
            undersigned LIMITED LIABILITY COMPANY’s subscription and will promptly send
            Weikai Lang written confirmation of such change.

           

          2. The
            undersigned LIMITED LIABILITY COMPANY hereby represents and warrants
            that the
            person signing this Questionnaire on behalf of the LIMITED LIABILITY
            COMPANY has
            been duly authorized by all requisite action on the part of the LIMITED
            LIABILITY COMPANY to acquire the Common Stock and sign this Questionnaire
            and
            the Stock Purchase Agreement on behalf of the LIMITED LIABILITY COMPANY
            and,
            further, that the undersigned LIMITED LIABILITY COMPANY has all requisite
            authority to purchase the Common Stock and enter into the Stock Purchase
            Agreement.

           

          


          
            	 	 	 
	
                    Dollar
                      Amount of Common Stock Applied For

                  	 	
                    Date

                  	 
	 	 	 
	 	 	
                    Name
                      of LIMITED LIABILITY COMPANY

                  
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    By:

                  	 
	 	 	
                    (Signature)

                  
	 	 	
                     

                    Name:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  
	 	 	
                     

                    Title:

                  	 
	 	 	
                    (Please
                      Type or Print)

                  


          

           

          THE
            SECURITIES COMPRISING THE COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
            THE
            SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
            OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
            IN BY
            COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
            OF
            SUCH SECURITIES IS NOT REQUIRED.

           

           

          F-5

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    

      
        	
                IMPORTANT:

              	
                Investor
                  Name: ____________________

              
	
                Please
                  Complete

              	 


      

      


       

      INDIVIDUAL
        INVESTOR QUESTIONNAIRE

       

      _________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP

       

       __________________________

       

      Magnetech
        Integrated Services Corp

      1125
        South Walnut Street

      South
        Bend, Indiana 46679

       

        The
        information contained in this Questionnaire is being furnished in order to
        determine whether the undersigned’s subscription to purchase Debentures and
        Warrants(the “Securities”) of Magnetech Integrated Services Corp. (the
“Company”) may be accepted.

      


      One
        (1)
        copy of this Questionnaire should be completed, signed, dated and delivered
        to
        Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
        17th
        Floor,
        New York, New York 10004. Please contact Weikai Lang at 646-459-6988 if you
        have
        any questions with respect to this Questionnaire.

       

        ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned understands, however, that the Company may present this
        Questionnaire to such parties as it deems appropriate if called upon to
        establish that the proposed offer and sale of the  is exempt from
        registration under the Securities Act of 1933, as amended, or meets the
        requirements of applicable state securities or “blue sky” laws. Further, the
        undersigned understands that the offering is required to be reported to the
        Securities and Exchange Commission and to various state securities or “blue sky”
        regulators.

        

      
        	 

                IF
                  YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST
                  BOTH SIGN
                  THE SIGNATURE PAGE (PAGE A_5).

              


      

        

      
        	 

                IF
                  YOU ARE PURCHASING SECURITIES WITH ANOTHER PERSON NOT YOUR
                  SPOUSE,
                  YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE.
                  Please make a photocopy of pages A_1 to A_5 and return both completed
                  Questionnaires to the Placement Agent in the same
                  envelope.

              


      

       

      
        	
                I.

              	
                PLEASE
                  INDICATE DESIRED TYPE OF OWNERSHIP OF
                  SECURITIES:

              


      

       

      [  ] Individual

       

      [  ] Joint
        Tenants (rights of survivorship)

       

      [  ] Tenants
        in Common (no rights of survivorship)


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


       

      
        	
                II.

              	
                PLEASE
                  CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
                  YOU.

              


      

      
        	
                 

                [  ]

              	
                 

                1.

              	
                 

                I
                  have an individual net worth* 
                  or
                  joint net worth with my spouse in excess of $1,000,000.

              
	
                 

                [  ]

              	
                 

                2.

              	
                 

                I
                  have had an individual income*
                  in
                  excess of $200,000 in each of the previous two years and I reasonably
                  expect an individual income in excess of $200,000 for this year.
                  NOTE: IF
                  YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN
                  INDIVIDUAL
                  INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER TO
                  CHECK THIS
                  BOX.

              
	
                 

                [  ]

              	
                 

                3.

              	
                 

                My
                  spouse and I have had a joint income*
                  in
                  excess of $300,000 in each of the previous two years and I reasonably
                  expect a joint income in excess of $300,000 for this
                  year.

              
	
                 

                [  ]

              	
                 

                4.

              	
                 

                I
                  am a director and/or an executive officer of the Company as such
                  terms are
                  defined in Regulation D promulgated under the Securities Act of
                  1933, as
                  amended.

              


      

       

      
        	
                III.

              	
                OTHER
                  CERTIFICATIONS

              


      

       

      By
        signing the Signature Page, I certify the following (or, if I am purchasing
        Securities with my spouse as co-owner, each of us certifies the
        following):

       

      
        	 	
                (a)

              	
                that
                  I am at least 21 years of age;

              


      

       

      
        	 	
                (b)

              	
                that
                  my purchase of Securities will be solely for my own account
                  and not
                  for the account of any other person (other than my spouse, if
                  co-owner);

              


      

       

      
        	 	
                (c)

              	
                that
                  the name, home address and social security number or taxpayer
                  identification number as set forth in this Questionnaire are true,
                  correct
                  and complete; and

              


      

       

      
        	 	
                (d)

              	
                that
                  one of the following is true and correct (check
                  one):

              


      

       

      __________________

       

      *For
        purposes of this Questionnaire, the term "net worth" means the excess of
        total
        assets over total liabilities. In determining income, an investor should
        add to
        his or her adjusted gross income any amounts attributable to tax-exempt income
        received, losses claimed as a limited partner in any limited partnership,
        deductions claimed for depletion, contributions to IRA or Keogh retirement
        plans, alimony payments and any amount by which income from long-term capital
        gains has been reduced in arriving at adjusted gross income.


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


       

      
        	 	
                Purchaser

              	
                Spouse,
                  if Co-Owner

              	 
	 	
                [  ]

              	
                [  ]

              	
                I
                  am a United States citizen or resident of the United States for
                  United
                  States federal income tax purposes.

              
	 	 	 	 
	 	
                [  ]

              	
                [  ]

              	
                I
                  am neither a United States citizen nor a resident of the United
                  States for
                  United States federal income tax
                  purposes.

              


      

       

      
        	
                IV.

