mis_8k1130ex103.htm


    Exhibit
      10.3

    
 

    LEASE

    


    


    BETWEEN

    


    


    3D3E
      LTD.

    


    


    LANDLORD

    


    


    AND

    


    


    3-D
      SERVICE, LTD.

    


    


    TENANT

    


    


    AND

    


    


    GUARANTY
      OF

    


    


    MISCOR
      GROUP, LTD.

    


    


    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    LEASE

    


    


    THIS
      LEASE, made and entered into at
      Massillon, Ohio, this 30th day of
      November
      2007, by and between the 3D3E LTD., an Ohio Limited Liability Company,
      ("Landlord") and 3-D SERVICE, LTD, an Ohio Corporation ("Tenant").

    


    


    


    ARTICLE
      1

    DEMISED
      PREMISES

    


    In
      consideration of the rents and
      covenants herein stipulated to be paid and performed, Landlord hereby lets
      and
      leases unto Tenant, subject to the terms, covenants and conditions hereinafter
      specified, a certain 9.727 acre tract of real estate with an approximately
      65,000 sq/ft. facility and an approximately a 20,000 sq/ft warehouse located
      thereon, situated in the City of Massillon, County of Stark and State of Ohio
      and having a street address of 800 Nave Road SE, Massillon, Ohio, 44646, as
      further described in Exhibit "A" attached hereto together with all improvements
      located thereon (the “Premises”).

    


    


    


    ARTICLE
      2

    CONDITION
      OF PREMISES AND LANDLORD'S WORK

    


    The
      Premises are leased and let subject
      to any state of facts which a physical inspection thereof might disclose and
      subject to all zoning regulations, restrictions, rules and ordinances, building
      restrictions and other Federal, State, or local laws and regulations, now or
      hereafter in effect, and, with respect to all structures and improvements
      located on or constituting part of the Premises, in their condition as of the
      date of this Agreement and without representation or warranty of any
      kind.

    


    


    


    ARTICLE
      3

    TERM

    


    3.1           The
      term of this lease shall be for a period of Ten (10) years commencing on the
      date of the Execution of this Agreement and continuing until the 30th day of
      November,
      2017, at which date this Lease shall terminate, subject to the conditions and
      requirements set forth herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      4

    RENT
      AND
      ADDITIONAL PAYMENTS

    


    4.1           Tenant
      shall pay Fixed Rent to Landlord without any demand therefore and without any
      deduction or setoff whatsoever, in the manner, at the times and in accordance
      with the following provisions of this Article 4.

    


    4.2           Tenant
      shall pay to Landlord as Fixed Rent, for that portion of the term of this Lease
      commencing upon the execution of this Agreement and continuing for three (3)
      years thereafter, the amount of $45,000.00 per month, payable on the first
      day
      of each month, commencing on the execution of this Agreement and continuing
      on
      the same day of each calendar month thereafter.  Commencing on the
      30th day of
      November, 2010, and on each third anniversary thereafter while the lease
      continues to be in effect (a “Rent Reset Date”), including any renewal terms
      hereof, the Fixed Rent shall be increased for the ensuing three (3) year period
      by the percentage increase of the CPI as of the Rent Reset Date over the CPI
      as
      of the next most recent preceding Rent Reset Date.  For purposes
      hereof, September 1, 2007, shall be considered the initial Rent Reset
      Date.  As used herein, the letters CPI mean United States Department
      of Labor, Bureau of Labor Statistics, Revised Consumer Price Index, all urban
      consumers, U.S. city average, all items (1982–1984 equals 100), or, in the event
      such index is not published at a time when its publication is called for hereto,
      then the most nearly equivalent index then being published by the Federal
      Government or other authoritative compiler of such statistics, and in general
      use in northeastern Ohio.  Notwithstanding anything herein to the
      contrary, in no event shall Fixed Rent decrease at the time Fixed Rent is
      adjusted on the Rent Reset Date pursuant to a change in the CPI.

    


    The
      monthly installments of Fixed Rent
      shall be paid on or before the tenth (10) day of each calendar month during
      the
      term hereof in advance (except that the monthly installment for the first full
      calendar month shall be paid upon the execution hereof.)  A pro rata
      monthly installment of Fixed Rent shall be due upon the execution of this
      Agreement if the first month of the Term is a day other than the first day
      of a
      calendar month.  A pro rata monthly installment of Fixed Rate shall
      also be due on the first day of the last calendar month of the Term to cover
      rent for the last month of the term if the Term for any reason terminates on
      a
      day other than the last day of a calendar month.  The pro rata Fixed
      Rent calculation shall be based on a thirty (30) day month.

    


    


    4.3  In
      addition to the Fixed Rent, Tenant shall pay to Landlord interest at the rate
      of
      twelve percent (12%) per annum (or such lesser rate of interest as may be the
      maximum permitted by applicable law) on all overdue installments of Fixed
      Rent.

     

    4.4  In
      addition to the Fixed Rent, Tenant shall pay to Landlord additional payments
      (the "Additional Payments") payable upon demand from Landlord and consisting
      of
      all other sums, liabilities and obligations which Tenant has agreed or is
      required to pay or discharge pursuant to this Lease including, but not by way
      of
      limitation, interest at the rate of twelve percent (12%) per annum (or such
      lesser rate of interest as may be the maximum permitted by applicable law)
      on
      all overdue amounts of Additional Payments.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    4.5           The
      term "Lease Year" as used in this Lease means each successive twelve (12) month
      period during the term hereof, with the first Lease Year beginning on the first
      day of the first full calendar month of the term hereof and ending on the last
      day of the twelfth (12th) month thereafter.

