Speciman certificate of common stock


    
      Exhibit
        4.1

       

       

      

        
          	 	
                  [FORM
                    OF STOCK CERTIFICATE]

                	 
	
                  NUMBER

                	 	
                  SHARES

                
	 	
                  MISCOR
                    GROUP, LTD.

                	 
	 	 	 
	 	
                  INCORPORATED
                    UNDER THE LAWS OF THE STATE OF INDIANA

                	 
	 	
                  COMMON
                    STOCK

                	 


        

        


        


        
          	
                  CUSIP
                    NO. 60477P 10 2

                


        

        


        


        


        
          	
                  THIS
                    CERTIFIES that

                	 	
                  SEE
                    REVERSE SIDE FOR CERTAIN
                    DEFINITIONS

                


        

        


        


        is
          the
          owner of 

        


        FULLY
          PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR VALUE,
          OF

        


        MISCOR
          Group, Ltd., transferable only on the books of the Corporation by the holder
          hereof in person or by Attorney upon surrender of this Certificate properly
          endorsed. The certificate and the shares represented hereby are subject
          to all
          the terms, conditions and limitations of the Articles of Incorporation
          and Code
          of By-Laws of the Corporation, including all amendments thereto and supplements
          thereof. Any transferee of this Certificate should consult the Corporation's
          Articles of Incorporation and Code of By-Laws with respect to any such
          restrictions, including any amendments thereto which may restrict the rights
          of
          the holder of this Certificate and may be adopted by the Corporation at
          a date
          later than the date this Certificate is issued. This certificate is not
          valid
          until countersigned by the Transfer Agent and registered by the
          Registrar.

        


        IN
          WITNESS WHEREOF, the said Corporation has caused this Certificate to be
          signed
          by the facsimile signatures of its duly authorized officers and its Corporate
          seal to be hereunto affixed. 

        


        
          	
                  Dated:

                
	 
	
                  James
                    M. Lewis, Secretary

                	 	
                  John
                    A. Martell, President and Chief Executive
                    Officer

                


        

        


         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [STATEMENT
        FOR BACK OF CERTIFICATE]

      


      MISCOR
        GROUP, LTD.

      


      


      A
        FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND
        LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS,
        PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY
        OF
        THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS OF FUTURE SERIES) OF SHARES
        THAT
        THE CORPORATION IS AUTHORIZED TO ISSUE WILL BE FURNISHED, WITHOUT CHARGE,
        TO ANY
        SHAREHOLDER UPON WRITTEN REQUEST TO THE SECRETARY OF THE
        CORPORATION.

      


      


      
 

      
        
          The
            following abbreviations, when used in the inscription on the face of
            this
            certificate, shall be construed as though they were written out in full
            according to applicable laws or regulations:

          


          
            	 	
                    TEN
                      COM -- as tenants in common

                  	
                    UNIF
                      GIFT MIN ACT -- ________
                      Custodian_______

                  
	 	
                    TEN
                      ENT -- as tenants by the entireties

                  	 	
                    (Cust)           
                      (Minor)

                  
	 	
                    JT TEN
                      -- as joint tenants with right of survivorship

                  	 	
                    Under
                      Uniform Gifts to Minors

                  
	 	
                    and
                      not as tenants in common

                  	 	
                    Act_______________________

                  
	 	 	 	
                    (State)

                  


          

          


          
Additional
            abbreviations may also be used though not
            in the above list.

        

      

      


      For
        Value Received, ____________________ do hereby sell,
        assign and transfer unto

      


      Please
        insert Social Security or other

      identifying
        number of Assignee

      


      
        	 


      

      


      (PLEASE
        PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
        POSTAL ZIP CODE, OF ASSIGNEE)

      


      ____________________________
        Shares of the Common Stock represented by the within Certificate, and do
        hereby
        irrevocably constitute and appoint _____________________________ Attorney
        to
        transfer the said Shares on the books of the within named Corporation with
        full
        power of substitution in the premises.

       

      

        


        
          	
                  Dated

                	 	 


        

        


        
          	 	
                  In
                    presence of

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 


        

        


        
          	
                  NOTICE:
                    The signature of this assignment must correspond with the name
                    as written
                    upon the face of the certificate, in every particular, without
                    alteration
                    or enlargement, or any change whatever.

                
	 	 
	
                  The
                    signature(s) of the assignor(s) must be guaranteed hereon by
                    a participant
                    in either the Securities Transfer Agent’s Medallion Program (STAMP), the
                    Stock Exchange Medallion Program (SEMP), or the New York Stock
                    Exchange
                    Medallion Program (MSP).