              	
                GENERAL
                  INFORMATION

              


      

       

      
        	 	
                (a)

              	
                PERSONAL
                  INFORMATION

              


      

      
        	
                 

                Purchaser

              
	
                 

                Name:

              	 
	
                 

                Social
                  Security or Taxpayer Identification Number:

              	 
	
                 

                Residence
                  Address:

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Residence
                  Telephone Number:

              	 
	 	 	
                (Area
                  Code)

              	
                (Number)

              
	
                 

                Residence
                  Facsimile Number:

              	 
	 	 	
                (Area
                  Code)

              	
                (Number)

              
	
                 

                Name
                  of Business:

              	 
	
                 

                Business
                  Address:

              	 
	 	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Business
                  Telephone Number:

              	 
	 	 	
                (Area
                  Code)

              	
                (Number)

              
	
                 

                Business
                  Facsimile Number:

              	 
	 	 	
                (Area
                  Code)

              	
                (Number)

              	 
	
                 

                I
                  prefer to have correspondence sent to:

              	
                 

                [  ]  Residence

              	
                 

                [  ]  Business

              


      

       

      



      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                E-mail
                  Address:

              	 
	
                 

                NASD
                  Affiliation or Association, if any:

              	 
	
                If
                  none, check here  

              	
                [  ]

              


      

       

      


      
        	
                 

                Spouse,
                  if Co-Owner

              
	
                 

                Name:

              	 
	
                 

                Social
                  Security or Taxpayer Identification Number:

              	 
	
                 

                Residence
                  Address (if different from Purchaser’s):

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Residence
                  Telephone Number Address (if different from Purchaser’s):

              	 
	 	 	
                (Area
                  Code)

              	
                (Number)

              
	
                 

                Name
                  of Business Address (if different from Purchaser’s):

              	 
	
                 

                Business
                  Address Address (if different from Purchaser’s):

              	 
	 	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Business
                  Telephone Number Address (if different from Purchaser’s):

              	 
	 	 	
                (Area
                  Code)

              	
                (Number)

              
	
                 

                I
                  prefer to have correspondence sent to:

              	
                 

                [  ]  Residence

              	
                 

                [  ]  Business

              
	
                 

                NASD
                  Affiliation or Association, if any:

              	 
	
                If
                  none, check here  

              	
                [  ]

              	 


      

       

      V. SIGNATURE

       

      The
        Signature Page to this Questionnaire is contained on page A-5, entitled
        Individual Signature Page.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      INDIVIDUAL
        SIGNATURE PAGE

      _____________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP

      
        _____________________________

      

       

      The
        undersigned represents that (a) the information contained in this Questionnaire
        is complete and accurate and (b) he/she will telephone Weikai Lang at
        646-459-6988 immediately if any material change in any of this information
        occurs before the acceptance of his/her subscription and will promptly send
        Weikai Lang confirmation of such change.

       

       

      
        	 	 	 
	
                Dollar
                  Amount of Securities Applied For

              	 	
                Date

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Name
                  (Please Type or Print)

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Signature

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Name
                  of Spouse if Co-Owner

              
	
                 

              	
                 

              	
                (Please
                  Type or Print)

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Signature
                  of Spouse if Co-Owner

              
	
                 

              	
                 

              	
                 

              
	
                 

                 

              


      

       

      
         

        
          	 

                  IF
                    YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH
                    SIGN THIS
                    SIGNATURE PAGE (PAGE A-5).

                


        

         

      

       

      
        	 

                IF
                  YOU ARE PURCHASING SECURITIES WITH ANOTHER PERSON NOT YOUR SPOUSE,
                  YOU
                  MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please
                  make a photocopy of pages A-1 to A-5 and return both completed
                  Questionnaires to the Placement Agent in the same
                  envelope.

              


      

       

      THE
        SECURITIES COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
        IN BY
        COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF
        SUCH SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


       

      


      
        	
                IMPORTANT:

              	
                Investor
                  Name: ________________________

              
	
                Please
                  Complete

              	 


      

       

      TRUST
        QUESTIONNAIRE

       

      __________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

       

      _________________________

       

      Magnetech
        Integrated Services Corp

      1125
        South Walnut Street

      South
        Bend, Indiana 46679

       

      The
        information contained in this Questionnaire is being furnished in order to
        determine whether the undersigned TRUST’s subscription to purchase shares of
        Debentures and Warrants (the “Securities”) of Magnetech Integrated
        Services Corp (the “Company”) may be accepted.

      


      One
        (1)
        copy of this Questionnaire should be completed, signed, dated and delivered
        to
        Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
        17th
        Floor,
        New York, New York 10004. Please contact Weikai Lang at 646-459-6988 if you
        have
        any questions with respect to this Questionnaire.

       

      ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned TRUST understands, however, that the Company may present this
        Questionnaire to such parties as it deems appropriate if called upon to
        establish that the proposed offer and sale of the Securities is exempt from
        registration under the Securities Act of 1933, as amended, or meets the
        requirements of applicable state securities or “blue sky” laws. Further, the
        undersigned TRUST understands that the offering is required to be reported
        to
        the Securities and Exchange Commission and to various state securities or
“blue
        sky” regulators.

       

        

      
        	 

                NOTE:
                  RETIREMENT PLANS SHOULD COMPLETE THE QUESTIONNAIRE ON PAGES E-1
                  to
                  E-5.

              


      

       

      I. PLEASE
        CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE.

       

      
        	 	
                 

                [  ]

              	
                 

                1.

              	
                 

                (a)

              	
                 

                the
                  TRUST has total assets in excess of $5,000,000; and

              
	 	 	 	
                 

                (b)

              	
                 

                the
                  TRUST was not formed for the specific purpose of acquiring the
                  Securities;
                  and

              
	 	 	 	
                 

                (c)

              	
                 

                the
                  purchase by the TRUST is directed by a person who has such knowledge
                  and
                  experience in financial and business matters that he/she is capable
                  of
                  evaluating the merits and risks of an investment in the
                  Securities.

              


      

       

      



      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


       

      


      
        	 	
                 

                [  ]

              	
                 

                2.

              	
                 

                The
                  grantor of the TRUST may revoke the TRUST at any time; the grantor
                  retains
                  sole investment control over the assets of the trust and

              
	 	 	 	
                 

                (a)

              	
                 

                the
                  grantor is a natural person whose individual net worth* or joint
                  net worth
                  with the grantor’s spouse exceeds $1,000,000; or 

              
	 	 	 	
                 

                (b)

              	
                 

                the
                  grantor is a natural person who had an individual income*
                  in
                  excess of $200,000 in each of the previous two years and who reasonably
                  expects an individual income in excess of $200,000 for this year;
                  or

              
	 	 	 	
                 

                (c)

              	
                 

                the
                  grantor is a natural person who, together with his or her spouse,
                  has had
                  a joint income*
                  in
                  excess of $300,000 in each of the previous two years and who reasonably
                  expects a joint income in excess of $300,000 for this
                  year.

              
	
                IF
                  YOU CHECKED STATEMENT 2 IN SECTION I AND DID NOT CHECK STATEMENT
                  1, THE
                  TRUST MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE
                  (PAGES
                  A-1 TO A-5) FOR EACH
                  GRANTOR.

              


      

       

      
        	
                II.

