Unassociated Document


    Exhibit
      10.22

    


    Employment
      Agreement

    


    This
      Employment Agreement (“Agreement”) is effective as of the 30th day of September,
      2005 (the “Effective Date”) between Magnetech
      Integrated Services Corp.,
      an
      Indiana corporation (the “Company”), and James M. Lewis (the “Executive”).


    


    In
      consideration of the mutual covenants and agreements set forth herein, the
      parties hereto agree as follows:

     

    Article
      I

    Employment

    


    The
      Company hereby employs Executive, and Executive accepts employment with the
      Company, upon the terms and conditions herein set forth.

    


      1.1 Employment.
      The
      Company hereby employs Executive, and Executive agrees to serve, as the
      Company’s Vice President, General Counsel and Secretary during the term of this
      Agreement. Executive agrees to perform such duties as may be assigned to
      Executive from time to time by the Company’s Chief Executive Officer. Executive
      agrees to devote substantially his full business time and attention and best
      efforts to the affairs of the Company during the term of this
      Agreement.

    


      1.2
       Term.
      The
      term of employment of Executive hereunder will be for the period commencing
      on
      the effective date of this Agreement and ending on the earliest of:

    


    (a)
       December
      31, 2008 (the “Initial Term”);

    


    (b)
       The
      date
      of termination of Executive’s employment in accordance with Article IV of this
      Agreement;

    


    (c)
       The
      date
      of Executive’s voluntary retirement in accordance with the Company’s plans and
      policies; or

    


    (d)
       The
      date
      of Executive’s death or Disability (as defined below).

    


    Unless
      this Agreement is terminated pursuant to Paragraphs (b), (c) or (d) above,
      the
      term of this Agreement shall be extended automatically for successive one year
      periods, unless and until at least three (3) months written notice is given
      by
      either party requesting termination or renegotiation of this Agreement prior
      to
      the end of the Initial Term or any anniversary date thereafter.

    


    Article
      II

    Compensation

    


    2.1
       Base
      Salary.
      Effective as of the Effective Date and during the employment of Executive,
      the
      Company shall pay to the Executive a base salary at the rate of $125,000 per
      year, and thereafter at a rate determined by the Company’s Board of Directors
      (the “Base Salary”). 


    
      
        
        

      

      
        
          

        

      

      
        
        

      

    


    The
      Base
      Salary shall be payable in substantially equal bi-weekly installments, or
      otherwise consistent with the Company’s then-current payroll practices. The
      Company will deduct and withhold all necessary social security and withholding
      taxes and any other similar sums required by law (“Withholding Taxes”) from
      Executive’s Base Salary.

    


      2.2
       Profit
      Sharing, Bonuses and Other Incentive Compensation.
      Executive shall be eligible to participate in the Company’s incentive
      compensation plan or other similar plans, if any, as established and/or amended
      by the Company’s Board of Directors from time to time, subject to applicable
      eligibility requirements and other terms and conditions of any such
      plans.

    


    2.3
       Reimbursement
      of Expenses.
      The
      Executive shall be entitled to receive prompt reimbursement of all reasonable
      expenses incurred by the Executive in performing services hereunder, including
      all expenses of travel, car phone, entertainment and living expenses while
      away
      from home on business at the request of, or in the service of, the Company,
      provided that such expenses are incurred and accounted for in accordance with
      the policies and procedures established by the Company.

    


      2.4
       Automobile
      Expenses.
      The
      Company also shall provide Executive
      with
      an
      automobile for business use in accordance with the automobile policies adopted
      by the Company from time to time.

    


    2.5
       Benefits.
      The
      Executive shall be entitled to participate in and be covered by all health
      insurance, retirement, disability insurance, physical exam and other employee
      plans and benefits as established or amended by the Company from time to time
      (collectively referred to herein as the “Company Benefit Plans”) on the same
      terms as are generally applicable to other senior executives of the Company,
      subject to meeting applicable eligibility requirements.

    


    2.6
       Vacations
      and Holidays.
      During
      Executive’s employment with the Company and in accordance with the Company’s
      vacation policies applicable to senior executives, Executive shall be entitled
      to an annual vacation leave at full pay, such vacation to be two weeks in each
      year of the term hereof or such greater vacation benefits as may be provided
      for
      by the applicable Company policies. Executive shall be entitled to such holidays
      as are established by the Company for all employees.

