mis_8k0118ex103.htm


    Exhibit
      10.3

    


    REAL
      ESTATE NOTE

     

    
      	
              $1,250,000.00

            	 	
              January
                14, 2008

            


    

     

    For
      value
      received, the undersigned, MISCOR GROUP, LTD., an Indiana corporation
      (“MISCOR”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”),
      MARTELL ELECTRIC, LLC, an Indiana limited liability company (“Martell”), HK
      ENGINE COMPONENTS, LLC, an Indiana limited liability company (“HK”), MAGNETECH
      POWER SERVICES, LLC, an Indiana limited liability company (“MPS”) and IDEAL
      CONSOLIDATED, INC., an Indiana corporation (“Ideal”) , 3-D SERVICE, LTD., an
      Ohio limited liability company (“3D”) and AMERICAN MOTIVE POWER, INC., a Nevada
      corporation (“AMP” and together with MISCOR, MIS, Martell, HK, MPS, Ideal and
      3D, the “Borrowers” and each a “Borrower”), hereby jointly and severally promise
      to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”),
      acting through its Wells Fargo Business Credit operating division, on the
      Termination Date set forth in the Credit and Security Agreement dated the same
      date as this Real Estate Note that was entered into by the Lender and the
      Borrower (as amended from time to time, the “Credit Agreement”), at Lender’s
      office located at Milwaukee, Wisconsin, or at any other place designated at
      any
      time by the holder hereof, in lawful money of the United States of America
      and
      in immediately available funds, the principal sum of One Million Two Hundred
      Fifty Thousand Dollars ($1,250,000) or the aggregate unpaid principal amount
      of
      all Real Estate Advances made by the Lender to the Borrowers under the Credit
      Agreement together with interest on the principal amount hereunder remaining
      unpaid from time to time, computed on the basis of the actual number of days
      elapsed and a 360-day year, from the date hereof until this Real Estate Note
      is
      fully paid at the rate from time to time in effect under the Credit
      Agreement.

     

    This
      Real
      Estate Note is the Real Estate Note referred to in the Credit Agreement, and
      is
      subject to the terms of, the Credit Agreement, which provides, among other
      things, for acceleration hereof.  Principal and interest due hereunder
      shall be payable as provided in the Credit Agreement, and this Real Estate
      Note
      may be prepaid only in accordance with the terms of the Credit
      Agreement.  This Real Estate Note is secured, among other things,
      pursuant to the Credit Agreement and the Security Documents as therein defined,
      and may now or hereafter be secured by one or more other security agreements,
      mortgages, deeds of trust, assignments or other instruments or
      agreements.

     

    The
      Borrowers hereby agrees to pay all costs of collection, including reasonable
      attorneys’ fees and legal expenses in the event this Real Estate Note is not
      paid when due, whether or not legal proceedings are commenced.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Presentment
      or other demand for payment, notice of dishonor and protest are expressly
      waived.

     

    
      	 	
              MISCOR
                GROUP, LTD.

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              MAGNETECH
                INDUSTRIAL SERVICES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              MARTELL
                ELECTRIC, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              HK
                ENGINE COMPONENTS, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              MAGNETECH
                POWER SERVICES, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	 	
              IDEAL
                CONSOLIDATED, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              3-D
                SERVICE, LTD.

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              AMERICAN
                MOTIVE POWER, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              John A. Martell
	 	
              Name:  John
                A. Martell

            
	 	
              Its:  Chief
                Executive Officer

            


    

    


    


    
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