              	
                OTHER
                  CERTIFICATIONS

              


      

       

      By
        signing the Signature Page, the undersigned certifies the
        following:

      


      
        	 	
                 

                (a)

              	
                 

                that
                  the TRUST’s purchase of the Securities will be solely for the TRUST’s own
                  account and not for the account of any other person;

              
	 	
                 

                (b)

              	
                 

                that
                  the TRUST’s purchase of the Securities is within the investment powers and
                  authority of the TRUST (as set forth in the declaration of trust
                  or other
                  governing instrument) and that all necessary consents, approvals
                  and
                  authorizations for such purchase have been obtained and that each
                  person
                  who signs the Signature Page has all requisite power and authority
                  as
                  trustee to execute this Questionnaire and the Purchase Agreement
                  on behalf
                  of the TRUST;

              
	 	
                 

                (c)

              	
                 

                that
                  the TRUST has not been established in connection with either (i)
                  an
                  employee benefit plan (as defined in Section 3(3) of ERISA), whether
                  or
                  not subject to the provisions of Title I of ERISA, or (ii) a plan
                  described in Section 4975(e)(i) of the Internal Revenue
                  Code;

              
	 	
                 

                (d)

              	
                 

                that
                  the TRUST’s name, address of principal office, place of formation and
                  taxpayer identification number as set forth in this Questionnaire
                  are
                  true, correct and complete; and

              
	 	
                 

                (e)

              	
                 

                that
                  one of the following is true and correct (check
                  one):

              


      

       

      ________________________

       

      *For
        purposes of this Questionnaire, the term "net worth" means the excess of
        total
        assets over total liabilities. In determining income, an investor should
        add to
        his or her adjusted gross income any amounts attributable to tax-exempt income
        received, losses claimed as a limited partner in any limited partnership,
        deductions claimed for depletion, contributions to IRA or Keogh retirement
        plans, alimony payments and any amount by which income from long-term capital
        gains has been reduced in arriving at adjusted gross income.


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      


      
        	 	
                 

                [  ]

              	
                 

                (i)

              	
                 

                the
                  TRUST is an estate or trust whose income from sources outside of
                  the
                  United States is includable in its gross income for United States
                  federal
                  tax purposes regardless of its connection with a trade or business
                  carried
                  on in the United States.

              
	 	
                 

                [  ]

              	
                 

                (ii)

              	
                 

                the
                  TRUST is an estate or trust whose income from sources outside the
                  United
                  States is not includable in its gross income for United States
                  federal
                  income taxes purposes regardless of its connection with a trade
                  or
                  business carried on in the United
                  States.

              


      

       

      
        	
                III.

              	
                GENERAL
                  INFORMATION

              


      

       

      
        	 	
                (a)

              	
                PROSPECTIVE
                  PURCHASER (THE TRUST)

              


      

      
        	
                 

                Name:

              	 
	
                 

                Address:

              	 
	 	
                 

                (Number
                  and Street)

              
	 
	
                (City)

              	
                (State)

              	
                (Zip
                  Code)

              
	
                Address
                  for Correspondence (if different):

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Telephone
                  Number:

              	 
	 	
                (Area
                  Code)

              	
                (Number)

              
	
                 

                State
                  in which Formed:

              	 
	
                 

                Date
                  of Formation:

              	 
	
                 

                Taxpayer
                  Identification Number:

              	 


      

       

      
        	 	
                (b)

              	
                TRUSTEES
                  WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                  TRUST

              


      

      
        	
                 

                Name(s)
                  of Trustee(s):

              	 
	
                 

                E-mail
                  Address: 

              	 
	
                 

                NASD
                  Affiliation or Association of Trustee(s), if any:

              	 
	 	
                If
                  none, check here  

              	
                [  ]

              


      


      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      


       

      
        	
                IV.

              	
                ADDITIONAL
                  INFORMATION

              


      

       

      A
        TRUST
        must attach a copy of its declaration of trust or other governing instrument,
        as
        amended, as well as all other documents that authorize the TRUST to invest
        in
        the Securities. All documentation must be complete and correct.

       

      
        	
                V.

              	
                SIGNATURE

              


      

       

      The
        Signature Page to this Questionnaire is contained on page B-5, entitled Trust
        Signature Page.

       

       

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

      TRUST
        SIGNATURE PAGE

       

      _______________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

       

      ________________________

       

      1. The
        undersigned represents that (a) the information contained in this Questionnaire
        is complete and accurate and (b) the TRUST will notify Weikai Lang, at
        646-459-6988 immediately if any material change in any of this information
        occurs before the acceptance of the TRUST’s subscription and will promptly send
        Weikai Lang written confirmation of such change.

       

      2. The
        undersigned TRUST hereby represents and warrants that the persons signing
        this
        Questionnaire on behalf of the TRUST are duly authorized to acquire the
        Securities and sign this Questionnaire and the Purchase Agreement on behalf
        of
        the TRUST and, further, that the undersigned TRUST has all requisite authority
        to purchase such Securities and enter into the Purchase Agreement.

      


      
        	
                Dollar
                  Amount of Securities Applied For

              	
                Date

              	 
	 	
                Title
                  of Trust

              	
                 

                 

              
	 	 	
                (Please
                  Type or Print)

              
	 	
                 

                By:

              	 
	 	 	
                Signature
                  of Trustee

              
	 	
                 

                Name
                  of Trustee:

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	
                 

                By:

              	 
	 	 	
                Signature
                  of Co-Trustee

              
	 	
                 

                Name
                  of Co-Trustee:

              	 
	 	 	
                (Please
                  Type or Print)

              


      

       

      THE
        SECURITIES COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
        IN BY
        COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF
        SUCH SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      
        	
                IMPORTANT:

              	
                Investor
                  Name:_________________

              
	
                Please
                  Complete

              	 


      

       

      PARTNERSHIP
        QUESTIONNAIRE

       

      ________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP

       

      ________________________

       

      Magnetech
        Integrated Services Corp

      3300
        North A Street Building Two

      Suite
        100

      Midland, Texas
        79705

       

      The
        information contained in this Questionnaire is being furnished in order to
        determine whether the undersigned PARTNERSHIP’s subscription to purchase
        shares Debentures amd Warramts (the “Securities”) of Magnetech
        Integrated Services Corp (the “Company”) may be accepted.

      


      One
        (1)
        copy of this Questionnaire should be completed, signed, dated and delivered
        to
        Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
        17th
        Floor,
        New York, New York 10004. Please contact Weikai Lang at 646-459-6988 if you
        have
        any questions with respect to this Questionnaire.

       

      ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned PARTNERSHIP understands, however, that the Company may present
        this
        Questionnaire to such parties as it deems appropriate if called upon to
        establish that the proposed offer and sale of the Securities is exempt from
        registration under the Securities Act of 1933, as amended, or meets the
        requirements of applicable state securities or “blue sky” laws. Further, the
        undersigned PARTNERSHIP understands that the offering is required to be reported
        to the Securities and Exchange Commission and to various state securities
        or
“blue sky” regulators.

       

      
        	
                I.

              	
                PLEASE
                  CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                  PARTNERSHIP.

              


      

      
        	 	
                 

                [  ]

              	
                 

                1.

              	
                 

                Each
                  of the partners of the undersigned PARTNERSHIP is able to certify
                  that
                  such partner meets at least one of the following
                  conditions:

              
	 	 	
                 

                (a)

              	
                 

                The
                  partner is a natural person whose individual net worth* or
                  joint net worth with his or her spouse exceeds
                  $1,000,000.