    


    2.7
       Short-term
      Disability.
      During
      Executive’s employment with the Company, Executive shall be provided with
      short-term disability coverage for a period of up to 6 months at 60% of base
      salary. 

    


    Article
      III

    Non-Competition,
      Confidentiality and Nondisclosure

    


    3.1
       Confidentiality.
      Executive acknowledges that he will be employed in a position of trust and
      confidence with respect to the Company. In particular, the Company and Executive
      recognize that to provide a high quality of products and services to the
      Company’s customers, which benefits both the Company and Executive economically,
      the Company will need to reveal to Executive valuable Confidential Information
      (defined below) known and used by the 


    
      
        
        

      

      
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    Company
      and its subsidiaries, affiliates and customers. Executive will not during
      Executive’s employment by the Company or thereafter at any time disclose,
      directly or indirectly, to any person or entity or use for Executive’s own
      benefit any trade secrets or confidential information relating to the Company’s,
      or any of the Company’s subsidiaries’ or affiliates’, business operations,
      marketing data, business plans, strategies, employees, negotiations and
      contracts with other companies, or any other subject matter pertaining to the
      business of the Company or any of its clients, customers, consultants,
      licensees, subsidiaries or affiliates, known, learned, or acquired by Executive
      during the period of Executive’s employment by the Company (collectively
“Confidential Information”), except as may be necessary in the ordinary course
      of performing Executive’s particular duties as an employee of the
      Company.

    


    3.2
       Return
      of Confidential Material.
      Executive shall promptly deliver to the Company on termination of Executive’s
      employment with the Company, whether or not for cause and whatever the reason,
      or at any time the Company may so request, all memoranda, notes, records,
      reports, manuals, drawings, blueprints, and any other documents of a
      confidential nature belonging to the Company or its subsidiaries or affiliates,
      including all copies of such materials which Executive may then possess or
      have
      under Executive’s control. Upon termination of Executive’s employment by the
      Company, Executive shall not take any document, data, or other material of
      any
      nature containing or pertaining to the proprietary information of the Company
      or
      its subsidiaries or affiliates.

    


    3.3
       Restrictive
      Covenants.
      To
      reduce the cost to the Company of monitoring and enforcing the compliance of
      Executive with the confidentiality obligations contained in Section 3.1 of
      this
      Agreement, Executive agrees that he will not, so long as he is employed by
      the
      Company and, in the case of Section 3.3(b), (c) and (d), for the longer of
      (i) a
      period of one (1) year from and after the date of termination of his employment,
      or (ii) the period during which Executive receives any compensation from the
      Company under the terms of Section 4.4(b) (the “Restricted Period”):


    


    (a) directly
      or indirectly own an interest in, manage, operate, join, control, lend money
      or
      render financial assistance to, as an officer, employee, partner, stockholder,
      consultant or otherwise, any individual, partnership, firm, corporation or
      other
      business organization or entity that, at such time directly competes with,
      or
      intends to compete with, the Company or any of its subsidiaries or affiliates
      in
      the business of motor repair, magnet manufacture and repair, preventive
      maintenance and electrical contracting, or any other principal line of business
      engaged in by the Company or any of its subsidiaries or affiliates at the time
      of such termination (a “Competing Company”); Nothwithstanding the foregoing,
      Executive shall be entitled to own securities of any entity if such securities
      are registered under Section 12(b) or (g) of the Securities Exchange Act of
      1934, as amended, and, upon approval of the Company’s Board of Directors,
      Executive shall be entitled to purchase securities of a Competing Company entity
      if such securities are offered to investors irrespective of any employment
      or
      other participation in the entity by the investor; and, further, nothing
      contained in this Section 3.3(a) shall restrict Executive’s right to practice
      law after termination of his relationship with Company, which would otherwise
      violate Indiana Rule of Professional Conduct 5.6;

    



    
      
        
        

      

      
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    (b) directly
      or indirectly, either for Executive or for any other person or entity, solicit
      any person or entity to terminate such person’s or entity’s contractual and/or
      business relationship with the Company or any of its subsidiaries or affiliates,
      nor shall Executive interfere with or disrupt or attempt to interfere with
      or
      disrupt any such relationship; 

    


    (c) engage
      for the benefit of himself or any other person or entity, in any activity of
      employment in the performance of which it could be reasonably anticipated that
      he would be required or expected to use or disclose Confidential Information
      obtained while an employee of the Company; or

    


    (d) directly
      or indirectly solicit any of the Company’s employees, agents, or independent
      contractors to leave the employ of the Company for a Competing
      Company.

