Amendment to Security and Purchase Agreement


    

      Exhibit
        10.1

      


      


      
        

AGREEMENT

      


      This
        AGREEMENT (this “Agreement”),
        dated
        as of July 14, 2006, is entered into by and among MISCOR GROUP, LTD. (formally
        known as Magnetech Integrated Services Corp.), an Indiana corporation (the
        "Company"), each
        subsidiary of the Company set forth on Schedule A hereto (the Company and
        each
        such subsidiary of the Company, collectively, the “Credit
        Parties”
and
        each, a “Credit
        Party”)
        and
        LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"),
        for
        the purpose of amending the terms of that certain Security and Purchase
        Agreement, dated as of August 24, 2005 (as amended, modified or supplemented
        from time to time, the “Security
        Agreement”),
        by
        and among the Credit Parties, certain former indirect subsidiaries of the
        Company, and Laurus. Capitalized terms used herein without definition shall
        have
        the meanings ascribed to such terms in the Security Agreement.

      


      WHEREAS,
        each Credit Party and Laurus have agreed to make certain modifications to
        the
        Security Agreement as set forth herein;

      


      NOW,
        THEREFORE, in consideration of the above, and for other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto agree as follows:

       

      1.  Section
        19(r) of the Security Agreement is hereby amended in its entirety to read
        as
        follows:

      


      “(r) The
        Parent’s failure to cause the Common Stock to be quoted or listed, as
        applicable, on a Principal Market on or before August 31, 2006.”  

      


      2.  Each
        agreement set forth herein shall be effective as of the date hereof following
        the execution and delivery of same by each Credit Party and Laurus.


      


      3.  Except
        as
        specifically set forth in this Agreement, there are no other amendments,
        modifications or supplementations to the Security Agreement or any Ancillary
        Agreement, and all of the other forms, terms and provisions of the Security
        Agreement and the Ancillary Agreements remain in full force and
        effect.

      


      4.  Each
        Credit Party hereby represents and warrants to Laurus that as of the date
        of the
        Security Agreement all representations and warranties made by such Credit
        Party
        in connection with the Security Agreement and the Ancillary Agreements were
        true, correct and complete as of that date (except that the Common Stock
        of the
        Company was no par value rather than $0.01 per share), and all of such Credit
        Parties’ covenant requirements under the Security Agreement and Ancillary
        Agreements that are required to have been met on or before the date of this
        Agreement have been met or waived in writing by Laurus.

      


      5.  This
        Agreement shall be binding upon the parties hereto and their respective
        successors and permitted assigns and shall inure to the benefit of and be
        enforceable by each of the parties hereto and its successors and permitted
        assigns. THIS
        AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        LAW
          OF THE STATE OF NEW YORK.
          This
          Agreement may be executed in any number of counterparts, each of which
          shall be
          an original, but all of which shall constitute one instrument.


      

       

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        of page intentionally left blank]

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Each
        Credit Party and Laurus have caused this Agreement to be signed in their
        respective names effective as of July 14, 2006.

       

      


      
        	 	
                MISCOR
                  GROUP, LTD. (formally known as MAGNETECH INTEGRATED SERVICES
                  CORP.)

                 

              
	 	
                By:

              	
                /s/
                  John A. Martell

              
	 	
                Name:

              	
                John
                  A. Martell

              
	 	
                Title:

              	
                President
                  & CEO

              
	 	
                 

                 

                MAGNETECH
                  INDUSTRIAL SERVICES, INC.

                 

              
	 	
                By:

              	
                /s/
                  John A. Martell

              
	 	
                Name:

              	
                John
                  A. Martell

              
	 	
                Title:

              	
                President
                  & CEO

              
	 	
                 

                 

                MARTELL
                  ELECTRIC, LLC

                 

              
	 	
                By:

              	
                /s/
                  John A. Martell

              
	 	
                Name:

              	
                John
                  A. Martell

              
	 	
                Title:

              	
                President
                  & CEO

              
	 	
                 

                 

                HK
                  ENGINE COMPONENTS, LLC

                 

              
	 	
                By:
                  

              	
                /s/
                  John A. Martell

              
	 	
                Name:
                  

              	
                John
                  A. Martell

              
	 	
                Title:

              	
                President
                  & CEO

              
	 	
                 

                 

                LAURUS
                  MASTER FUND, LTD.

              
	 	
                By:

              	
                /s/
                  David Grin

              
	 	
                Name:

              	
                David
                  Grin

              
	 	
                Title:

              	
                Partner

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Schedule
        A

       

      Subsidiaries
        of Company

       

      


              Magnetech
        Industrial
        Services, Inc., an Indiana corporation

              Martell
        Electric,
        LLC, an Indiana limited liability company

              HK
        Engine Components,
        LLC, an Indiana limited liability company