              


      

       

      ________________________

       

      *For
        purposes of this Questionnaire, the term "net worth" means the excess of
        total
        assets over total liabilities. In determining income, an investor should
        add to
        his or her adjusted gross income any amounts attributable to tax-exempt income
        received, losses claimed as a limited partner in any limited partnership,
        deductions claimed for depletion, contributions to IRA or Keogh retirement
        plans, alimony payments and any amount by which income from long-term capital
        gains has been reduced in arriving at adjusted gross income.

       

      



      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      
        	 	 

                (b)

              	
                 

                 

              	
                 

                The
                  partner is a natural person whose individual income*
                  was in excess of $200,000 in each of the previous two years and
                  who
                  reasonably expects an individual income in excess of $200,000 for
                  this
                  year.

              
	 	
                 

                [  ]

              	
                 

                2.

              	
                 

                Each
                  of the partners of the undersigned PARTNERSHIP is able to certify
                  that
                  such partner is a natural person who, together with his or her
                  spouse, has
                  had a joint income*
                  in
                  excess of $300,000 in each of the previous two years and who reasonably
                  expects a joint income in excess of $300,000 for this
                  year.

              
	 	
                 

                [  ]

              	
                 

                3.

              	
                 

                The
                  undersigned PARTNERSHIP: (a) was not formed for the specific purpose
                  of
                  acquiring the Securities; and
                  (b) has total assets in excess of
                  $5,000,000.

              


      

       

      


      
        	 

                IF
                  YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I AND DID NOT
                  CHECK
                  STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER
                  OF THE
                  UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER
                  A
                  GENERAL OR LIMITED PARTNER) AND THE REASON (UNDER STATEMENT 1 OR
                  STATEMENT
                  2) SUCH PARTNER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS
                  OF NET
                  WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH PARTNER MUST
                  PROVIDE A
                  COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A_1 TO
                  A_5).

              


      

       

      
        	
                II.

              	
                OTHER
                  CERTIFICATIONS

              


      

       

      By
        signing the Signature Page, the undersigned certifies the
        following:

       

      
        	 	
                (a)

              	
                that
                  the PARTNERSHIP’s purchase of the Securities will be solely for the
                  PARTNERSHIP’s own account and not for the account of any other
                  person;

              


      

       

      
        	 	
                (b)

              	
                that
                  the PARTNERSHIP’s name, address of principal office, place of formation
                  and taxpayer identification number as set forth in this Questionnaire
                  are
                  true, correct and complete; and

              


      

       

      
        	 	
                (c)

              	
                that
                  one of the following is true and correct (check
                  one):

              


      

       

      [  ] (i) the
        PARTNERSHIP is a partnership formed in or under the laws of the United States
        or
        any political subdivision thereof.

       

      [  ] (ii) the
        PARTNERSHIP is not a partnership formed in or under the laws of the United
        States or any political subdivision thereof.

       

       

      
        
          C-2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                III.

              	
                GENERAL
                  INFORMATION

              


      

       

      
        	 	
                (a)

              	
                PROSPECTIVE
                  PURCHASER (THE PARTNERSHIP)

              


      

      
        	
                 

                Name:

              	 
	
                 

                Principal
                  Place of Business:

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	
                (State)                 (Zip
                  Code)           

              


      

       

      
        	
                 

                Address
                  for Correspondence (if different):

              	 
	 	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Telephone
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 
	
                 

                Facsimile
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 
	
                 

                State
                  in which Formed:

              	 
	
                 

                Date
                  of Formation:

              	 
	
                 

                Taxpayer
                  Identification Number:

              	 
	
                 

                Number
                  of Partners:

              	 
	
                 

                E-mail
                  Address: 

              	 
	
                 

                NASD
                  Affiliation or Association of the PARTNERSHIP, if any:

              	 
	 	
                If
                  none, check
                  here    [  ]

              


      

       

      
        	 	
                (b)

              	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                  PARTNERSHIP

              


      

      
        	
                 

                Name:

              	 
	
                 

                Position
                  or Title:

              	 


      

       

      
        	
                IV.

              	
                SIGNATURE

              


      

       

      The
        Signature Page to this Questionnaire is contained on page C-4, entitled
        Partnership Signature Page.

       

       

      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

       

      PARTNERSHIP
        SIGNATURE PAGE

       

      ________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP

       

      ________________________

       

      1. The
        undersigned PARTNERSHIP represents that (a) the information contained in
        this
        Questionnaire is complete and accurate and (b) the PARTNERSHIP will notify
        Weikai Lang, at 646-459-6988 immediately if any material change in any of
        this
        information occurs before the acceptance of the undersigned PARTNERSHIP’s
        subscription and will promptly send Weikai Lang written confirmation of such
        change.

       

      2. The
        undersigned PARTNERSHIP hereby represents and warrants that the person signing
        this Questionnaire and the Purchase Agreement on behalf of the PARTNERSHIP
        is a
        general partner of the PARTNERSHIP, has been duly authorized by the PARTNERSHIP
        to acquire the Securities and sign the Purchase Agreement on behalf of the
        PARTNERSHIP and, further, that the undersigned PARTNERSHIP has all requisite
        authority to purchase such Securities and enter into the Purchase
        Agreement.

       

      
        	 	 	 
	
                Dollar
                  Amount of Securities Applied For

              	 	
                Date

              	 
	 	 	 
	 	 	
                Name
                  of Partnership

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                By:

              	 
	 	 	
                (Signature)

              
	 	 	
                 

                Name:

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                Title:

              	 
	 	 	
                (Please
                  Type or Print)

              


      

       

      THE
        SECURITIES COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OR 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
        IN BY
        COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF
        SUCH SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                IMPORTANT:

              	
                 

                Investor
                  Name: ___________

              
	
                Please
                  Complete

              	 


      

       

      CORPORATION
        QUESTIONNAIRE

       

      ______________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

      
        ______________________

         

      

        

      Magnetech
        Integrated Services Corp.

      1125
        South Walnut Street

      South
        Bend, Indiana 46679

       

      The
        information contained in this Questionnaire is being furnished in order to
        determine whether the undersigned CORPORATION’s subscription to purchase
        shares Debentures and Warrants (the “Securities”) of Magnetech
        Integrated Services Corp (the “Company”) may be accepted.

      


      One
        (1)
        copy of this Questionnaire should be completed, signed, dated and delivered
        to
        Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
        17th
        Floor,
        New York, New York 10004. Please contact Weikai Lang at 646-459-6988 if you
        have
        any questions with respect to this Questionnaire.

       

      ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned CORPORATION understands, however, that the Company may present
        this
        Questionnaire to such parties as it deems appropriate if called upon to
        establish that the proposed offer and sale of the Securities is exempt from
        registration under the Securities Act of 1933, as amended, or meets the
        requirements of applicable state securities or “blue sky” laws. Further, the
        undersigned CORPORATION understands that the offering is required to be reported
        to the Securities and Exchange Commission and to various state securities
        or
“blue sky” regulators.

