Unassociated Document


    

      Exhibit
        10.8

      


      Prior
        Contract Termination
        Agreement

      


      This
Prior
        Contract
        Termination Agreement(the
“Agreement”) is made and entered
        into this 16th day of January, 2008 by and
        among Lawrence
        Mehlenbacher, Joseph Fearon, Thomas Coll, Richard Rizzieriand Gary
        Walsh(collectively, the
        “Shareholders”), LMC Industrial Contractors, Inc. (“LMCIC”), LMC Power
        Systems, Inc. (“LMCPS”) and Dansville Properties, LLC (“Dansville”; together
        with LMCIC, LMCPS and the Shareholders, the “Related Parties”, each a “Related
        Party”) and
        American
        Motive Power, Inc., a
        Nevada corporation (“Company”).

      


      Recitals:

      


      A.           
        MISCOR Group, Ltd., an Indiana
        corporation (“MISCOR”) and the Shareholders are parties to that Stock Purchase
        Agreement (the “Stock Purchase Agreement”) dated as of the 16thday
        of January, 2008, which governs the
        parties’ understandings and arrangements related to the purchase of the
        Shareholders’ ownership interests in the Company by MISCOR.

      


      B.           
        In connection with the Stock
        Purchase Agreement, each of the Related Parties have agreed to terminate
        the
        applicable agreements and contracts listed on Exhibit
        A, attached hereto and
        incorporated herein, (collectively, the “Related Party Agreements”) and release
        any and all liabilities and claims of the applicable Related Parties
        thereunder.

      


      C.           
        MISCOR would not have been
        willing
        to enter into the Stock Purchase Agreement without the agreement of the Related
        Parties to execute this Agreement.

      


      D.           
        The Related Parties will receive
        significant benefit from the transaction contemplated by the Stock Purchase
        Agreement and each of them is willing to enter into this Agreement as a
        condition to and as consideration for MISCOR entering into the Stock Purchase
        Agreement.

      


      NOW,
        THEREFORE, in consideration
        of the premises, mutual covenants and agreements contained herein and in
        the
        Stock Purchase Agreement, and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged by all of the parties,
        the recital provisions are hereby incorporated into the body of this Agreement
        as if fully set forth herein, and the parties agree as
        follows:

      


      1.           
        Capitalized
        Terms.  The
        capitalized terms used but not defined in this Agreement shall have the meanings
        as defined in the Stock Purchase Agreement.

      


      2.           
        Termination
        of
        Related Party Agreements.  The Related Parties
        hereby
        represent and warrant the agreements and contracts listed on Exhibit
        Arepresent all of the
        agreements and contracts, written or unwritten, between the Company and any
        of
        the Related Parties.  Effective as of the Closing under the Stock
        Purchase Agreement (the “Termination Date”), the Related Party Agreements, and
        all rights, benefits and privileges under the Related Party Agreements accruing
        to the both the applicable Related Party and the Company shall terminate,
        whereupon both the applicable Related Party and the Company shall be relieved
        of


      
        
          
          

        

        
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      any
        and all respective liabilities and
        obligations under each of the Related Party Agreements.

      


      3.           
        Release
        by
        Related Parties.                                                                
As
        of the Termination Date, each
        of the Related Parties, for itself, its assigns and all others who may or
        do
        have an interest in this matter (the “Related Party Releasing Parties”), release
        and discharge Company and its parent, agents, attorneys, insurers, assigns,
        subsidiaries, and all other persons, firms, corporations and other entities,
        from any and all manner of past, present, or future liabilities, debts,
        judgments, demands, costs and expenses (including attorneys’ fees and costs), of
        every nature, kind and description whatsoever, whether known or unknown,
        suspected or unsuspected, fixed or contingent, arising out of or relating
        to the
        Related Party Agreements.

      


      4.           
        Release
        by
        Company.   As of the Termination
        Date, Company releases each of the Related Parties, his heirs, executors,
        successors and assigns, and all other persons, firms, corporations and other
        entities, from any and all manner of past, present, or future liabilities,
        debts, judgments, demands, costs and expenses (including attorneys’ fees and
        costs), of every nature, kind and description whatsoever, whether known or
        unknown, suspected or unsuspected, fixed or contingent, arising out of or
        relating to the Related Party Agreements.

      


      5.           
        Future
        Agreements.  The
        parties acknowledge and agree that the foregoing termination and release
        shall
        have no effect on any agreements or contracts entered into by any of the
        Related
        Parties and the Company in connection with the Stock Purchase Agreement or
        following the closing thereunder.

      


      6.           
        Successors
        and
        Assigns.  The
        terms and conditions of this Agreement shall be binding upon the parties,
        their
        respective executors, personal representatives, heirs, successors and
        assigns.

      


      7.           
        Controlling Law and
        Jurisdiction.  This Agreement
        shall
        be construed, interpreted and enforced in accordance with the laws of the
        State
        of New York, without giving effect to principles of conflicts of
        laws.  The parties expressly agree that the Indiana state courts
        located in St. Joseph County, Indiana (or if there is exclusive federal
        jurisdiction, the United States District Court for the Northern District
        of
        Indiana) shall have exclusive jurisdiction and venue over any dispute arising
        out of this Agreement.  To the extent not otherwise subject to the
        jurisdiction of such courts, the Company and Shareholder hereby agree to waive
        any objection to jurisdiction and to subject itself or himself to the
        jurisdiction of such courts.

      


      8.           
        Counterpart
        Execution.This Agreement
        may be executed in counterparts, each of which shall be deemed an original,
        but
        all of which together shall constitute one and the same instrument. In addition,
        this Agreement may contain more than one counterpart of the signature pages.
        All
        such signature pages shall be read as one, and they shall have the same force
        and effect as though all of the signatories had executed a single signature
        page.

      


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      IN
        WITNESS
        WHEREOF, the parties hereto
        have executed this Agreement, individually or by a duly authorized
        representative, as of the first day and year written above.

      


      


      
        	 	 	 	
                SHAREHOLDERS:

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	 
	 	 	 	
                LawrenceMehlenbacher

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	 
	 	 	 	
                Joseph
                  Fearon

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	 
	 	 	 	
                Thomas
                  Coll,

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	 
	 	 	 	
                Richard
                  Rizzieri

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	 
	 	 	 	
                Gary
                  Walsh

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                LMCIC:

              
	 	 	 	 	 
	 	 	 	
                LMC
                  Industrial Contractors, Inc.

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	
                By:

              	 
	 	 	 	
                Its:

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                LMCPS:

              
	 	 	 	 	 
	 	 	 	
                LMC
                  Power Systems, Inc.

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	
                By:

              	 
	 	 	 	
                Its:

              	 
	 	 	 	 	 
	 	 	 	 	 


      


      
        
          
          

        

        
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                DANSVILLE:

              
	 	 	 	 	 
	 	 	 	
                Dansville
                  Properties, LLC

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	
                By:

              	 
	 	 	 	
                Its:

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                COMPANY:

              
	 	 	 	 	 
	 	 	 	
                American
                  Motive Power,
                  Inc.

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	
                By:

              	 
	 	 	 	
                Its:

              	 


      

      


      


    

     

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