    


    In
      the
      event of a violation by Executive of the provisions of Section 3.3(b), (c)
      or
      (d) following termination of employment, Executive hereby forfeits any amount
      due and owing Executive under the terms of Section 4.4(b), if any, and such
      forfeiture shall be in addition to all other rights and remedies that the
      Company may have under this Agreement, at law or in equity, as a result of
      any
      such violation.

    


    3.4 Intellectual
      Property.
      

    


    (a) Disclosure.
      During
      the term of this Agreement and during the one year period after termination
      of
      Executive’s employment hereunder, Executive shall promptly and fully disclose to
      the Company all computer programs, documenta-tion, software, and other
      copyrightable works (“copyrightable works”), and all discoveries, improvements,
      and inventions (“inventions”) conceived, reduced to practice, or made by
      Executive, whether solely or jointly with others, which: (i) relate in any
      manner to the business or activities of Company and any of its subsidiaries
      or
      affiliates; or (ii) are suggested or result from any work performed or duties
      assigned to Executive on behalf of Company or any of its subsidiaries or
      affiliates; or (iii) are made or conceived of through the use of Company’s, or
      any of its subsidiaries’ or affiliates’, facilities or resources or using any
      Confidential Information; or (iv) otherwise arise during the course of
      Executive’s employment with Company (collectively, “Intellectual Property”);
      except that the term “Intellectual Property” shall not include any copyrightable
      works or inventions which Executive proves to have been conceived and made
      by
      him either before or after termination of his employment with Company and not
      based upon any Confidential Information. This disclosure requirement will apply
      whether or not such Intellectual Property is patentable or copyrightable and
      whether or not made or conceived solely by Executive or in conjunction with
      another person. This disclosure requirement will also apply regardless of
      whether any Intellectual Property is made during or after Executive’s working
      hours or made at or away from his usual place of employment.

    


    (b) Ownership.
      All
      Intellectual Property shall be the exclusive property of the Company, and
      Executive hereby irrevocably assigns to the Company any and all of his rights,
      title and interest in and to any and all such Intellectual Property. Without
      limiting 


    
      
        
        

      

      
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    the
      generality of the foregoing, all Intellectual Property which constitutes
      copyrightable works shall be considered works made for hire for the benefit
      of
      the Company. If any such work shall be deemed not to be a work made for hire,
      or
      if Executive should otherwise by operation of law be deemed to retain any rights
      to any such work, Executive hereby irrevocably assigns all of his rights, title
      and interest in and to such work to the Company.

    


    (c) Assistance.
      Executive agrees to fully cooperate with and assist the Company in the
      preparation and prosecution of patent applications and copyright registration
      applications relating to any Intellectual Property, without further
      compensation. Executive further agrees to execute any further documents which
      may be lawful, necessary or proper to memorialize or secure the exclusive title
      for such Intellectual Property in the Company, without further compensation
      to
      Executive. If Executive fails to sign and deliver to the Company (or its agents
      or attorneys) any document requested by the Company (or its agents or attorneys)
      to evidence the Company’s sole ownership of any Intellectual Property within
      fifteen (15) days after the Company’s delivery of any such document to Executive
      with a request that Executive sign or deliver same, then Executive agrees that
      the President of the Company or a person designated by the Board of Directors
      of
      the Company (the “Company’s Representative”) may sign any and all of such
      documents in Executive’s name and on his behalf. Accordingly, Executive hereby
      makes, constitutes and irrevocably appoints Company’s Representative as
      Executive’s agent and attorney-in-fact, said power of attorney being coupled
      with an interest, and authorizes Company’s Representative in Executive’s name,
      place and stead to execute on Executive’s behalf each and all of such
      documents.

