Promissory Note dated January 1, 2004 issued by Magnetech Industrial Services,
      Inc. to John A. Martell


    

      Exhibit
        4.11

       

      


       

      PROMISSORY
        NOTE

       

      
        	
                $3,000,000.00

              	
                South
                  Bend, Indiana

              
	
                 

              	
                Effective
                  January 1, 2004

              


      

      


      FOR
        VALUE RECEIVED,
        MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“Magnetech”)
        promises to pay to the order of JOHN A MARTELL (“Lender”) the principal sum of
        Three Million Dollars ($3,000,000), with interest thereon at 1% below the
        Prime
        Rate, payable at 1125
        South Walnut Street, South
        Bend, Indiana 46619, or such other place as Lender may designate in writing
        from
        time to time hereafter. For purposes of this Promissory Note, “Prime Rate” shall
        mean the Prime Rate as published in The
        Wall Street Journal,
        and
        which is described as the base rate on corporate loans at large U.S. money
        center commercial banks. The Prime Rate will be adjusted on the first business
        day of each month during the period this Note is outstanding.

       

      Interest
        only on the outstanding principal balance of the Note shall be due and payable
        commencing on February 1, 2004 and continuing on the 1st
        day of
        each month thereafter until December 31, 2008, when all principal and accrued
        interest under this Note shall be due and payable in one lump sum amount;
        provided,
        that
        Magnetech, upon at least 60 days prior written notice to Lender (which notice
        may not be sent by Magnetech prior to July 1, 2008), may extend the term
        of this
        Note for an additional period of sixty (60) months (the “Extended Term”).


       

      In
        the
        event the term of this Note is extended by Magnetech, interest only on the
        outstanding principal balance shall be due and payable to Lender on January
        1,
        2009. Thereafter, equal monthly principal installments of Fifty Thousand
        Dollars
        ($50,000) and all accrued interest on the outstanding principal balance shall
        be
        due and payable commencing on February 1, 2009
        and
        continuing on the 1st
        day of
        each month thereafter until December 31, 2013, when all remaining principal
        and
        accrued interest under this Note shall be due and payable in one lump sum
        amount. Notwithstanding anything in this Note to the contrary, the interest
        rate
        payable on the outstanding principal balance of the Note during the Extended
        Term shall be the Prime Rate, plus 1%. The Prime Rate will continue to be
        adjusted on the first day of each month during the Extended Term. 

       

      Magnetech
        may prepay the unpaid principal balance of this Note at any time or from
        time to
        time without penalty. Any prepayment shall include interest to the date it
        is
        made. Partial prepayments shall be applied to the installments in the inverse
        order of their maturity.

       

      Any
        amounts not paid when due shall bear interest at a rate
        which is four percent (4%) per year in excess of the interest rate otherwise
        payable hereon or, if less, at the highest rate then permitted under applicable
        law. Interest
        shall be computed on the basis of a three hundred sixty-five (365) day year
        and
        accrue for each day any principal sum remains unpaid.

       

      Upon
        (i)
        the failure by Magnetech to pay any amount when due under the terms of this
        Note, (ii) the dissolution of Magnetech, (iii) the making of a general
        assignment for the benefit of creditors by Magnetech, (iv) the filing of
        any
        petition or the commencement of any proceeding voluntarily by Magnetech for
        any
        relief under any bankruptcy or insolvency laws or any law 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      relating
        to the relief of debtors or the consent by Magnetech to the entry of an order
        in
        an involuntary case, or (v) the entry of an order or decree by a court of
        competent jurisdiction in an involuntary case, that is for relief against
        Magnetech, under any bankruptcy or insolvency laws or any law relating to
        the
        relief of debtors, all of the indebtedness evidenced hereby and remaining
        unpaid
        shall, at the option of Lender, become immediately due and payable with
        attorneys’ fees and costs incurred by Lender in enforcing this Note.


       

      Magnetech
        and all guarantors, sureties, and endorsers severally waive demand, presentment
        for payment, notice of dishonor, notice of nonpayment, protest, notice of
        protest, and diligence by Lender in collection and bringing suit on this
        Note
        and all benefits of homestead, valuation and appraisement laws and expressly
        agree that Lender may renew, extend or otherwise modify this Note from time
        to
        time without notice with full reservation of Lender’s rights. Any such renewal,
        extension or modification shall not release Magnetech or any guarantor, surety
        or endorser from any liability under this Note.

       

      Magnetech
        further agrees, subject only to any limitation imposed by applicable law,
        to pay
        all expenses incurred by Lender in collecting any amounts payable hereunder
        which are not paid when due, whether by acceleration or otherwise, including
        reasonable attorneys' and paralegals' fees and expenses and court
        costs.

       

      LENDER'S
        ACCEPTANCE OF LATE OR PARTIAL PAYMENTS, EXCUSE OF ANY DEFAULT, OR DELAY IN
        ENFORCEMENT OF ANY RIGHT, SHALL NOT ESTABLISH A CUSTOM OR COURSE OF CONDUCT
        AS
        TO ANY WAIVER OF LENDERS' RIGHTS AND REMEDIES.

       

      This
        Note
        is binding upon Magnetech and its legal representatives, successors and assigns
        and shall inure to the benefit of Lender and its successors and assigns.
        This
        Note and all payments due hereunder are being delivered and accepted in the
        State of Indiana, and this Note shall be governed in all respects, including
        validity, interpretation and effect, by the laws of the State of Indiana,
        without regard to principles of conflicts of law. 

       

      
        	 	
                MAGNETECH:

              
	 	 
	 	
                MAGNETECH
                  INDUSTRIAL SERVICES, INC.

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	 /s/
                John A. Martell
	 	 	
                John
                  A. Martell, President & CEO