       

      
        	
                I.

              	
                PLEASE
                  CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                  CORPORATION.

              


      

      
        	 	
                 

                [  ]

              	
                 

                1.

              	
                 

                Each
                  of the shareholders of the undersigned CORPORATION is able to certify
                  that
                  such shareholder meets at least one of the following two
                  conditions:

              
	 	 	
                 

                (a)

              	
                 

                The
                  shareholder is a natural person whose individual net worth or joint
                  net
                  worth with his or her spouse exceeds $1,000,000;
                  or

              


      

       

      ________________________

       

      *For
        purposes of this Questionnaire, the term "net worth" means the excess of
        total
        assets over total liabilities. In determining income, an investor should
        add to
        his or her adjusted gross income any amounts attributable to tax-exempt income
        received, losses claimed as a limited partner in any limited partnership,
        deductions claimed for depletion, contributions to IRA or Keogh retirement
        plans, alimony payments and any amount by which income from long-term capital
        gains has been reduced in arriving at adjusted gross income.


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


       

      


      
        	 	 	
                 

                (b)

              	
                 

                The
                  shareholder is a natural person who had an individual income*
                  in
                  excess of $200,000 in each of the previous two years and who reasonably
                  expects an individual income in excess of $200,000 for this
                  year.

              
	 	
                 

                [  ]

              	
                 

                2.

              	
                 

                Each
                  of the shareholders of the undersigned CORPORATION is able to certify
                  that
                  such shareholder is a natural person who, together with his or
                  her spouse,
                  has had a joint income*
                  in
                  excess of $300,000 in each of the previous two years and who reasonably
                  expects a joint income in excess of $300,000 for this
                  year.

              
	 	
                 

                [  ]

              	
                 

                3.

              	
                 

                The
                  undersigned CORPORATION: (a) was not formed for the specific purpose
                  of
                  acquiring any Securities; and
                  (b) has total assets in excess of
                  $5,000,000.

              


      

       

        

      
        	 

                IF
                  YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION 1 AND DID NOT
                  CHECK
                  STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF
                  THE
                  UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND
                  THE
                  REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER
                  QUALIFIES
                  AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
                  INCOME OR
                  JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL
                  INVESTOR QUESTIONNAIRE (PAGES A_1 TO
                  A_5).

              


      

       

       

      
        	
                II.

              	
                OTHER
                  CERTIFICATIONS

              


      

       

      By
        signing the Signature Page, the undersigned certifies the
        following:

       

      
        	 	
                (a)

              	
                that
                  the CORPORATION’s purchase of the Securities will be solely for the
                  CORPORATION’s own account and not for the account of any other person or
                  entity;

              


      

       

      
        	 	
                (b)

              	
                that
                  the CORPORATION’s name, address of principal office, place of
                  incorporation and taxpayer identification number as set forth in
                  this
                  Questionnaire are true, correct and complete;
                  and

              


      

       

      
        	 	
                (c)

              	
                that
                  one of the following is true and correct (check
                  one):

              


      

       

       

      
        	 	
                 

                [  ]

              	
                 

                (i)

              	
                 

                the
                  CORPORATION is a corporation organized in or under the laws of
                  the United
                  States or any political subdivision thereof.

              
	 	
                 

                [  ]

              	
                 

                (ii)

              	
                 

                the
                  CORPORATION is a corporation which is neither created nor organized
                  in or
                  under the United States or any political subdivision thereof, but
                  which
                  has made an election under either Section 897(i) or 897(k) of the
                  United
                  States Internal Revenue Code of 1986, as amended, to be treated
                  as a
                  domestic corporation for certain purposes of United States federal
                  income
                  taxation (A
                  COPY OF THE INTERNAL REVENUE SERVICE ACKNOWLEDGMENT OF THE UNDERSIGNED’S
                  ELECTION MUST BE ATTACHED TO THIS PURCHASE AGREEMENT IF THIS PROVISION
                  IS
                  APPLICABLE).

              


      

       

      



      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      


       

      


      
        	 	
                 

                [  ]

              	
                 

                (iii)

              	
                 

                neither
                  (i) nor (ii) above is true.

              


      

       

       

      
        	
                III.

              	
                GENERAL
                  INFORMATION

              


      

       

      
        	 	
                (a)

              	
                PROSPECTIVE
                  PURCHASER (THE CORPORATION)

              


      

      
        	
                 

                Name:

              	 
	
                 

                Principal
                  Place of Business:

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	
                (State)                 (Zip
                  Code)            

              
	
                Address
                  for Correspondence (if different):

              	 
	 	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Telephone
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 
	
                 

                Facsimile
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 
	
                 

                State
                  of Incorporation:

              	 
	
                 

                Date
                  of Formation:

              	 
	
                 

                Taxpayer
                  Identification Number:

              	 
	
                 

                Number
                  of Shareholders:

              	 
	
                 

                NASD
                  Affiliation or Association of the PARTNERSHIP, if any:

              	 
	 	
                If
                  none, check
                  here    [  ]

              


      

       

      
        	 	
                (b)

              	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                  CORPORATION

              


      

      
        	
                 

                Name:

              	 
	
                 

                Position
                  or Title:

              	 
	
                 

                Email
                  Address:

              	 


      

       

       

      
        	
                IV.

              	
                SIGNATURE

              


      

       

      The
        Signature Page to this Questionnaire is contained on page D-4, entitled
        Corporation Signature Page.

       

       

       

      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

      CORPORATION
        SIGNATURE PAGE

       

      _________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP

       

      ________________________

       

      1. The
        undersigned CORPORATION represents that (a) the information contained in
        this
        Questionnaire is complete and accurate and (b) the CORPORATION will notify
        Weikai Lang, at 646-459-6988 immediately if any material change in any of
        the
        information occurs prior to the acceptance of the undersigned CORPORATION’s
        subscription and will promptly send Weikai Lang written confirmation of such
        change.

       

      2. The
        undersigned CORPORATION hereby represents and warrants that the person signing
        this Questionnaire on behalf of the CORPORATION has been duly authorized
        by all
        requisite action on the part of the CORPORATION to acquire the Securities
        and
        sign this Questionnaire and the Purchase Agreement on behalf of the CORPORATION
        and, further, that the undersigned CORPORATION has all requisite authority
        to
        purchase the Securities and enter into the Purchase Agreement.

       

      


      
        	 	 	 
	
                Dollar
                  Amount of Securities Applied For

              	 	
                Date

              	 
	 	 	 
	 	 	
                Name
                  of Corporation

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                By:

              	 
	 	 	
                (Signature)

              
	 	 	
                 

                Name:

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                Title:

              	 
	 	 	
                (Please
                  Type or Print)

              


      

       

      THE
        SECURITIES COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
        IN BY
        COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF
        SUCH SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

       

      
        	
                IMPORTANT:

              	
                Investor
                  Name: ___________________

              
	
                Please
                  Complete

              	 


      

       

      RETIREMENT
        PLAN QUESTIONNAIRE

       

      ___________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

       

      __________________________

       

      Magnetech
        Integrated Services Corp.

