Exhibit
10.2b






Amendment
to the


MISCOR Group, Ltd. Employee
Stock Purchase Plan





This Amendment to the MISCOR Group,
Ltd., Employee Stock Purchase Plan (the “Amendment”) is made as of
February 7, 2008, by MISCOR Group, Ltd., an Indiana corporation (the “Corporation”).





RECITALS





WHEREAS, the Board of Directors and
shareholders of the Corporation duly approved and adopted the MISCOR Group,
Ltd., Employee Stock Purchase Plan (the “Plan”); and





WHEREAS, the Corporation desires to
amend the Plan to modify the definitions of


“Committee”
and “Eligible Employee” under the Plan.





NOW, THEREFORE, the Plan is amended as
follows:





1.           Definition of
“Committee”.  Subject to Section 3 hereof,
Section 2.01(e) of the Plan shall be amended and restated in its entirety to
read as follows:





“(e)           “Committee” means (i) the
Compensation Committee of the Board of Directors, or (ii) another committee of
the Board of Directors designated by the Board of Directors to act as the
Committee for purposes of this Plan, or (iii) the Board of Directors if it
determines that it shall act as the Committee for purposes of this
Plan.”





2.           Definition of “Eligible
Employee”.  Subject to Section 3 hereof,
Section 2.01(j) of the Plan shall be amended and restated in its entirety to
read as follows:





“(j)           “Eligible Employee” means any
person employed by the Corporation or any of its subsidiaries or controlled
entities (as designated by the Committee) except for:




(1)           employees
who have been employed less than six (6) months;




(2)           employees
whose customary employment is twenty (20) hours or less per week;
or




(3)           any
officer of the Corporation who is also a “highly compensated employee” within
the meaning of the Code Section 414(q).




With
respect to any individual who first becomes employed after February 7, 2008, in
applying the six-month employment requirement of Section 2.01(j)(1) above, such
employee’s period of employment shall include any period of employment with any
employer acquired by the Corporation.”








3.           Effective Date of
Amendment.  This Amendment shall be effective as of the date on
which the Board of Directors of the Corporation shall have approved this
Amendment, provided that the shareholders of the Corporation also approve this
Amendment within 12 months after the date of approval by the Board.





4.           General.  Capitalized
terms used in this Amendment but not otherwise defined herein shall have the
meanings given to such terms under the Plan.  All other provisions
contained in the Plan and not otherwise amended pursuant hereto shall remain
unchanged and shall continue in full force and effect.  Except as
expressly provided herein, the Plan and this Amendment shall be construed,
wherever possible, in a manner consistent with one another, but in the event of
any irreconcilable inconsistencies, this Amendment shall control.





The Corporation has caused this
Amendment to the MISCOR Group, Ltd., Employee Stock Purchase Plan to be executed
as of the date first above written.








MISCOR
      Group, Ltd.By:
            /s/
      John A. MartellName:
      John A. MartellTitle:
      President and Chief Executive OfficerAdopted
      by the Board of Directors of MISCOR Group, Ltd., as of February 7,
      2008Adopted
      by the Shareholders of MISCOR Group, Ltd., as of May 15,
    2008