Guaranty dated August 24, 2005 made by certain subsidiaries of the registrant
      identified therein in favor of Laurus Master Fund, Ltd.


    

      Exhibit
        10.11

       

      GUARANTY

       

      


      
        	
                New
                  York, New York

              	 	 	
                August
                  24, 2005

              


      

       

      FOR
        VALUE
        RECEIVED, and in consideration of note purchases from, or credit otherwise
        extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the
        account of Magnetech Integrated Services Corp., an Indiana corporation (the
        “Parent”), Magnetech Industrial Services, Inc., an Indiana corporation
        (“Magnetech Industrial”), Martell Electric, LLC, an Indiana limited liability
        company (“Martell”), and HK Engine Components, LLC, an Indiana limited liability
        company (“HK Engine” and together with the Parent, the “Companies” and each, a
“Company”) from time to time and at any time and for other good and valuable
        consideration and to induce Laurus, in its discretion, to purchase such notes
        or
        make other extensions of credit and to make or grant such renewals, extensions,
        releases of collateral or relinquishments of legal rights as Laurus may deem
        advisable, each of the undersigned (and each of them if more than one, the
        liability under this Guaranty being joint and several) (jointly and severally
        referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to
        Laurus, its successors, endorsees and assigns the prompt payment when due
        (whether by acceleration or otherwise) of all present and future obligations
        and
        liabilities of any and all kinds of each Company to Laurus and of all
        instruments of any nature evidencing or relating to any such obligations
        and
        liabilities upon which such Company or one or more parties and such Company
        is
        or may become liable to Laurus, whether incurred by such Company as maker,
        endorser, drawer, acceptor, guarantors, accommodation party or otherwise,
        and
        whether due or to become due, secured or unsecured, absolute or contingent,
        joint or several, and however or whenever acquired by Laurus, whether arising
        under, out of, or in connection with that certain Security Agreement dated
        as of
        the date hereof by and among the Parent, the other Companies named therein
        and
        Laurus (the “Security Agreement”) and (ii) each Ancillary Agreement referred to
        in the Security Agreement (the Security Agreement and each Ancillary Agreement,
        as each may be amended, modified, restated and/or supplemented from time
        to
        time, are collectively referred to herein as the “Documents”), or any documents,
        instruments or agreements relating to or executed in connection with the
        Documents or any documents, instruments or agreements referred to therein
        or
        otherwise, or any other obligations or liabilities of such Company to Laurus,
        whether now existing or hereafter arising, direct or indirect, liquidated
        or
        unliquidated, absolute or contingent, due or not due and whether under, pursuant
        to or evidenced by a note, agreement, guaranty, instrument or otherwise (all
        of
        which are herein collectively referred to as the “Obligations”), and
        irrespective of the genuineness, validity, regularity or enforceability of
        such
        Obligations, or of any instrument evidencing any of the Obligations or of
        any
        collateral therefor or of the existence or extent of such collateral, and
        irrespective of the allowability, allowance or disallowance of any or all
        of the
        Obligations in any case commenced by or against any Company under Title 11,
        United States Code, including, without limitation, obligations or indebtedness
        of any Company for post-petition interest, fees, costs and charges that would
        have accrued or been added to the Obligations but for the commencement of
        such
        case. Terms not otherwise defined herein shall have the meaning assigned
        such
        terms in the Security Agreement. In furtherance of the foregoing, the
        undersigned hereby agrees as follows:


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


       

      1. No
        Impairment.
        Laurus
        may at any time and from time to time, either before or after the maturity
        thereof, without notice to or further consent of the undersigned, extend
        the
        time of payment of, exchange or surrender any collateral for, renew or extend
        any of the Obligations or increase or decrease the interest rate thereon,
        or any
        other agreement with any Company or with any other party to or person liable
        on
        any of the Obligations, or interested therein, for the extension, renewal,
        payment, compromise, discharge or release thereof, in whole or in part, or
        for
        any modification of the terms thereof or of any agreement between Laurus
        and any
        Company or any such other party or person, or make any election of rights
        Laurus
        may deem desirable under the United States Bankruptcy Code, as amended, or
        any
        other federal or state bankruptcy, reorganization, moratorium or insolvency
        law
        relating to or affecting the enforcement of creditors’ rights generally (any of
        the foregoing, an “Insolvency Law”) without in any way impairing or affecting
        this Guaranty. This Guaranty shall be effective regardless of the subsequent
        incorporation, merger or consolidation of any Company, or any change in the
        composition, nature, personnel or location of any Company and shall extend
        to
        any successor entity to each Company, including a debtor in possession or
        the
        like under any Insolvency Law.