      1125 South
        Walnut Street

      South
        Bend, Indiana 46679

       

      The
        information contained in this Questionnaire is being furnished in order to
        determine whether the undersigned RETIREMENT PLAN’s subscription to purchase
        shares Debentures and Warrants (the “Securities”) of Magnetech Integrated
        Services Corp (the “Company”) may be accepted.

      


      One
        (1)
        copy of this Questionnaire should be completed, signed, dated and delivered
        to
        Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
        17th
        Floor,
        New York, New York 10004. Please contact Weikai Lang at 646-459-6988 if you
        have
        any questions with respect to this Questionnaire.

       

      ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned RETIREMENT PLAN understands, however, that the Company may present
        this Questionnaire to such parties as it deems appropriate if called upon
        to
        establish that the proposed offer and sale of the Securities is exempt from
        registration under the Securities Act of 1933, as amended, or meets the
        requirements of applicable state securities or “blue sky” laws. Further, the
        undersigned RETIREMENT PLAN understands that the offering is required to
        be
        reported to the Securities and Exchange Commission and to various state
        securities or “blue sky” regulators.

       

       

      
        	
                I.

              	
                PLEASE
                  CHECK ANY OF THE FOLLOWING STATEMENTS, AS
                  APPLICABLE.

              


      

       

      
        	 	
                [  ]
                  1.

              	
                The
                  undersigned RETIREMENT PLAN certifies that it is an employee benefit
                  plan
                  within the meaning of the Employee Retirement Income Security Act
                  of 1974
                  (“ERISA”) and:

              


      

       

      
        	 	
                [  ]
                  (a)

              	
                the
                  investment decisions are made by a plan fiduciary as defined in
                  Section
                  3(21) of ERISA that (i) is either a bank, insurance company or
                  registered
                  investment advisor or (ii) is a savings and loan association;
                  or

              


      

       

      
        	 	
                [  ]
                  (b)

              	
                The
                  undersigned RETIREMENT PLAN has total assets in excess of $5,000,000;
                  or

              


      

       

       

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      
        	 	
                [  ]
                  (c)

              	
                The
                  undersigned RETIREMENT PLAN is self-directed, with investment decisions
                  made solely by persons each of whom satisfies at least one of the
                  following conditions:

              


      

       

      
        	 	
                [  ]

              	
                (i)

              	
                such
                  person’s individual net worth* For
                  purposes of this Questionnaire, the term "net worth" means the
                  excess of
                  total assets over total liabilities. In determining income, an
                  investor
                  should add to his or her adjusted gross income any amounts attributable
                  to
                  tax-exempt income received, losses claimed as a limited partner
                  in any
                  limited partnership, deductions claimed for depletion, contributions
                  to
                  IRA or Keogh retirement plans, alimony payments and any amount
                  by which
                  income from long-term capital gains has been reduced in arriving
                  at
                  adjusted gross income.
                  or
                  joint net worth with his or her spouse exceeds $1,000,000;
                  or

              


      

       

      
        	 	
                [  ]

              	
                (ii)

              	
                such
                  person had an individual income*
                  in
                  excess of $200,000 in each of the previous two years and reasonably
                  expects an individual income in excess of $200,000 for this year;
                  or

              


      

       

      
        	 	
                [  ]

              	
                (iii)

              	
                such
                  person together with his or her spouse, had a joint income*
                  in
                  excess of $300,000 in each of the previous two years and reasonably
                  expects a joint income in excess of $300,000 for this
                  year.

              


      

       

      
        	 	
                [  ]
                  2.

              	
                The
                  undersigned RETIREMENT PLAN certifies that it is an employee benefit
                  plan,
                  Keogh plan or Individual Retirement Account in which each participant
                  satisfies at least one of the following
                  conditions:

              


      

       

      
        	 	
                [  ]
                  (a)

              	
                such
                  person’s individual net worth* or joint net worth with his or her spouse
                  exceeds $1,000,000; or

              


      

       

      
        	 	
                [  ]
                  (b)

              	
                such
                  person had an individual income* in excess of $200,000 in each
                  of the
                  previous two years and reasonably expects an individual income
                  in excess
                  of $200,000 for this year; or

              


      

       

      
        	 	
                [  ]
                  (c)

              	
                such
                  person, together with his or her spouse, had a joint income* in
                  excess of
                  $300,000 in each of the previous two years and reasonably expects
                  a joint
                  income in excess of $300,000 for this
                  year.

              


      

       

      
         

        ____________________

        

          *For
            purposes of this Questionnaire, the term "net worth" means the excess
            of total
            assets over total liabilities. In determining income, an investor should
            add to
            his or her adjusted gross income any amounts attributable to tax-exempt
            income
            received, losses claimed as a limited partner in any limited partnership,
            deductions claimed for depletion, contributions to IRA or Keogh retirement
            plans, alimony payments and any amount by which income from long-term
            capital
            gains has been reduced in arriving at adjusted gross
            income.

        

      

      
         

        
          
            
            

          

          
            E-2

            
              

            

          

          
            
            

          

        

      

       

       

      
        
          	 IF YOU CHECKED STATEMENT 1(c) OR
                  STATEMENT 2 AND NOT STATEMENT 1(a) OR STATEMENT 1(b), YOU MUST
                  PROVIDE A
                  LETTER SIGNED BY A PERSON DULY AUTHORIZED BY THE RETIREMENT PLAN
                  LISTING,
                  AS APPLICABLE (I) THE NAMES OF THE PERSONS (OR ENTITIES) MAKING
                  THE
                  INVESTMENT DECISIONS, OR (II) THE NAMES OF ALL OF THE PARTICIPANTS
                  IN THE
                  PLAN AND THE REASON (UNDER STATEMENT 1(c) OR STATEMENT 2) SUCH
                  PERSON (OR
                  ENTITY), QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET
                  WORTH,
                  INDIVIDUAL INCOME, JOINT INCOME OR OTHERWISE), OR EACH SUCH PERSON
                  (OR
                  ENTITY) MUST COMPLETE THE APPROPRIATE QUESTIONNAIRE (i.e. FOR AN
                  INDIVIDUAL, TRUST, PARTNERSHIP OR
                  CORPORATION).


        

      

       

      
        	
                II.

              	
                OTHER
                  CERTIFICATIONS

              


      

       

      By
        signing the Signature Page, the undersigned certifies the
        following:

       

      
        	 	
                (a)

              	
                that
                  the RETIREMENT PLAN’s purchase of the Securities will be solely for the
                  RETIREMENT PLAN’s own account and not for the account of any other person
                  or entity;

              


      

       

      
        	 	
                (b)

              	
                that
                  the RETIREMENT PLAN’s governing documents duly authorize the type of
                  investment contemplated herein, and the undersigned is authorized
                  and
                  empowered to make such investment on behalf of the RETIREMENT
                  PLAN.