    


    3.5 Reasonableness
      of Covenants.
      The
      parties acknowledge and agree that the temporal and other limitations contained
      in this Article III are reasonable and necessary for the proper protection
      of
      the Company. Executive further acknowledges that, in the event of the
      termination of his employment with the Company, his skills and experience are
      such that he can obtain employment without soliciting the Company’s customers or
      engaging in activity forbidden by this Agreement and that the enforcement of
      a
      remedy by way of injunction will not prevent him from earning a livelihood.
      In
      the event, however, a court determines that any of the terms, provisions, or
      covenants contained in this Article III are unreasonable, a court may limit
      the
      application of any such term, provision or covenant, or modify any such term,
      provision or covenant and proceed to enforce this Article III as so limited
      or
      modified.

    


      3.6
       Right
      to Injunctive and Equitable Relief.
      Executive acknowledges that the Company’s remedy at law for any breach of
      Executive’s obligations under this Article III would be inadequate and
      specifically agrees that the Company may be entitled to injunctive relief
      against him, in addition to any other remedies available at law or in equity,
      including compensatory damages incurred by the Company as a result of such
      violation and including costs, expenses and reasonable attorneys’ fees and the
      right to set off in enforcing any of its rights under this Article III. Should
      any party hereto resort to legal proceedings in connection with the enforcement
      of the terms of this Article III, the party prevailing in such legal proceedings
      pursuant to an adjudication by the court shall be entitled, in addition to
      such
      other relief as may be granted, to recover its/his or their reasonable costs
      and
      expenses (including 


    
      
        
        

      

      
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    reasonable
      fees of attorneys, accountants and others) incurred in connection with the
      defense or prosecution, as the case may be, of such legal proceedings from
      the
      non-prevailing party. Furthermore, the obligations of Executive and the rights
      and remedies of the Company under this Article III are cumulative and in
      addition to, and not in lieu of, any obligations, rights, or remedies created
      by
      applicable law relating to misappropriation or theft of trade secrets or
      confidential information.

    


      3.7
       No
      Violation of Other Agreements.
      Executive represents that his performance of all the terms of this Agreement
      and
      as an employee of the Company does not and will not breach any agreement to
      (i)
      not compete or interfere with the business of a former employer (which term
      for
      purposes of this Section 3.7 shall also include persons, firms, corporations
      and
      other entities for which Executive has acted as an independent contractor or
      consultant), (ii) not solicit employees, customers or vendors of any former
      employer or (iii) keep in confidence proprietary information acquired by
      Executive in confidence or in trust prior to Executive’s employment with the
      Company. Executive represents and warrants to and covenants with the Company
      that Executive will not bring to the Company any materials or documents of
      a
      former employer containing confidential or proprietary information that is
      not
      generally available to the public, unless Executive shall have obtained express
      written authorization from any such former employer for their possession and
      use. Executive hereby
      agrees to indemnify, defend and hold harmless the Company (including its
      officers, directors, employees and agents) from and against any loss, claim,
      liability, damages, cost or expense, including reasonable attorneys’ fees,
      incurred or suffered by the Company which arise out of or relate to any
      inaccuracy or breach of the representations and warranties contained in this
      Section.

    


    Article
      IV

    Termination

    


    4.1
       Definitions.
      For
      purposes of this Article IV, the following definitions shall apply to the terms
      set forth below:

    


    (a)
       Cause.
“Cause”
      shall be defined as follows:

    


    (i)
       Executive’s
      conviction of any felony (whether or not involving the Company) which
      constitutes a crime of moral turpitude or which is punishable by imprisonment
      in
      a state or federal correction facility;

    


    (ii) Actions
      by Executive during the term of this Agreement involving willful malfeasance
      or
      gross negligence;

    


    (iii)
       Executive’s
      commission of an act of fraud or dishonesty, whether prior or subsequent to
      the
      date hereof, upon the Company,

    


    (iv)
       Executive’s
      material breach of the terms and conditions of this Agreement; provided that
      termination of Executive’s employment pursuant to this subparagraph (iv) shall
      not constitute valid termination for “Cause” unless Executive shall have first
      received written notice from the Company stating the 


    
      
        
        

      

      
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    nature
      of
      the material breach, failure or refusal and affording Executive at least ten
      (10) days to correct the act or omission complained of to the satisfaction
      of
      the Company’s Board of Directors; or

    


    (v) Executive’s
      willful violation of any reasonable rule or regulation applicable to all senior
      executives if such violation is not cured to the satisfaction of the Company
      promptly following notice to Executive.