       

      2. Guaranty
        Absolute.
        Subject
        to Section 5(c) hereof, each of the undersigned jointly and severally guarantees
        that the Obligations will be paid strictly in accordance with the terms of
        the
        Documents and/or any other document, instrument or agreement creating or
        evidencing the Obligations, regardless of any law, regulation or order now
        or
        hereafter in effect in any jurisdiction affecting any of such terms or the
        rights of any Company with respect thereto. Guarantors hereby knowingly accept
        the full range of risk encompassed within a contract of “continuing guaranty”
        which risk includes the possibility that a Company will contract additional
        obligations and liabilities for which Guarantors may be liable hereunder
        after
        such Company’s financial condition or ability to pay its lawful debts when they
        fall due has deteriorated, whether or not such Company has properly authorized
        incurring such additional obligations and liabilities. The undersigned
        acknowledge that (i) no oral representations, including any representations
        to
        extend credit or provide other financial accommodations to any Company, have
        been made by Laurus to induce the undersigned to enter into this Guaranty
        and
        (ii) any extension of credit to any Company shall be governed solely by the
        provisions of the Documents. The liability of each of the undersigned under
        this
        Guaranty shall be absolute and unconditional, in accordance with its terms,
        and
        shall remain in full force and effect without regard to, and shall not be
        released, suspended, discharged, terminated or otherwise affected by, any
        circumstance or occurrence whatsoever, including, without limitation: (a)
        any
        waiver, indulgence, renewal, extension, amendment or modification of or
        addition, consent or supplement to or deletion from or any other action or
        inaction under or in respect of the Documents or any other instruments or
        agreements relating to the Obligations or any assignment or transfer of any
        thereof, (b) any lack of validity or enforceability of any Document or other
        documents, instruments or agreements relating to the Obligations or any
        assignment or transfer of any thereof, (c) any furnishing of any additional
        security to Laurus or its assignees or any acceptance thereof or any release
        of
        any security by Laurus or its assignees, (d) any limitation on any party’s
        liability or obligation under the Documents or any other documents, instruments
        or agreements relating to the Obligations or any assignment or transfer of
        any
        thereof or any invalidity or unenforceability, in whole or in part, of any
        such
        document, instrument or agreement or any term thereof, (e) any bankruptcy,
        insolvency, reorganization, composition, adjustment, dissolution, liquidation
        or
        other like proceeding relating to any Company, or any action taken with respect
        to this Guaranty by any 


      
        
          
          

        

        
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      trustee
        or receiver, or by any court, in any such proceeding, whether or not the
        undersigned shall have notice or knowledge of any of the foregoing, (f) any
        exchange, release or nonperfection of any collateral, or any release, or
        amendment or waiver of or consent to departure from any guaranty or security,
        for all or any of the Obligations or (g) any other circumstance which might
        otherwise constitute a defense available to, or a discharge of, the undersigned.
        Any amounts due from the undersigned to Laurus shall bear interest until
        such
        amounts are paid in full at the highest rate then applicable to the Obligations.
        Obligations include post-petition interest whether or not allowed or
        allowable.

       

      3. Waivers.

       

      (a) This
        Guaranty is a guaranty of payment and not of collection. Laurus shall be
        under
        no obligation to institute suit, exercise rights or remedies or take any
        other
        action against any Company or any other person or entity liable with respect
        to
        any of the Obligations or resort to any collateral security held by it to
        secure
        any of the Obligations as a condition precedent to the undersigned being
        obligated to perform as agreed herein and each of the Guarantors hereby waives
        any and all rights which it may have by statute or otherwise which would
        require
        Laurus to do any of the foregoing. Each of the Guarantors further consents
        and
        agrees that Laurus shall be under no obligation to marshal any assets in
        favor
        of Guarantors, or against or in payment of any or all of the Obligations.
        Each
        of the undersigned hereby waives all suretyship defenses and any rights to
        interpose any defense, counterclaim or offset of any nature and description
        which the undersigned may have or which may exist between and among Laurus,
        any
        Company and/or the undersigned with respect to the undersigned’s obligations
        under this Guaranty, or which any Company may assert on the underlying debt,
        including but not limited to failure of consideration, breach of warranty,
        fraud, payment (other than cash payment in full of the Obligations), statute
        of
        frauds, bankruptcy, infancy, statute of limitations, accord and satisfaction,
        and usury. 