              


      

       

      
        	 	
                (c)

              	
                that
                  one of the following is true and correct (check
                  one):

              


      

       

      
        	 	
                [  ]
                  (i)

              	
                the
                  RETIREMENT PLAN is a retirement plan whose income from sources
                  outside of
                  the United States is includable in its gross income for United
                  States
                  federal tax purposes regardless of its connection with a trade
                  or business
                  carried on in the United States.

              


      

       

      
        	 	
                [  ]
                  (ii)

              	
                the
                  RETIREMENT PLAN is a retirement plan whose income from sources
                  outside the
                  United States is not includable in its gross income for United
                  States
                  federal income tax purposes regardless of its connection with a
                  trade or
                  business carried on in the United
                  States.

              


      

       

       

      
        	
                III.

              	
                GENERAL
                  INFORMATION

              


      

       

      
        	 	
                (a)

              	
                PROSPECTIVE
                  PURCHASER (THE RETIREMENT PLAN)

              


      

       

      


      
        	
                 

                Name:

              	 
	
                 

                Address:

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	
                (State)                 (Zip
                  Code)            

              
	
                Address
                  for Correspondence (if different):

              	 
	 	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Telephone
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 


      

       

       

      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

          
            	
                    Address
                      for Correspondence (if different):

                  	 
	 	 	
                    (Number
                      and Street)

                  
	 
	
                    (City)

                  	 	
                    (State)

                  	
                    (Zip
                      Code)

                  
	
                     

                    Telephone
                      Number:

                  	 
	 	 	
                    (Area
                      Code)

                  	 	
                    (Number)

                  	 


          

        

      

      
        	
                 

                Telephone
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 


      

      
        
          	
                   

                  Facsimile
                    Number:

                	 
	 	 	
                  (Area
                    Code)

                	 	
                  (Number)

                	 
	
                   

                  State
                    in which Formed:

                	 
	
                   

                  Date
                    of Formation:

                	 
	
                   

                  Taxpayer
                    Identification Number:

                	 


        

      

       

      
        	 	
                (b)

              	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE RETIREMENT
                  PLAN

              


      

      
        	
                 

                Name:

              	 
	
                 

                Position
                  or Title:

              	 
	
                 

                Email
                  Address:

              	 


      

       

      
        	
                IV.

              	
                ADDITIONAL
                  INFORMATION

              


      

       

       

      
        	 THE
                RETIREMENT PLAN MUST ATTACH COPIES OF ALL DOCUMENTS GOVERNING THE
                PLAN AS
                WELL AS ALL OTHER DOCUMENTS AUTHORIZING THE RETIREMENT PLAN TO INVEST
                IN
                THE SECURITIES. INCLUDE, AS NECESSARY, DOCUMENTS DEFINING PERMITTED
                INVESTMENTS BY THE RETIREMENT PLAN, AND DEMONSTRATING AUTHORITY OF
                THE
                SIGNING INDIVIDUAL TO ACT ON BEHALF OF THE PLAN. ALL DOCUMENTATION
                MUST BE
                COMPLETE AND CORRECT.


      

       

       

      
        	
                V.

              	
                SIGNATURE

              


      

       

      The
        Signature Page to this Questionnaire is contained on page E-5, entitled
        Retirement Plan Signature Page.

       

       

      
        
          
          

        

        
          E-4

          
            

          

        

        
          
          

        

      

       

      RETIREMENT
        PLAN SIGNATURE PAGE

       

       _________________________

       

       MAGNETECH
        INTEGRATED SERVICES CORP.

       

       ________________________

       

      1. The
        undersigned RETIREMENT PLAN represents that (a) the information contained
        in
        this Questionnaire is complete and accurate and (b) the RETIREMENT PLAN will
        notify Weikai Lang, at 646-459-6988 immediately if any material change in
        any of
        the information occurs prior to the acceptance of the undersigned RETIREMENT
        PLAN’s subscription and will promptly send Weikai Lang written confirmation of
        such change.

       

      2. The
        undersigned RETIREMENT PLAN hereby represents and warrants that the person
        signing this Questionnaire on behalf of the RETIREMENT PLAN has been duly
        authorized to acquire the Common Stock and sign this Questionnaire and the
        Purchase Agreement on behalf of the RETIREMENT PLAN and, further, that the
        undersigned RETIREMENT PLAN has all requisite authority to purchase the
        Securities and enter into the Purchase Agreement.

       

      


      
        	 	 	 
	
                Dollar
                  Amount of Securities Applied For

              	 	
                Date

              	 
	 	 	 
	 	 	
                Name
                  of Retirement Plan

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                By:

              	 
	 	 	
                (Signature)

              
	 	 	
                 

                Name:

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                Title:

              	 
	 	 	
                (Please
                  Type or Print)

              


      

       

      THE
        SECURITIES COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
        IN BY
        COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF
        SUCH SECURITIES IS NOT REQUIRED.


      
        
          
          

        

        
          E-5

          
            

          

        

        
          
          

        

      


       

      


      
        	
                IMPORTANT:

              	
                Investor
                  Name: ___________________

              
	
                Please
                  Complete

              	 


      

       

      LIMITED
        LIABILITY COMPANY QUESTIONNAIRE

       

      ______________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

       

      ______________________

       

      Magnetech
        Integrated Services Corp.

      1125
        South Walnut Street

      South
        Bend, Indiana 46679

       

      The
        information contained in this Questionnaire is being furnished in order to
        determine whether the undersigned LIMITED LIABILITY COMPANY’s subscription to
        purchase Securities (the “Securities”) of Magnetech Integrated Services
        Corp (the “Company”) may be accepted.

      


      One
        (1)
        copy of this Questionnaire should be completed, signed, dated and delivered
        to
        Weikai Lang at Strasbourger Pearson Tulcin Wolff Inc. 33 Whitehall Street,
        17th
        Floor,
        New York, New York 10004. Please contact Weikai Lang at 646-459-6988 if you
        have
        any questions with respect to this Questionnaire.

       

      ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned LIMITED LIABILITY COMPANY understands, however, that the Company
        may
        present this Questionnaire to such parties as it deems appropriate if called
        upon to establish that the proposed offer and sale of the Securities is exempt
        from registration under the Securities Act of 1933, as amended, or meets
        the
        requirements of applicable state securities or “blue sky” laws. Further, the
        undersigned LIMITED LIABILITY COMPANY understands that the offering is required
        to be reported to the Securities and Exchange Commission and to various state
        securities or “blue sky” regulators.

       

      
        	
                I.

              	
                PLEASE
                  CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE LIMITED LIABILITY
                  COMPANY.

              


      

       

      
        	 	
                [  ]
                  1.

              	
                Each
                  of the members of the undersigned LIMITED LIABILITY COMPANY is
                  able to
                  certify that such member meets at least one of the following two
                  conditions:

              


      

       

      
        	 	
                (a)

              	
                The
                  member is a natural person whose individual net worth* or
                  joint net worth with his or her spouse exceeds $1,000,000;
                  or

              


      

       

      ____________________

      *For
        purposes of this Questionnaire, the term "net worth" means the excess of
        total
        assets over total liabilities. In determining income, an investor should
        add to
        his or her adjusted gross income any amounts attributable to tax-exempt income
        received, losses claimed as a limited partner in any limited partnership,
        deductions claimed for depletion, contributions to IRA or Keogh retirement
        plans, alimony payments and any amount by which income from long-term capital
        gains has been reduced in arriving at adjusted gross income.

