Re: Trust Account No. [____________________] -- Termination Letter

<PAGE>

                                                                    Exhibit 10.2

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of _______________, 2006 by and between Energy
Services Acquisition Corp. (the "COMPANY") and Continental Stock Transfer &
Trust Company ("TRUSTEE").

     WHEREAS, the Company's Registration Statement on Form S-1, No.
333-____________________ ("REGISTRATION STATEMENT"), for its initial public
offering of securities ("IPO") has been declared effective as of the date hereof
by the Securities and Exchange Commission ("EFFECTIVE DATE"); and

     WHEREAS, Ferris, Baker Watts, Incorporated ("FBW") is acting as the sole
underwriter in the IPO; and

     WHEREAS, as described in the Company's Registration Statement, and in
accordance with the Company's Certificate of Incorporation,
$________________________ of the gross proceeds of the IPO
($_____________________ if the underwriters over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company, FBW and the holders of the Company's
common stock, par value $.0001 per share, issued in the IPO as hereinafter
provided and in the event the Units are registered in ______________________. A
copy of ____________________ is attached hereto and made a part hereof (the
amount to be delivered to the Trustee will be referred to herein as the
"PROPERTY"; the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the "PUBLIC STOCKHOLDERS," and the Public
Stockholders, FBW and the Company will be referred to together as the
"BENEFICIARIES"); and

     WHEREAS, a portion of the Property consists of $___________________ (or
$____________________ if the underwriters' over-allotment option is exercised in
full) attributable to the underwriters' discount and non-accountable expenses
allowance which FBW, on behalf of the underwriters, has agreed to deposit in the
Trust Account (defined below); and

     WHEREAS, a portion of the Property consists of $2,000,000 attributable to
the private placement of warrants issued by the Company to certain of its
initial stockholders;

     WHEREAS, a portion of the Property consists of a loan in the principal
amount of $150,000 from one of the initial stockholders of the Company; and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.

     IT IS AGREED:

     1. Agreements and Covenants of Trustee. The Trustee hereby agrees and
covenants to:

          (a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement, including the terms of
_________________________, in a segregated trust account ("TRUST ACCOUNT")
established by the Trustee at a branch of [___________] selected by the Trustee;

          (b) Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;

          (c) In a timely manner, upon the instruction of the Company, to invest
and reinvest the Property in any "GOVERNMENT SECURITY." As used herein,
Government Security means any Treasury Bill issued by the United States, having
a maturity of one hundred and eighty days or less;

          (d) Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the "Property," as such term is
used herein;

          (e) Notify the Company and FBW of all communications received by it
with respect to any Property requiring action by the Company;

          (f) Supply any necessary information or documents as may be requested
by the Company in connection with the Company's preparation of the tax returns
for the Trust Account;

          (g) Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by
the Company to do so;

<PAGE>

          (h) Render to the Company and to FBW, and to such other person as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;

          (i) As of the date of the consummation of a business combination
("BUSINESS COMBINATION"), commence liquidation of the Trust Account upon receipt
of the Officers' Certificate signed by the Chief Executive Officer and Chief
Financial Officer of the Company and in accordance with the terms of a letter
("TERMINATION LETTER"), in a form substantially similar to that attached hereto
as Exhibit A, signed on behalf of the Company by its President or Chairman of
the Board and Secretary or Assistant Secretary. The Trustee shall complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account to the Beneficiaries as directed in the Termination Letter and the other
documents referred to therein. The Trustee understands and agrees that
disbursements from the Trust Account shall be made only pursuant to a duly
executed Termination Letter, together with the other documents referenced
herein, including, without limitation, an independently certified oath and
report of inspector of election in respect of the shareholder vote for a
Business Combination. In all cases, the Trustee shall provide FBW with a copy of
any Termination Letters, Officers' Certificates and/or any other correspondence
that it receives with respect to any proposed withdrawal from the Trust Account
promptly after it receives same; and

          (j) As of the date 18 months from the date of this Agreement (the "LOI
TERMINATION DATE") (or 24 months from the date hereof ("SECOND TERMINATION
DATE") provided the Trustee receives a bona fide, executed letter of intent or
engagement letter (the "LETTER OF INTENT") for a Business Combination), commence
liquidation of the Trust Account in accordance with the terms of a Termination
Letter, in a form substantially similar to that attached hereto as Exhibit B,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary or Assistant Secretary. The Trustee, upon consultation with the
Company and FBW, shall file a press release immediately to notify the Public
Stockholders of such event and take such other actions as it may deem necessary
to inform the Beneficiaries. In addition, the Trustee shall deliver the Property
against satisfactory evidence of delivery of the stock certificates by the
Public Stockholders to the Company through the Depository Trust Company, its
Deposit Withdraw Agent Commission (DWAC) system or otherwise. Notwithstanding
the foregoing, if the Trustee receives an executed Letter of Intent prior to the
LOI Termination Date accompanied by an Officers' Certificate as described in
Paragraph 2(e) hereof, then the Trustee shall forego or suspend any liquidation
of the Trust Account until the earlier of a Business Combination or 24 months
from the date hereof.

     2. Agreements and Covenants of the Company:

          (a) The Company hereby agrees and covenants to provide all
instructions to the Trustee hereunder in writing, signed by the Company's Chief
Executive Officer, President or Chairman of the Board. In addition, except with
respect to its duties under paragraph 1(i) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it in good faith believes to be given by any one of
the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;

          (b) The Company hereby agrees and covenants to hold the Trustee
harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the
Trustee in connection with any action, suit or other proceeding brought against
the Trustee involving any claim, or in connection with any claim or demand which
in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any income earned from investment of the
Property, except for expenses and losses resulting from the Trustee's gross
negligence or willful misconduct. Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the "INDEMNIFIED CLAIM"). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim, provided, that
the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The
Company may participate in such action with its own counsel; and

          (c) The Company hereby agrees and covenants to pay the Trustee an
initial acceptance fee of $_________ and an annual fee of $____________ (it
being expressly understood that the Property shall not be used to pay such fee).
The Company shall pay the Trustee the initial acceptance fee and first year's
fee at the consummation of the


                                        2

<PAGE>

IPO and thereafter on the anniversary of the Effective Date. The Trustee shall
refund to the Company the fee (on a pro rata basis) with respect to any period
after the liquidation of the Trust Fund. The Company shall not be responsible
for any other fees or charges of the Trustee except as may be provided in
paragraph 2(b) hereof (it being expressly understood that the Property shall not
be used to make any payments to the Trustee under such paragraph).

          (d) In the event that the Company consummates a Business Combination
and the Trust Account is liquidated in accordance with Section 1(i) hereof, the
Trustee or another independent party designated by FBW shall act as the
inspector of election to certify the results of the shareholder vote.

          (e) The Officers' Certificate referenced in Section 1(i) and (j)
hereof shall require the Chief Executive Officer and Chief Financial Officer of
the Company to each certify either of the following: (1) prior to the LOI
Termination Date, the Company has entered into a bona fide Letter of Intent with
a target business; (2) prior to the LOI Termination Date, the Company has
entered into a Business Combination with a target business, the terms of which
are consistent with the requirements set forth in the Registration Statement; or
(3) prior to the Second Termination Date, the Company has entered into a
Business Combination with a target business, the terms of which are consistent
with the requirements set forth in the Registration Statement.

     3. Limitations of Liability. The Trustee shall have no responsibility or
liability to:

          (a) Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful
misconduct;

          (b) Institute any proceedin