    


    (b)
       Disability.
      “Disability” shall mean a physical or mental incapacity as a result of which the
      Executive becomes unable to continue the proper performance of his duties
      hereunder in substantially a full time capacity (reasonable absences because
      of
      medical reasons for up to six (6) consecutive months excepted, provided,
      however, that any new period of incapacity or absences shall be deemed to be
      part of a prior period of incapacity or absences if the prior period terminated
      within ninety (90) days of the beginning of the new period of incapacity or
      absence and the new incapacity or absence is determined by the Company, in
      good
      faith, to be related to the prior incapacity or absence.) A determination of
      Disability shall be subject to the certification of a qualified medical doctor
      agreed to by the Company and the Executive or, in the event of the Executive’s
      incapacity to designate a doctor, the Executive’s legal representative. In the
      absence of agreement between the Company and the Executive, each party shall
      nominate a qualified medical doctor and the two doctors so nominated shall
      select a third doctor, who shall make the determination as to
      Disability.

    


    (c) Good
      Reason.
“Good
      Reason” shall mean: (i) the failure of the Company to pay any amount due to
      Executive hereunder, which failure persists for fifteen (15) days after written
      notice of such failure has been received by the Company; (ii) any material
      reduction in Executive’s title or a material reduction in Executive’s duties or
      responsibilities (unless such reduction is for Cause); (iii) any material
      adverse change in Executive’s Base Salary (unless such reduction is for Cause)
      and any material adverse change in Executive’s benefits (other than changes that
      affect other management employees of the Company to the same or comparable
      extent); (iv) any relocation of the premises at which Executive works to a
      location more than 25 miles from such location, without Executive’s consent; or
      (v) the Company’s material breach of this Agreement, which breach has not been
      cured by the Company within fifteen (15) days after receipt of written notice
      specifying, in reasonable detail, the nature of such breach or failure from
      Executive.

    


    4.2
       Termination
      by Company.
      The
      Company may terminate the Executive’s employment hereunder effective immediately
      for Cause. Subject to the other provisions contained in this Agreement, the
      Company may terminate this Agreement for any reason other than Cause upon 30
      days’ written notice to Executive.

    


    4.3
       Termination
      by Executive.
      Executive may terminate this Agreement effective immediately for Good Reason.
      Subject to the other provisions contained in this Agreement, Executive may
      terminate this Agreement without Good Reason upon 30 days’ written notice to the
      Company.

    


    



    
      
        
        

      

      
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    4.4
       Benefits
      Received Upon Termination.

    


    (a)
       If
      the
      Executive’s employment is terminated as a result of Executive’s death or
      Disability, by the Company for Cause, or by Executive without Good Reason,
      then
      the Company shall pay the Executive his Base Salary through the effective date
      of such termination plus credit for any vacation earned but not taken and the
      Company shall thereafter have no further obligations to Executive under this
      Agreement; provided, however, that the Company will continue to honor any
      obligations that may have vested or accrued under the existing Company Benefit
      Plans or any other Agreements or arrangements applicable to the
      Executive.

    


    (b)
       If
      the
      Executive’s employment is terminated by the Company without Cause,
      or if
      this
      Agreement is terminated by Executive for Good Reason,
      then
      the
      Company shall:

    


    (i)
       pay
      to
      the Executive within two business days following the date of termination his
      Base Salary through the end of the month during which such termination occurs
      plus credit for any vacation earned but not taken;

    


    (ii)
       pay
      to
      the Executive as severance pay: (1) an amount equal to the Executive’s annual
      Base Salary in effect as of the date of termination, which amount shall be
      paid
      in installments in accordance with the Company’s usual payroll periods for two
      (2) years, plus (2) an amount equal to the most recent annual profit sharing
      and/or incentive bonus received by the Executive from the Company, prorated
      for
      the portion of the current year for which the Executive was employed, or, if
      more, the amount which would be due under the profit sharing and/or incentive
      bonus plans applicable to Executive for the then current year calculated as
      of
      the effective date of termination; such amount to be reduced by any payment
      previously received for and during the current year as part of the profit
      sharing and/or incentive bonus plans and such payment to be made in
      substantially equal installments in accordance with the Company’s usual payroll
      periods over such time period as Executive receives Base Salary severance
      payments hereunder;