       

      (b) Each
        of
        the undersigned further waives (i) notice of the acceptance of this Guaranty,
        of
        the extensions of credit, and of all notices and demands of any kind to which
        the undersigned may be entitled, including, without limitation, notice of
        adverse change in any Company’s financial condition or of any other fact which
        might materially increase the risk of the undersigned and (ii) presentment
        to or
        demand of payment from anyone whomsoever liable upon any of the Obligations,
        protest, notices of presentment, non-payment or protest and notice of any
        sale
        of collateral security or any default of any sort.

       

      (c) Notwithstanding
        any payment or payments made by the undersigned hereunder, or any setoff
        or
        application of funds of the undersigned by Laurus, the undersigned shall
        not be
        entitled to be subrogated to any of the rights of Laurus against any Company
        or
        against any collateral or guarantee or right of offset held by Laurus for
        the
        payment of the Obligations, nor shall the undersigned seek or be entitled
        to
        seek any contribution or reimbursement from any Company in respect of payments
        made by the undersigned hereunder, until all amounts owing to Laurus by each
        Company on account of the Obligations are indefeasibly paid in full and Laurus’
        obligation to extend credit pursuant to the Documents has been irrevocably
        terminated. If, notwithstanding the 


      
        
          
          

        

        
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      foregoing,
        any amount shall be paid to the undersigned on account of such subrogation
        rights at any time when all of the Obligations shall not have been paid in
        full
        and Laurus’ obligation to extend credit pursuant to the Documents shall not have
        been terminated, such amount shall be held by the undersigned in trust for
        Laurus, segregated from other funds of the undersigned, and shall forthwith
        upon, and in any event within two (2) business days of, receipt by the
        undersigned, be turned over to Laurus in the exact form received by the
        undersigned (duly endorsed by the undersigned to Laurus, if required), to
        be
        applied against the Obligations, whether matured or unmatured, in such order
        as
        Laurus may determine, subject to the provisions of the Documents. Any and
        all
        present and future obligations and liabilities of each Company to any of
        the
        undersigned are hereby waived and postponed in favor of, and subordinated
        to the
        full payment and performance of, all Obligations of each Company to
        Laurus.

       

      4. Security.
        All
        sums at any time to the credit of the undersigned and any property of the
        undersigned in Laurus’ possession or in the possession of any bank, financial
        institution or other entity that directly or indirectly, through one or more
        intermediaries, controls or is controlled by, or is under common control
        with,
        Laurus (each such entity, an “Affiliate”) shall be deemed held by Laurus or such
        Affiliate, as the case may be, as security for any and all of the undersigned’s
        obligations and liabilities to Laurus and to any Affiliate of Laurus, no
        matter
        how or when arising and whether under this or any other instrument, agreement
        or
        otherwise. 

       

      5. Representations
        and Warranties.
        Each of
        the undersigned hereby jointly and severally represents and warrants (all
        of
        which representations and warranties shall survive until all Obligations
        are
        indefeasibly satisfied in full and the Documents have been irrevocably
        terminated), that:

       

      (a) Corporate
        Status.
        It is a
        corporation, partnership or limited liability company, as the case may be,
        duly
        formed, validly existing and in good standing under the laws of its jurisdiction
        of formation indicated on the signature page hereof and has full power,
        authority and legal right to own its property and assets and to transact
        the
        business in which it is engaged.

       

      (b) Authority
        and Execution.
        It has
        full power, authority and legal right to execute and deliver, and to perform
        its
        obligations under, this Guaranty and has taken all necessary corporate,
        partnership or limited liability company, as the case may be, action to
        authorize the execution, delivery and performance of this Guaranty.

       

      (c) Legal,
        Valid and Binding Character.
        This
        Guaranty constitutes its legal, valid and binding obligation enforceable
        in
        accordance with its terms, except as enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or other laws of general
        application affecting the enforcement of creditor’s rights and general
        principles of equity that restrict the availability of equitable or legal
        remedies. 

       

      (d) Violations.
        The
        execution, delivery and performance of this Guaranty will not violate any
        requirement of law applicable to it or any contract, agreement or instrument
        to
        which it is a party or by which it or any of its property is bound or result
        in



      
        
          
          

        

        
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      the
        creation or imposition of any mortgage, lien or other encumbrance other than
        in
        favor of Laurus on any of its property or assets pursuant to the provisions
        of
        any of the foregoing, which, in any of the foregoing cases, could reasonably
        be
        expected to have, either individually or in the aggregate, a Material Adverse
        Effect.

