Amendment Agreement dated October 19 2005 among Laurus Master Fund, Ltd., the
      registrant and subsidiaries of the registrant identified therein, amending
      the Security and Purchase Agreement and related agreements and instruments


    

      Exhibit
        10.12

      


       

      AGREEMENT
        

      


      This
        AGREEMENT (this “Agreement”),
        dated
        as of October 19, 2005, is entered into by and between MISCOR GROUP, LTD.
        (formally known as Magnetech Integrated Services Corp.), an Indiana corporation
        (the "Company"), each
        subsidiary of the Company set forth on Schedule A hereto (the Company and
        each
        such subsidiary of the Company, collectively, the “Credit
        Parties”
        and
        each, a “Credit
        Party”)
        and
        LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"),
        for
        the purpose of amending the terms of (x) that certain Security and Purchase
        Agreement, dated as of August 24, 2005 (as amended, modified or supplemented
        from time to time, the “Security
        Agreement”)
        by and
        among the Credit Parties and Laurus and (y) the Ancillary Agreements referred
        to
        in, and defined in, the Security Agreement (as amended, modified or supplemented
        from time to time, the “Ancillary
        Agreements”
        and
        each, an “Ancillary
        Agreement”).
        Capitalized terms used herein without definition shall have the meanings
        ascribed to such terms in the Security Agreement.

      


      WHEREAS,
        each Credit Party and Laurus have agreed to make certain modifications to
        the
        Security Agreement and the Ancillary Agreements as set forth
        herein;

      


      NOW,
        THEREFORE, in consideration of the above, and for other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto agree as follows:

      1. Notwithstanding
        anything to the contrary contained in the Security Agreement or in any Ancillary
        Agreement, (x) no Minimum Borrowing Notes shall be issued under the Security
        Agreement or any Ancillary Agreement other than the Minimum Borrowing Note
        issued on the Closing Date and (y) no principal amounts or other amounts
        shall
        be transferred from the Revolving Note to any additional Minimum Borrowing
        Note.
        The foregoing shall not limit or otherwise affect the aggregate principal
        amount
        that may be borrowed under the Revolving Note pursuant to the terms of the
        Security Agreement and Ancillary Agreements. 

      


      2. 
        The
        following amendments are hereby made to the Registration Rights Agreement
        (as
        defined in the Security Agreement):

      


      (a) In
        the
        definition of “Effectiveness”
        in
        Section 1 of the Registration Rights Agreement, the reference to “one hundred
        fifty (150) days” in clause (i) thereof shall be amended to read “one hundred
        sixty (160)” days, and the reference to “sixty (60) days” in clause (ii) thereof
        shall be amended to read “seventy (70) days”; and

      


      (b) In
        the
        definition of “Filing
        Date”
        in
        Section 1 of the Registration Rights Agreement, each reference to “sixty (60)
        days” therein shall be amended to read “seventy (70) days.”

      


      3. Each
        reference to the par value of a share of Common Stock of the Company set
        forth
        in the Security Agreement and the Ancillary Agreements shall be amended to
        mean
“no par value”, rather than a par value of $0.01.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4. Each
        agreement set forth herein shall be effective as of the date hereof following
        the execution and delivery of same by each Credit Party and Laurus.

      


      5. Except
        as
        specifically set forth in this Agreement, there are no other amendments,
        modifications or supplementations to the Security Agreement or any Ancillary
        Agreement, and all of the other forms, terms and provisions of the Security
        Agreement and the Ancillary Agreements remain in full force and
        effect.

      


      6. Each
        Credit Party hereby represents and warrants to Laurus that as of the date
        of the
        Security Agreement all representations and warranties made by such Credit
        Party
        in connection with the Security Agreement and the Ancillary Agreements were
        true, correct and complete as of that date (except that the Common Stock
        of the
        Company was no par value rather than $0.01 per share), and all of such Credit
        Parties’ covenant requirements under the Security Agreement and Ancillary
        Agreements that are required to have been met on or before the date of this
        Agreement have been met or waived in writing by Laurus. 

      


      7. This
        Agreement shall be binding upon the parties hereto and their respective
        successors and permitted assigns and shall inure to the benefit of and be
        enforceable by each of the parties hereto and its successors and permitted
        assigns. THIS
        AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE
        LAW OF THE STATE OF NEW YORK.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        an original, but all of which shall constitute one instrument. 

      


       

      [Remainder
        of page intentionally left blank]


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        each
        Credit Party and Laurus has caused this Agreement to be signed in its name
        effective as of this 19th day of October, 2005.

       

      


      


      
        	 	
                MISCOR
                  GROUP, LTD. (formally known as MAGNETECH INTEGRATED SERVICES
                  CORP.)

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President
&
                CEO


      

      


      


      
        	 	
                MAGNETECH
                  INDUSTRIAL SERVICES, INC.

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President


      

      


      


      
        	 	
                MARTELL
                  ELECTRIC, LLC

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 President


      

      


      


      
        	 	
                HK
                  ENGINE COMPONENTS, LLC

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

      


      


      
        	 	
                HK
                  MACHINED PARTS, LLC

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	 	
                HK
                  WESTON PROPERTIES, LLC

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 Johns
                A. Martell
	 	
                Title:

              	 Manager


      

      


      


      
        	 	
                HK
                  CAST PRODUCTS, LLC

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	
                Name:

              	 John
                A. Martell
	 	
                Title:

              	 Manager


      

      


      


      
        	 	
                LAURUS
                  MASTER FUND, LTD.

              
	 	 	 
	 	
                By:

              	 /s/
                David Grin
	 	
                Name:

              	 David
                Grin
	 	
                Title:

              	 Director


      

      


      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


       

      Schedule
        A

       

      Subsidiaries
        of Company

       

      


      
        	 	
                Magnetech
                  Industrial Services, Inc., an Indiana corporation

              
	 	
                Martell
                  Electric, LLC, an Indiana limited liability company

              
	 	
                HK
                  Engine Components, LLC, an Indiana limited liability
                  company

              
	 	
                HK
                  Machined Parts, LLC, an Indiana limited liability
                  company

              
	 	
                HK
                  Weston Properties, LLC, an Indiana limited liability
                  company

              
	 	
                HK
                  Cast Products, LLC, an Indiana limited liability
                  company

              


      

      
 

       

       

      5