Unassociated Document


    

      Exhibit
        10.21

      


      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 John A. Martell (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 President and Chief Executive Officer during the term of this
        Agreement. Executive agrees to perform such duties as may be assigned to
        Executive from time to time by the Board of Directors. 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 $95,060 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 four 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 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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 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;

      


      (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



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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 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 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 


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      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 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



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      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 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

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (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.

      


      4.4
         Benefits
        Received Upon Termination.

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      (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) for three (3) years, an annual amount
        equal
        to the Executive’s Base Salary in effect as of the date of termination
        multiplied by 1.9, which annual amount shall not exceed $180,000 per year
        and
        which amounts shall be paid in installments in accordance with the Company’s
        usual payroll periods for three (3) 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 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

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (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,
                  successors, heirs, distributees, devisees and legatees. If the
                  

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      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:

              	
                John
                  A. Martell

              
	 	 	
                61249
                  Howell Drive

              
	 	 	
                Cassopolis,
                  MI  49031

              


      

      


      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.

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      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 Incorporation,
        Bylaws 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.

      



      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      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/
John
                A. Martell
	 	 	 	
                John
                  A. Martell

              
	
                Its:

              	 President
&
                CEO	 	 
	 	 	 	 
	
                Date:

              	 9-21-05	 	
                Date: 
                  9-21-05

              


      

       

       

      
 

      
12