       

      (e) Consents
        or Approvals.
        No
        consent of any other person or entity (including, without limitation, any
        creditor of the undersigned) and no consent, license, permit, approval or
        authorization of, exemption by, notice or report to, or registration, filing
        or
        declaration with, any governmental authority is required in connection with
        the
        execution, delivery, performance, validity or enforceability of this Guaranty
        by
        it, except to the extent that the failure to obtain any of the foregoing
        could
        not reasonably be expected to have, either individually or in the aggregate,
        a
        Material Adverse Effect.

       

      (f) Litigation.
        No
        litigation, arbitration, investigation or administrative proceeding of or
        before
        any court, arbitrator or governmental authority, bureau or agency is currently
        pending or, to the best of its knowledge, threatened (i) with respect to
        this
        Guaranty or any of the transactions contemplated by this Guaranty or (ii)
        against or affecting it, or any of its property or assets, which, in each
        of the
        foregoing cases, if adversely determined, could reasonably be expected to
        have a
        Material Adverse Effect.

       

      (g) Financial
        Benefit.
        It has
        derived or expects to derive a financial or other advantage from each and
        every
        loan, advance or extension of credit made under the Documents or other
        Obligation incurred by the Companies to Laurus.

       

      (h) Solvency.
        As of
        the date of this Guaranty, (a) the fair saleable value of its assets exceeds
        its
        liabilities and (b) it is meeting its current liabilities as they
        mature.

       

      6. Acceleration.

       

      (a) If
        any
        breach of any covenant or condition or other event of default shall occur
        and be
        continuing under any agreement made by any Company or any of the undersigned
        to
        Laurus, or either any Company or any of the undersigned should at any time
        become insolvent, or make a general assignment, or if a proceeding in or
        under
        any Insolvency Law shall be filed or commenced by, or in respect of, any
        of the
        undersigned, or if a notice of any lien, levy, or assessment is filed of
        record
        with respect to any assets of any of the undersigned by the United States
        of
        America or any department, agency, or instrumentality thereof, or if any
        taxes
        or debts owing at any time or times hereafter to any one of them becomes
        a lien
        or encumbrance upon any assets of the undersigned in Laurus’ possession, or
        otherwise, any and all Obligations shall for purposes hereof, at Laurus’ option,
        be deemed due and payable without notice notwithstanding that any such
        Obligation is not then due and payable by the Companies.

       

      (b) Each
        of
        the undersigned will promptly notify Laurus of any default by such undersigned
        in its respective performance or observance of any term or condition of any
        agreement to which the undersigned is a party if the effect of such default
        is
        to cause, or permit the holder of any obligation under such agreement to
        cause,
        such obligation to 


      
        
          
          

        

        
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      become
        due prior to its stated maturity and, if such an event occurs, Laurus shall
        have
        the right to accelerate such undersigned’s obligations hereunder.

       

      7. Payments
        from Guarantors.
        Laurus,
        in its sole and absolute discretion, with or without notice to the undersigned,
        may apply on account of the Obligations any payment from the undersigned
        or any
        other guarantors, or amounts realized from any security for the Obligations,
        or
        may deposit any and all such amounts realized in a non-interest bearing cash
        collateral deposit account to be maintained as security for the
        Obligations.

       

      8. Costs.
        The
        undersigned shall pay on demand, all costs, fees and expenses (including
        expenses for legal services of every kind) directly related to Laurus’
        enforcement or protection of its rights of Laurus hereunder or with respect
        to
        any of the Obligations.

       

      9. No
        Termination.
        This is
        a continuing irrevocable guaranty and shall remain in full force and effect
        and
        be binding upon the undersigned, and each of the undersigned’s successors and
        assigns, until all of the Obligations have been indefeasibly paid in full
        and
        Laurus’ obligation to extend credit pursuant to the Documents has been
        irrevocably terminated. If any of the present or future Obligations are
        guarantied by persons, partnerships, corporations or other entities in addition
        to the undersigned, the death, release or discharge in whole or in part or
        the
        bankruptcy, merger, consolidation, incorporation, liquidation or dissolution
        of
        one or more of them shall not discharge or affect the liabilities of any
        undersigned under this Guaranty.