    


    (iii)
       maintain,
      at the Company’s expense, in full force and effect, for the Executive’s
      continued benefit for one year, all Company medical insurance and reimbursement
      plans and other programs or arrangements in which the Executive was entitled
      to
      participate immediately prior to the date of termination, provided that the
      Executive’s continued participation is possible under the general terms and
      provisions of such plans and programs. In the event that the Executive’s
      participation in any such plan or program is barred, the Company shall arrange
      to provide the Executive with medical benefits substantially similar to those
      which the Executive was entitled to receive under such plans or programs;
      and

    



    
      
        
        

      

      
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    (iv)
       pay,
      for
      the benefit of Executive, all costs, up to a maximum of $10,000, related to
      Executive’s participation in a senior executive outplacement program at an
      outplacement firm.

    


    (c)
       In
      the
      event of Executive’s Disability, Executive acknowledges that his employment will
      be automatically terminated effective immediately upon the determination of
      Disability; provided that, during the period of the disability prior to such
      termination of employment, Executive shall continue to receive all compensation
      and benefits as if he were actively employed less any sums received directly
      by
      the Executive, if any, under any policy or policies of disability income
      insurance purchased by the Company. In the event of such termination,
      Executive’s rights to receive any salary or payments under this Agreement shall
      terminate but Executive shall have the right to continue to receive any and
      all
      payments made by an insurance company under any and all policies of disability
      insurance purchased by the Company. Executive’s rights under any Company Benefit
      Plans will be those rights accorded to any terminated employee under the plan
      provisions and applicable law. Executive will remain entitled to receive any
      benefits under state disability or worker’s compensation laws.

    


    (d) The
      Company will deduct and withhold all necessary Withholding Taxes from
      Executive’s benefits provided hereunder.

    


    4.5
      Effect
      of Termination.
      Upon
      any termination of this Agreement, for any reason, Executive shall be deemed
      to
      have immediately resigned as a director of the Company and all subsidiaries,
      if
      applicable, without the giving of any notice or the taking of any other
      action. 

    


    Article
      V

    Assumption
      of Obligations by Successor to Company

    


    5.1
       Assumption
      of Obligations.
      The
      Company will require any successor or assign (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of the Company to expressly, absolutely and
      unconditionally assume and agree to perform this Agreement in the same manner
      and to the same extent that the Company would be required to perform it if
      no
      such succession or assignment had taken place. Any failure of the Company to
      obtain such agreement prior to the effectiveness of any such succession or
      assignment shall be a material breach of this Agreement. As used in this
      Agreement, “Company” shall mean the Company as herein before defined and any
      successor or assign to its business and/or assets as aforesaid which executes
      and delivers the agreement provided for in this Article V or which otherwise
      becomes bound by all the terms and provisions of this Agreement by operation
      of
      law. If at any time during the term of this Agreement the Executive is employed
      by any corporation a majority of the voting securities of which is then owned
      by
      the Company, “Company” as used in this Agreement shall in addition include such
      employer.

    


    5.2
       Beneficial
      Interests.
      This
      Agreement shall inure to the benefit of and be enforceable by the Executive’s
      personal and legal representatives, executors, administrators, 


    
      
        
        

      

      
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    successors,
      heirs, distributees, devisees and legatees. If the Executive should die while
      any amounts are still payable to him or her hereunder, all such amounts, unless
      otherwise provided herein, shall be paid in accordance with the terms of this
      Agreement to the Executive’s devisee, legatee, or other designee or, if there be
      no such designee, to the Executive’s estate.

    


    Article
      VI

    General
      Provisions

    


    6.1
       Notice.
      For
      purposes of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by United States registered mail, return receipt
      requested, postage prepaid, as follows:

    


    


    
      	 	
              If
                to the Company:

            	
              Magnetech
                Integrated Services Corp.

