mis_8k1130ex1010.htm


    Exhibit
      10.10

    
 

    


     

    DeWees
      Guaranty

    


    This
      Continuing Guaranty of Payment (“Guaranty”) is made and delivered this 30th day
      of November, 2007, by Bernard L. DeWees  (“DeWees”).

     

    Recitals:

     

    A.           3-D
      Service, Ltd. (“3-D”) has been engaged in the business of selling, repairing,
      remanufacturing and maintaining industrial electrical and mechanical equipment
      from its locations at 800 Nave Road SE in Massillon, Ohio, and at 870
      Crescentville Road in Cincinnati, Ohio.

     

    B.           DeWees
      has been the President of 3-D since its inception.  BDeWees, Inc., an
      Ohio corporation which is wholly owned by DeWees, has owned fifty percent (50%)
      of 3-D since its inception.

     

    C.           Pursuant
      to the 3-D Membership Interest Purchase Agreement (the “Membership Interest
      Purchase Agreement”), executed on November 30, 2007, Magnetech Industrial
      Services, Inc. (“Magnetech”) has purchased all of the Membership Interest Units
      of 3-D, including all Units owned by BDeWees, Inc.

     

    D.           Magnetech
      would not have been willing to enter into the Membership Interest Purchase
      Agreement without the agreement of DeWees to execute this Guaranty, along with
      the execution of a similar agreement by Thomas J. Embrescia
      (“Embrescia”).

     

    E.           The
      consummation by Magnetech of the transactions contemplated by the Membership
      Interest Purchase Agreement is in reliance upon the assurance of DeWees that
      he
      will comply fully with all of the terms and conditions of this
      Guaranty.

     

    NOW,
      THEREFORE, in consideration of the payments, promises and other benefits made
      to
      or conveyed to DeWees, directly or indirectly, through the Membership Interest
      Purchase Agreement, and as an inducement to Magnetech to enter into the
      Membership Interest Purchase Agreement, DeWees hereby agrees as
      follows:

     

    DeWees
      hereby promises and guarantees to Magnetech that upon failure of BDeWees, Inc.,
      to promptly and fully pay any and all Indebtedness (as defined below), DeWees,
      subject to the limitations of the Cap, hereinafter defined, shall pay all
      Indebtedness to Magnetech on demand together with all expenses of enforcing
      this
      Guaranty, including attorneys’ fees, expenses and all other costs of collection
      under this Guaranty.  This Guaranty constitutes and is an absolute,
      unconditional and continuing guarantee of payment and shall apply to each and
      every default in payment by BDeWees, Inc., which gives rise to Indebtedness.
      Subject to the limits of the Cap, it is understood that repeated and successive
      demands may be made and recoveries had hereunder.

     

    In
      this
      Guaranty, “Indebtedness” means all indebtedness and obligations of BDeWees,
      Inc., now or hereafter owing to Magnetech under Section 8.02 of the Membership
      Interest

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Purchase
      Agreement, whether such indebtedness or obligations be direct or indirect,
      absolute or contingent, or primary or secondary.

     

    The
      aggregate amount of DeWees’ guaranty obligations for any and all Indebtedness
      shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00)
      (the
“Cap”), provided that the Cap shall not apply to any Indebtedness
      related to any willful or fraudulent breach by BDeWees, Inc., of the Membership
      Interest Purchase Agreement or any document, instrument or agreement ancillary
      to the Membership Interest Purchase Agreement.

     

    The
      liability of DeWees hereunder shall be discharged and this Guaranty shall
      terminate 120 days after payment in full of the Indebtedness if within such
      120-day period no petition is filed by or against BDeWees, Inc., pursuant to
      the
      United States Bankruptcy Code, as amended from time to time, or under any
      similar law of any jurisdiction.  If such a petition is filed within
      said 120-day period, this Guaranty shall continue and shall remain in full
      force
      and effect until such time as the Indebtedness has been paid in full and is
      no
      longer subject to repayment by, or recovery from, Magnetech under any such
      law.

     

    Magnetech
      may take new, additional or substitute security for the Indebtedness without
      releasing or impairing the obligation of DeWees to Magnetech hereunder, which
      security may be taken without notice to DeWees.  The liability of
      DeWees hereunder shall not be affected or impaired by any irregularity in or
      amendment of the Membership Interest Purchase Agreement or any documents or
      instruments executed in connection therewith.  DeWees agrees that this
      instrument shall be binding on his heirs, personal representatives, successors
      and assigns to the extent that such persons receive any portion of the proceeds
      DeWees receives, directly or indirectly, from the Membership Interest Purchase
      Agreement, and that the rights and benefits of this Guaranty shall inure to
      the
      benefit of the successors and assigns of Magnetech.

     

    Magnetech
      shall have the right to apply all amounts received hereunder, in such amounts
      and in such proportions as Magnetech in its sole discretion shall determine,
      to
      the costs and expenses of enforcement and collection under this Guaranty and
      to
      the full or partial satisfaction of the Indebtedness.  Demand for
      payment under this Guaranty shall be effective upon Magnetech placing notice
      in
      the United States mail addressed to DeWees at the addresses stated below by
      first class, registered, or certified mail.

     

    This
      Guaranty shall be interpreted, construed and governed by the laws of the State
      of Ohio, without regard to conflicts of law principles.  The parties
      expressly consent to exclusive personal jurisdiction and venue in the federal
      and state courts of the State of Ohio. Wherever possible, each provision
      of this Guaranty shall be interpreted in such manner as to be effective and
      valid under applicable law, and any provision of this Guaranty prohibited or
      unenforceable under applicable law shall be ineffective only to the extent
      of
      such prohibition or unenforceability without invalidating the remaining
      provisions of this Guaranty.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    So
      Agreed
      and signed this 30th day of November, 2007.

     

     

    
      	
              Bernard
                L. DeWees

            	 
	 	 
	 	 
	/s/
              Bernard L. DeWees	 
	
              
                Bernard
                  L. DeWees

                5316
                  Hawick Street, NW

                Canton,
                  OH 44708

              

               

            	 


    

    


    


    


    


    


    
      	
              COUNTY
                OF STARK

            	
              )

            
	 	
              )SS:

            
	
              STATE
                OF OHIO

            	
              )

            


    

    


    Before
      me, the undersigned, a Notary
      Public in and for said County and State, personally appeared Bernard L. DeWees,
      who acknowledged the execution of the foregoing Instrument on the date of its
      execution set forth above.

    


    WITNESS
      my hand and Seal this 30th day of November, 2007.

     

    


    
      	 	
              My
                Commission Expires:

            	 	/s/
              Daniel G. Miller	
              ,
                Notary Public

            
	 	 	 	 	 
	 	 	 	 	
              [SEAL]

            
	 	 	 	
              Resident
                of Stark County,
                Ohio