       

      10. Recapture.
        Anything in this Guaranty to the contrary notwithstanding, if Laurus receives
        any payment or payments on account of the liabilities guaranteed hereby,
        which
        payment or payments or any part thereof are subsequently invalidated, declared
        to be fraudulent or preferential, set aside and/or required to be repaid
        to a
        trustee, receiver, or any other party under any Insolvency Law, common law
        or
        equitable doctrine, then to the extent of any sum not finally retained by
        Laurus, the undersigned’s obligations to Laurus shall be reinstated and this
        Guaranty shall remain in full force and effect (or be reinstated) until payment
        shall have been made to Laurus, which payment shall be due on
        demand.

       

      11. Books
        and Records.
        The
        books and records of Laurus showing the account between Laurus and each Company
        shall be admissible in evidence in any action or proceeding, shall be binding
        upon the undersigned for the purpose of establishing the items therein set
        forth
        and shall constitute prima facie proof thereof.

       

      12. No
        Waiver.
        No
        failure on the part of Laurus to exercise, and no delay in exercising, any
        right, remedy or power hereunder shall operate as a waiver thereof, nor shall
        any single or partial exercise by Laurus of any right, remedy or power hereunder
        preclude any other or future exercise of any other legal right, remedy or
        power.
        Each and every right, remedy and power hereby granted to Laurus or allowed
        it by
        law or other agreement shall be cumulative and not exclusive of any other,
        and
        may be exercised by Laurus at any time and from time to time.

       

      13. Waiver
        of Jury Trial.
        EACH OF
        THE UNDERSIGNED DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING
        SUCH
        APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
        OF
        THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH OF THE UNDERSIGNED HERETO



      
        
          
          

        

        
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      WAIVES
        ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
        RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
        LAURUS, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED
        OR
        INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
        THIS
        GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.


       

      14. Governing
        Law; Jurisdiction.
        THIS
        GUARANTY CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED BY
        AND
        CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
        APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD
        TO
        PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED HEREBY CONSENTS
        AND
        AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,
        STATE
        OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
        OR DISPUTES BETWEEN ANY OF THE UNDERSIGNED, ON THE ONE HAND, AND LAURUS,
        ON THE
        OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE DOCUMENTS OR TO ANY
        MATTER
        ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED,
        THAT
        EACH OF THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY
        HAVE
        TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF
        NEW
        YORK; AND FURTHER PROVIDED,
        THAT
        NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE LAURUS FROM
        BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
        THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
        OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LAURUS.
        EACH OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
        JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
        UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
        OF
        PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
        NON CONVENIENS.
        EACH OF
        THE UNDERSIGNED HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT
        AND
        OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
        SUCH
        SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
        MAIL
        ADDRESSED TO SUCH UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE
        SO
        MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL
        RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
        POSTAGE PREPAID.

       

      15. Understanding
        With Respect to Waivers and Consents.
        Each
        Guarantor warrants and agrees that each of the waivers and consents set forth
        in
        this Guaranty is made voluntarily and unconditionally after consultation
        with
        outside legal counsel and with full knowledge of its significance and
        consequences, with the understanding that events giving rise to any defense
        or
        right waived may diminish, destroy or otherwise adversely affect rights which
        such Guarantor otherwise may have against any Company, Laurus or any other
        person or entity or against any 


      
        
          
          

        

        
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      collateral.
        If, notwithstanding the intent of the parties that the terms of this Guaranty
        shall control in any and all circumstances, any such waivers or consents
        are
        determined to be unenforceable under applicable law, such waivers and consents
        shall be effective to the maximum extent permitted by law.

       

      16. Severability.
        To the
        extent permitted by applicable law, any provision of this Guaranty which
        is
        prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
        be ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof, and any such prohibition or
        unenforceability in any jurisdiction shall not invalidate or render
        unenforceable such provision in any other jurisdiction.

       

      17. Amendments,
        Waivers.
        No
        amendment or waiver of any provision of this Guaranty nor consent to any
        departure by the undersigned therefrom shall in any event be effective unless
        the same shall be in writing executed by each of the undersigned directly
        affected by such amendment and/or waiver and Laurus.

       

      18. Notice.
        All
        notices, requests and demands to or upon the undersigned, shall be in writing
        and shall be deemed to have been duly given or made (a) when delivered, if
        by
        hand, (b) three (3) days after being sent, postage prepaid, if by
        registered or certified mail, (c) when confirmed electronically, if by
        facsimile, or (d) when delivered, if by a recognized overnight delivery service
        in each event, to the numbers and/or address set forth beneath the signature
        of
        the undersigned.

