Exhibit
4.11a




AMENDMENT
 TO
THE PROMISSORY NOTE
 DATED
JANUARY 1, 2004
  South
      Bend, IndianaEffective
      April 14, 2009
 
 The
Promissory Note originally issued to JOHN A MARTELL (“Lender”) by Magnetech
Industrial Services, Inc. (“Magnetech”) on January 1, 2004 in the principal
amount of Three Million Dollars ($3,000,000.00) (the “Note”), which Note was
assigned to and assumed by MISCOR Group, Ltd. (“MISCOR”) effective January 1,
2007, and which Note was extended by MISCOR on or about October 29, 2008, is
hereby amended by agreement of both MISCOR and Lender as follows.
 
 1.Amendments
to Note.  The Note is
hereby amended as follows:
 
 (a)  MISCOR in place of
Magnetech
 
 Wherever
“Magnetech” is referenced in the Note as borrower, the name shall be substituted
with “MISCOR” to reflect the May 2006 assignment and assumption referenced
above.
 
 (b)  Suspension of Payments until
February 1, 2010 and Addition of Minimum Interest Rate
 
 That
portion of the third full paragraph of the Note, which currently
reads:
 
 Thereafter,
equal monthly principal installments of Fifty Thousand Dollars ($50,000) and all
accrued interest on the outstanding principal balance shall be due and payable
commencing on February 1,2009
and continuing on the 1st day of
each month thereafter until December 31, 2013, when all remaining principal and
accrued interest under this Note shall be due and payable in one lump sum
amount. Notwithstanding anything in this Note to the contrary, the interest rate
payable on the outstanding principal balance of the Note during the Extended
Term shall be the Prime Rate, plus 1%. The Prime Rate will continue to be
adjusted on the first day of each month during the Extended Term.
 
 Shall be
deleted and replaced instead by the following paragraph
 
 Commencing
April 14, 2009, and continuing through January 31, 2010, no principal or
interest shall be due and payable to Lender, but interest shall continue to
accrue and shall compound monthly.  All accrued interest shall be due
and payable on February 1, 2010.  Equal monthly principal installments
of Fifty Thousand Dollars ($50,000) and all accrued interest on the outstanding
principal balance shall be due and payable commencing on February 1, 2010, and
continuing on the 1st day of
each month thereafter until December 31, 2014, when
  
  all
remaining principal and accrued interest under this Note shall be due and
payable in one lump sum amount.  Commencing on April 14, 2009, the
interest rate payable on the outstanding principal balance of the Note shall be
the Prime Rate, plus 1%, with a minimum rate of 5% per annum.  The
Prime Rate will be adjusted on the first day of each month.
 
 2.           Balance
of provisions of Note to Remain Unchanged and in Force and Effect.  Except as amended
by Section 1 of this Amendment, all of the other terms and provisions of the
Note remain unchanged and in full force and effect.
 
 3.           Binding
Effect; Assigns.
 This Amendment and all of the provisions hereof shall be binding upon and
inure to the benefit of the Lender, his successors and assigns.
 
 4.           Governing
Law.   This
Amendment and the validity, interpretation and performance of the terms and
provisions hereof shall be governed by, and construed in accordance with, the
internal laws of the State of Indiana, without regard to the principles of
conflicts of laws.
 
 5.           Headings.
 The headings used in this Amendment are for convenience of reference only
and shall not be construed to affect the meaning or construction of any of the
provisions hereof.
 
 6.           Entire
Amendment.
 This Note Amendment constitutes the entire amendment of the Note, and
supersedes all prior agreements and undertakings, both written and oral, between
MISCOR and Lender with respect to such specific subject matter.
 
  
  IN WITNESS WHEREOF, MISCOR has
caused this Amendment to be executed this 14th day of April, 2009.
 
 
 MISCOR:MISCOR
      GROUP, LTD.By:
              /s/
      John A. MartellJohn
      A. Martell, President & CEO
 
 AMENDMENT
      AGREED TO
              JOHN
      A. MARTELLBy:
              /s/
      John A. MartellJohn
      A. Martell