Form of Investment Mangement Trust Agreement

EXHIBIT 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this " Agreement" ) is made as of the __ day of , 2007, by and between Heckmann Corporation, a Delaware corporation (the " Company" ), and American Stock Transfer & Trust Company (the " Trustee" ).

WHEREAS, the Company' s Registration Statement on Form S-1, File No. 333-144056 (the " Registration Statement" ) for its initial public offering of securities (the " IPO" ) has been declared effective as of the date hereof (the " Effective Date" ) by the Securities and Exchange Commission;

WHEREAS, Credit Suisse Securities (USA) LLC (" Credit Suisse" ) and Roth Capital Partners, LLC are acting as underwriters in the IPO (collectively, the " Underwriters" ); WHEREAS, as described in the Registration Statement, and in accordance with the Company' s Amended and Restated Certificate of Incorporation, (i) approximately $385,250,000 (approximately $443,150,000 if the Underwriters' over-allotment option is exercised in full) to be received by the Company in connection with the IPO, plus (ii) $7,000,000 to be received by the Company in connection with the sale of the Company' s warrants (each warrant representing the right to purchase one share of the Company' s common stock) pursuant to certain subscription agreements, each dated as of August , 2007 by and between the Company and the investors party thereto, will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and all of the Company' s stockholders (other than with respect to the 14,375,000 units purchased by the initial investors of the Company on June 21, 2007). 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 and the Company will be referred to together as the " Beneficiaries" ;

WHEREAS, the Property is being held by the Trustee for the benefit of the Public Stockholders in the event that the Company fails to consummate a Business Combination (as such term is defined in Amended and Restated Articles of Incorporation of the Company);

WHEREAS, pursuant to the Underwriting Agreement, dated as of , 2007, by and between the Company and the Underwriters, a portion of the Property equal to $14,000,000 (or $16,100,000 if the Underwriters' over-allotment option is exercised in full) is attributable to the Underwriters' fees, which amounts the Underwriters have agreed to deposit in the Trust Account (defined below) and which will be paid from the Trust Account to the Underwriters upon the consummation of a Business Combination; 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:


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(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the " Trust Account" ) established by the Trustee at JPMorgan Chase Bank;

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

(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in any United States " government security" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the " 1940 Act" ), having a maturity of one hundred eighty (180) days or less or in money market funds selected by the Company meeting the conditions of Rule 2a-7 promulgated under the 1940 Act. The Trustee shall bear no responsibility for any loss or penalty which may result from any investment or sale of investment made pursuant to the Company' s instruction. The parties acknowledge that the Trustee is not providing investment supervision, recommendations or advice; (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes and subject to Section 1(i), shall become part of the " Property ," as such term is used herein;

(e) Promptly notify the Company and Credit Suisse of all communications received by it with respect to the Property;

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

(h) Render to the Company, 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) Release to the Company each month the interest earned on the Property in the Trust Account, until a maximum of $4,500,000 of such interest has been released to the Company from the Trust Account, unless the Trustee has received notice from the Company that any interest income should be set aside to pay taxes in accordance with Section 1(j);

(j) Upon written instructions from the Company, deliver to the Company or to such governmental entity or taxing authority as the Company shall direct, on a quarterly basis, from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if any, relating to interest earned on the Property and any franchise taxes payable by the Company;

(k) Upon written instructions from the Company, deliver to the Company up to $75,000 of the interest earned on the Property in the Trust Account for the purpose of paying the Company' s costs and expenses of implementing a plan of distribution in connection with the dissolution and liquidation of the Company in the event that the Company fails to consummate a Business Combination; provided that such amounts will be delivered to the Company only to the extent that there remains in the Trust Account interest earned on the Property in excess of taxes payable by the Company relating to the interest earned on the Property; and (l) Commence liquidation of the Trust Account promptly after receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to that


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attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided , however , that in the event that a Termination Letter has not been received by ________, 2009, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B to the stockholders of record on the record date, which record date shall be fixed by the Board of Directors of the Company; provided , further , that the record date shall be within ten (10) days of ________, 2009, or as soon thereafter as is practicable. In all cases, the Trustee shall provide Credit Suisse with a copy of any Termination Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives the same. (m) No distributions from the Trust Account shall be permitted except in accordance with Sections 1(i), 1(j), 1(k) or 1(l) hereof.

2. Agreements and Covenants of the Company . The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company' s Chief Executive Officer; (b) Hold the Trustee harmless, defend 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 Company shall conduct and manage the defense against such Indemnified Claim, provided, that the Trustee may voluntarily participate in such action at its own cost with its own counsel;

(c) Pay the Trus ...