       

      19. Successors.
        Laurus
        may, from time to time, without notice to the undersigned, sell, assign,
        transfer or otherwise dispose of all or any part of the Obligations and/or
        rights under this Guaranty. Without limiting the generality of the foregoing,
        Laurus may assign, or grant participations to, one or more banks, financial
        institutions or other entities all or any part of any of the Obligations.
        In
        each such event, Laurus, its Affiliates and each and every immediate and
        successive purchaser, assignee, transferee or holder of all or any part of
        the
        Obligations shall have the right to enforce this Guaranty, by legal action
        or
        otherwise, for its own benefit as fully as if such purchaser, assignee,
        transferee or holder were herein by name specifically given such right. Laurus
        shall have an unimpaired right to enforce this Guaranty for its benefit with
        respect to that portion of the Obligations which Laurus has not disposed
        of,
        sold, assigned, or otherwise transferred.

       

      20. Joinder.
        It is
        understood and agreed that any person or entity that desires to become a
        Guarantor hereunder, or is required to execute a counterpart of this Guaranty
        after the date hereof pursuant to the requirements of any Document, shall
        become
        a Guarantor hereunder by (x) executing a joinder agreement in form and substance
        satisfactory to Laurus, (y) delivering supplements to such exhibits
        and
        annexes to such Documents as Laurus shall reasonably request and/or as may
        be
        required by such joinder agreement and (z) taking all actions as specified
        in
        this Guaranty as would have been taken by such such Guarantor had it been
        an
        original party to this Guaranty, in each case with all documents required
        above
        to be delivered to Laurus and with all documents and actions required above
        to
        be taken to the reasonable satisfaction of Laurus.

       

      21. Release.
        Nothing
        except indefeasible payment in full of the Obligations shall release any
        of the
        undersigned from liability under this Guaranty.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


       

      22. Remedies
        Not Exclusive.
        The
        remedies conferred upon Laurus in this Guaranty are intended to be in addition
        to, and not in limitation of any other remedy or remedies available to Laurus
        under applicable law or otherwise.

       

      23. Limitation
        of Obligations under this Guaranty.
        Each
        Guarantor and Laurus (by its acceptance of the benefits of this Guaranty)
        hereby
        confirms that it is its intention that this Guaranty not constitute a fraudulent
        transfer or conveyance for purposes of the Bankruptcy Code, the Uniform
        Fraudulent Conveyance Act of any similar Federal or state law. To effectuate
        the
        foregoing intention, each Guarantor and Laurus (by its acceptance of the
        benefits of this Guaranty) hereby irrevocably agrees that the Obligations
        guaranteed by such Guarantor shall be limited to such amount as will, after
        giving effect to such maximum amount and all other (contingent or otherwise)
        liabilities of such Guarantor that are relevant under such laws and after
        giving
        effect to any rights to contribution pursuant to any agreement providing
        for an
        equitable contribution among such Guarantor and the other Guarantors (including
        this Guaranty), result in the Obligations of such Guarantor under this Guaranty
        in respect of such maximum amount not constituting a fraudulent transfer
        or
        conveyance. 

       

      [REMAINDER
        OF THIS PAGE IS BLANK.

       

      SIGNATURE
        PAGE IMMEDIATELY FOLLOWS] 


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of
        the
        date and year here above written.

       

      


      
        	 	
                MAGNETECH
                  INTEGRATED SERVICES CORP.

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President
&
                CEO
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              
	 	 	 
	 	 	 
	 	
                MAGNETECH
                  INDUSTRIAL SERVICES, INC.

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              
	 	 	 
	 	 	 
	 	
                MARTELL
                  ELECTRIC, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      
        	 	
                HK
                  ENGINE COMPONENTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              
	 	 	 
	 	 
	 	
                HK
                  MACHINED PARTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              
	 	 	 
	 	 	 
	 	
                HK
                  WESTON PRODUCTS, LLC

              
	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	 	
                HK
                  CAST PRODUCTS, LLC

              
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager
	 	 	 
	 	
                Address:
                  1125 S. Walnut Street, South Bend, Indiana 46619

              
	 	
                Telephone:
                  574-234-8131

              
	 	
                Facsimile:
                  574-232-7648

              
	 	
                State
                  of Formation: Indiana

              


      

       

      


       

      


       

      


       

      12