            
	 	 	
              1125
                S. Walnut St.

            
	 	 	
              South
                Bend, IN 46619

            
	 	 	
              Attn:
                President

            
	 	 	 
	 	
              If
                to the Executive:

            	
              James
                M. Lewis

            
	 	 	
              633
                North Coquillard Dr.

            
	 	 	
              South
                Bend, Indiana 46617

            


    

    


    or
      such
      other address as either party may have furnished to the other in writing in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    6.2
       No
      Waivers.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the
      Executive and the Company. No waiver by either party hereto at any time of
      any
      breach by the other party hereto of, or compliance with, any condition or
      provision of this Agreement to be performed by such other party shall be deemed
      a waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time.

    


    6.3
       Governing
      Law; Forum.
      This
      Agreement and the obligations of the parties hereto shall be construed,
      interpreted and enforced in accordance with the laws of the State of Indiana,
      without regard to conflicts of law principles.
      The
      parties consent to exclusive personal jurisdiction of Federal and State courts
      in the Northern District of Indiana with respect to any disputes or
      controversies arising out of or relating to this Agreement.

    


    6.4
       Severability
      or Partial Invalidity.
      The
      invalidity or unenforceability of any provisions of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


    6.5
       Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

    



    
      
        
        

      

      
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    6.6
       Legal
      Fees and Expenses.
      Should
      any party institute any action or proceeding to enforce this Agreement or any
      provision hereof, or for damages by reason of any alleged breach of this
      Agreement or of any provision hereof, or for a declaration of rights hereunder,
      the prevailing party in any such action or proceeding shall be entitled to
      receive from the other party all costs and expenses, including reasonable
      attorneys’ fees, incurred by the prevailing party in connection with such action
      or proceeding.

    


    6.7
       Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the parties and supersedes all
      prior written or oral and all contemporaneous oral agreements, understandings,
      and negotiations between the parties with respect to the subject matter hereof.
      This Agreement is intended by the parties as the final expression of their
      agreement with respect to such terms as are included in this Agreement and
      may
      not be contradicted by evidence of any prior or contemporaneous agreement.
      The
      parties further intend that this Agreement constitutes the complete and
      exclusive statement of its terms and that no extrinsic evidence may be
      introduced in any judicial proceeding involving this Agreement.

    


    6.8
       Assignment.
      This
      Agreement and the rights, duties, and obligations hereunder may not be assigned
      or delegated by any party without the prior written consent of the other party
      and any such attempted assignment and delegation shall be void and be of no
      effect. Notwithstanding the foregoing provisions of this Section 6.8, the
      Company may assign or delegate its rights, duties, and obligations hereunder
      to
      any person or entity which succeeds to all or substantially all of the business
      of the Company through merger, consolidation, reorganization, or other business
      combination or by acquisition of all or substantially all of the assets of
      the
      Company; provided that such person assumes the Company’s obligations under this
      Agreement in accordance with Section 5.1.

    


    6.9
       Indemnification.
      To the
      extent permitted by law, applicable statutes and the Articles of Organization,
      Operating Agreement or resolutions of the Company in effect from time to time,
      the Company shall indemnify Executive against liability or loss arising out
      of
      Executive’s actual or asserted misfeasance or nonfeasance in the performance of
      Executive’s duties or out of any actual or asserted wrongful act against, or by,
      the Company including but not limited to judgments, fines, settlements and
      expenses incurred in the defense of actions, proceedings and appeals therefrom.
      The Company shall endeavor to obtain Directors and Officers Liability Insurance
      to indemnify and insure the Company and Executive from and against the aforesaid
      liabilities. The provisions of this paragraph shall apply to the estate,
      executor, administrator, heirs, legatees or devisees of Executive.

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    


    


    
      	
              “Company”

            	 	
              “Executive”

            
	
              Magnetech
                Integrated Services Corp.

            	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	 /s/
John
              A. Martell	 	 /s/
              James M. Lewis
	 	 	 	
              James
                M. Lewis

            
	
              Its:

            	 President
&
              CEO	 	 
	 	 	 	 
	
              Date:

            	 9-21-05	 	
              Date:
                Setp. 19, 2005

            


    

    


    


    


    


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