Amendment to Registration Rights Agreement


EXHIBIT 10.1





AGREEMENT




This
AGREEMENT (this “Agreement”), dated
as of July 31, 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 Registration Rights Agreement,
dated as of May 31, 2006, between the Company and Laurus (as amended, modified
or supplemented from time to time, the “Registration
Rights Agreement”).
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in that certain Security and Purchase Agreement, dated as
of May 31, 2006 (as amended, modified or supplemented from time to time,
the “Security
Agreement”), by
and among the Credit Parties and Laurus.

 

WHEREAS,
each Credit Party and Laurus have agreed to make certain modifications to the
Registration Rights 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 are hereby acknowledged, the
parties hereto agree as follows:

 

1.  In the
definition of “Filing
Date” in
Section 1 of the Registration Rights Agreement, clause (1) thereof is hereby
amended in its entirety to read as follows:

 

“(1) the
Registration Statement required to be filed in connection with the shares of
Common Stock issuable to the Holder upon exercise of a Warrant, a date not later
than August 31, 2006, and”.

 

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 Registration Rights Agreement or any
other Ancillary Agreement, or to the Security Agreement, and all of the other
forms, terms and provisions of the Registration Rights Agreement and other
Ancillary Agreements, and of the Security Agreement, 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, 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. 

 

[Remainder
of page intentionally left blank]

 

 










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Each
Credit Party and Laurus have caused this Agreement to be signed in their
respective names effective as of July 31, 2006.

 


	
       
	
      MISCOR
      GROUP, LTD. (formerly known as

      MAGNETECH
      INTEGRATED SERVICES

      CORP.)

	 	
      By:
	 /s/
      John A. Martell
	 	 	
      John
      A. Martell

      President
      and CEO

	 	 	 
	 	
      MAGNETECH
      INDUSTRIAL SERVICES, INC.

	 	
      By:
	 /s/ John A. Martell
	 	 	
      John
      A. Martell

	 	 	
      President
      and CEO

	 	 	 
	 	
      MARTELL
      ELECTRIC, LLC

	 	
      By:
	 /s/ John A. Martell
	 	 	
      John
      A. Martell

	 	 	
      President
      and CEO

	 	 	 
	 	
      HK
      ENGINE COMPONENTS, LLC

	 	
      By:
	 /s/ John A. Martell
	 	 	
      John
      A. Martell

	 	 	
      President
      and CEO

	 	 	 
	 	
      LAURUS
      MASTER FUND, LTD.

	 	
      By:
	 /s/
      David Grin
	 	 	
      David
      Grin, Partner










 










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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







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