       

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

      
        	 	
                (b)

              	
                The
                  member is a natural person who had an individual income*
                  in
                  excess of $200,000 in each of the previous two years and who reasonably
                  expects an individual income in excess of $200,000 for this
                  year.

              


      

       

      
        	 	
                [  ]
                  2.

              	
                Each
                  of the members of the undersigned LIMITED LIABILITY COMPANY is
                  able to
                  certify that such member is a natural person who, together with
                  his or her
                  spouse, has had a joint income*
                  in
                  excess of $300,000 in each of the previous two years and who reasonably
                  expects a joint income in excess of $300,000 for this
                  year.

              


      

       

      
        	 	
                [  ]
                  3.

              	
                The
                  undersigned LIMITED LIABILITY COMPANY: (a) was not formed for the
                  specific
                  purpose of acquiring any Securities; and
                  (b) has total assets in excess of
                  $5,000,000.

              


      

       

      
        	 	
                [  ]
                  4.

              	
                The
                  sole member of the undersigned LIMITED LIABILITY COMPANY is able
                  to
                  certify that such member is an entity which (a) was not formed
                  for the
                  specific purpose of acquiring any Common Stock; and
                  (b) has total assets in excess of
                  $5,000,000.

              


      

       

      
        
          	 IF YOU CHECKED STATEMENT 1 OR
                  STATEMENT 2 IN SECTION 1 AND DID NOT CHECK STATEMENT 3, YOU MUST
                  PROVIDE A
                  LETTER SIGNED BY A MANAGER OF THE UNDERSIGNED LIMITED LIABILITY
                  COMPANY
                  LISTING THE NAME OF EACH MEMBER AND THE REASON (UNDER STATEMENT
                  1 OR
                  STATEMENT 2) WHY SUCH MEMBER QUALIFIES AS AN ACCREDITED INVESTOR
                  (ON THE
                  BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH
                  MEMBER
                  MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES
                  A-1 TO
                  A-5).


        

      

       

       

       

      
        	
                II.

              	
                OTHER
                  CERTIFICATIONS

              


      

       

      By
        signing the Signature Page, the undersigned certifies the
        following:

       

      
        	 	
                (a)

              	
                that
                  the LIMITED LIABILITY COMPANY’s purchase of the Securities will be solely
                  for the LIMITED LIABILITY COMPANY’s own account and not for the account of
                  any other person or entity;

              


      

       

      
        	 	
                (b)

              	
                that
                  the LIMITED LIABILITY COMPANY’s name, address of principal office, place
                  of incorporation and taxpayer identification number as set forth
                  in this
                  Questionnaire are true, correct and complete;
                  and

              


      

       

      
        	 	
                (c)

              	
                that
                  one of the following is true and correct (check
                  one):

              


      

       

      
        	 	
                [  ]
                  (i)

              	
                the
                  LIMITED LIABILITY COMPANY is organized in or under the laws of
                  the United
                  States or any political subdivision
                  thereof.

              


      

       

       

      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                [  ]
                  (ii)

              	
                the
                  LIMITED LIABILITY COMPANY is neither created nor organized in or
                  under the
                  United States or any political subdivision
                  thereof.

              


      


       

      
        	
                III.

              	
                GENERAL
                  INFORMATION

              


      

       

      
        	 	
                (a)

              	
                PROSPECTIVE
                  PURCHASER (THE LIMITED LIABILITY
                  COMPANY)

              


      

      
        	
                 

                Name:

              	 
	
                 

                Principal
                  Place of Business:

              	 
	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	
                (State)                 (Zip
                  Code)            

              
	
                Address
                  for Correspondence (if different):

              	 
	 	 	
                (Number
                  and Street)

              
	 
	
                (City)

              	 	
                (State)

              	
                (Zip
                  Code)

              
	
                 

                Telephone
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 
	
                 

                Facsimile
                  Number:

              	 
	 	 	
                (Area
                  Code)

              	 	
                (Number)

              	 
	
                 

                E-mail
                  Address:

              	 
	
                 

                State
                  of Formation:

              	 
	
                 

                Date
                  of Formation:

              	 
	
                 

                Taxpayer
                  Identification Number:

              	 
	
                 

                Number
                  of Members:

              	 
	
                 

                NASD
                  Affiliation or Association of the PARTNERSHIP, if any:

              	 
	 	
                If
                  none, check
                  here    [  ]

              


      

       

      
        	 	
                (b)

              	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED LIABILITY
                  COMPANY

              


      

      
        	
                 

                Name:

              	 
	
                 

                Position
                  or Title:

              	 


      

       

      
        	
                IV.

              	
                SIGNATURE

              


      

       

      The
        Signature Page to this Questionnaire is contained on page F-4, entitled LIMITED
        LIABILITY COMPANY Signature Page.

       

       

       

      
        
          
          

        

        
          F-4

          
            

          

        

        
          
          

        

      

      LIMITED
        LIABILITY COMPANY SIGNATURE PAGE

       

      _________________________

       

      MAGNETECH
        INTEGRATED SERVICES CORP

       

      ________________________

       

      1. The
        undersigned LIMITED LIABILITY COMPANY represents that (a) the information
        contained in this Questionnaire is complete and accurate and (b) the LIMITED
        LIABILITY COMPANY will notify Weikai Lang, at 646-459-6988 immediately if
        any
        material change in any of the information occurs prior to the acceptance
        of the
        undersigned LIMITED LIABILITY COMPANY’s subscription and will promptly send
        Weikai Lang written confirmation of such change.

       

      2. The
        undersigned LIMITED LIABILITY COMPANY hereby represents and warrants that
        the
        person signing this Questionnaire on behalf of the LIMITED LIABILITY COMPANY
        has
        been duly authorized by all requisite action on the part of the LIMITED
        LIABILITY COMPANY to acquire the Securities and sign this Questionnaire and
        the
        Purchase Agreement on behalf of the LIMITED LIABILITY COMPANY and, further,
        that
        the undersigned LIMITED LIABILITY COMPANY has all requisite authority to
        purchase the Securities and enter into the Purchase Agreement.

       

      


      
        	 	 	 
	
                Dollar
                  Amount of Securities Applied For

              	 	
                Date

              	 
	 	 	 
	 	 	
                Name
                  of LIMITED LIABILITY COMPANY

              
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                By:

              	 
	 	 	
                (Signature)

              
	 	 	
                 

                Name:

              	 
	 	 	
                (Please
                  Type or Print)

              
	 	 	
                 

                Title:

              	 
	 	 	
                (Please
                  Type or Print)

              


      

       

      THE
        SECURITIES COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, CONCURRED
        IN BY
        COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION
        OF
        SUCH SECURITIES IS NOT REQUIRED.

       

       

      F-5