Exhibit 10.5

                        ENERGY SERVICES ACQUISITION CORP.
                                2450 First Avenue
                         Huntington, West Virginia 25703

                                 March 31, 2006

Mr. Marshall T. Reynolds
2450 First Avenue
Huntington, West Virginia 25703

Dear Mr. Reynolds:

     The purpose of this letter is to set forth certain understandings regarding
your advance of $150,000 (the "Advance") to Energy Services Acquisition Corp., a
Delaware corporation (the "Company"), to pay for certain fees, costs and
expenses in connection with the Company's initial public offering (the
"Offering"). Such Advance shall be subject to the following conditions:

     1. Amounts constituting the Advance shall be used by the Company to pay for
a portion of the fees, costs and expenses relating to the SEC registration fee,
NASD registration fee and legal fees and expenses in connection with the
Offering.

     2. The Advance will be payable by the Company on the earlier of (i)
_______, 2006 and (ii) the consummation of the Offering.

     3. The Advance will be repaid out of the proceeds of the Offering.

     4. The Company hereby represents and warrants that: (i) it is a
corporation, duly formed, validly existing and in good standing under the laws
of the State of Delaware; (ii) it has the requisite power and authority to enter
into, execute, deliver and perform the terms hereof; (iii) its execution,
delivery and performance hereof (A) has been duly authorized by all proper and
necessary corporate action, (B) will not violate or conflict with any of its
organizational documents, any material agreement binding upon it or any law,
regulation or order applicable to it, or (C) require consent or approval of any
Person which has not been obtained or which could not reasonably be expected to
prevent or delay it from performing its obligations hereunder; and (iv) this
letter is the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors rights generally and by equitable principles

     5. This letter shall be binding upon the Company, its successors and
assigns and shall inure to the benefit of Marshall T. Reynolds and his
successors and assigns; provided, however, that the Company shall not assign its
obligations hereunder without the prior written consent of Marshall T. Reynolds.

     6. This letter may be executed in any number of counterparts, each of which
together shall constitute one and the same instrument.

     7. THIS LETTER SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF
THE STATE OF WEST VIRGINIA WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES

     Please indicate your agreement with the foregoing by executing a copy of
this letter in the space provided and returning it to us as soon as possible.

                                        Very truly yours,

                                        ENERGY SERVICES ACQUISITION CORP.


                                        By:
                                               ---------------------------------
                                        Name:  Jack M. Reynolds
                                        Title: President

ACCEPTED AND AGREED
this _____ day of ________ 2006:


/s/
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