    


    4.6           All
      Fixed Rent and Additional Payments due Landlord hereunder shall be paid in
      lawful money of the United States of America at Landlord's address as set forth
      below or at such other place or to such other person as Landlord from time
      to
      time may designate in writing.

    


    ARTICLE
      5

    SECURITY
      DEPOSIT

    


    5.           Upon
      execution of this Lease, Tenant shall furnish Landlord the sum of Forty-Five
      Thousand and 00/100 Dollars ($45,000) to be held as a security deposit (the
      “Security Deposit”) to insure the faithful performance of Tenant’s obligations
      stated herein.  The Security Deposit shall be deposited in an
      interest-bearing account held for the benefit of Tenant to the extent not
      forfeited by Tenant under the terms of this Lease.  In the event that
      Tenant is in default for failure to make timely payments of Fixed Rent under
      this Lease more than two (2) times within any twelve-month period, irrespective
      of whether or not such defaults are cured, then, without limiting Landlord's
      other rights and remedies provided for in this Lease or at law or in equity,
      the
      Security Deposit shall automatically be increased by an amount equal to the
      greater of (i)  two (2) times the original Security Deposit,  or 
(ii)  two (2) months' Minimum Rent, which shall be paid by Tenant to
      Landlord within fifteen (15) business days of Tenant’s receipt of a written
      demand from Landlord for the same.

    


    


    ARTICLE
      6

    OPTION
      TO
      RENEW

    


    6.1           Tenant
      shall have the right and option to renew the term of this Lease for Three (3)
      consecutive periods of Five (5) years each (the "First Option"), (the “Second
      Option”), and (the “Third Option”) from the date of the expiration of the
      original term of this Lease or the First Option or the Second Option whichever
      the case may be, provided that this Lease shall not have been sooner terminated
      pursuant to the terms hereof.  To be effective, the option to renew
      must be exercised by Tenant by notice delivered to Landlord or mailed to
      Landlord by certified mail, postage prepaid and return receipt requested at
      least six (6) months prior to the expiration of the original term or the First
      Option or the Second Option, whichever the case may be of Tenant’s decision to
      renew this Lease.  During the First Option, the Second Option, or the
      Third Option of this Lease the rights and obligations of Landlord and Tenant
      shall be governed by the same terms, covenants and conditions applicable to
      the
      original term except only that (i) no further option to renew shall apply after
      the Third Option, (ii) the Fixed Rent during the First Option, the Second
      Option, and the Third Option shall be increased in accordance with the schedule
      above in Section 4.2.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    6.2           The
      right of Tenant to renew the term of this Lease shall be subject to the
      condition that, both at the time of exercise of the right and at the
      commencement of the First Option, the Second Option, and the Third Option,
      whichever the case may be, Tenant shall not remain in material default of any
      of
      its obligations under this Lease after receipt of written notice and time to
      cure, if any, as required herein.  In the event that Tenant does not
      exercise its right to renew the term of this Lease as provided in this Article,
      then Landlord shall have the right during the remainder of the original term
      of
      this lease or respective option periods, which ever the case may be, to
      advertise the availability of the Premises for reletting, to erect upon the
      Premises signs indicating such availability, and to enter upon and show the
      Premises to prospective tenants at reasonable times and after twenty-four (24)
      hours’ notice to Tenant of such showing.

    


    


    ARTICLE
      7

    TAXES
      AND
      INSURANCE PREMIUMS

    


    7.1           Tenant
      shall pay (i) the real estate taxes levied against the land and building of
      which the Premises are a part for the period of time constituting the Lease
      Term
      and any options exercised by Tenant thereafter, (ii) the insurance premiums
      for
      fire and extended coverage insurance relating to the Premises, and (iii) the
      public liability insurance premiums relating to the Premises.

    


    DEFINITIONS

    


    7.2           As
      used herein, the term "real estate taxes" shall include any tax excise or
      assessment (other than an income or franchise tax) levied, assessed or imposed
      upon or against the rentals or other charges payable by Tenant hereunder, either
      as substitution for or in addition to any existing taxes on land and building
      or
      otherwise resulting from Tenant's use and occupancy of the Premises for the
      Period of time constituting the Lease Term and any option periods exercised
      by
      Tenant thereafter.

    


    PAYMENT

    


    7.3           The
      Additional Payments due under Sections 7.1 and 7.2 shall be paid, in each case,
      without any deduction or setoff whatsoever, within thirty (30) days after being
      billed therefore.

    


    


    


    PARTIAL
      YEARS

    


    7.4           All
      payments due hereunder shall be pro-rated with respect to any partial years
      at
      the commencement, expiration or termination of the term of this
      Lease.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      8

    REPAIR
      AND MAINTENANCE TO THE PREMISES

    


    8.1           Landlord
      shall, at its expense, perform any necessary maintenance, repair or replacement
      of the roof and structure of the building on the Leased
      Premises.  “Structure” shall mean that portion of the building which
      is integral to the integrity of the building as an existing enclosed unit and
      shall, in any event, include footings, foundation, outside walls (except
      tuckpointing, which shall be the responsibility of Tenant), skeleton, bearing
      columns and interior bearing walls, roof and roofing system.  Tenant
      shall promptly notify Landlord of any necessary maintenance, repair or
      replacement of the roof and structure of the building on the Leased Premises
      of
      which Tenant becomes aware.  Notwithstanding the foregoing, if any
      damage to the roof or structural members of the Building is caused by or results
      from any act or omission or negligence of Tenant, its agents, employees,
      contractors, customers and invitees, then Tenant shall reimburse Landlord for
      Landlord’s costs and expenses incurred for repairs or replacements made pursuant
      to this Article, within fifteen (15) days after Landlord bills Tenant for such
      charges.

     

    8.2           Except
      as provided in Article 8.1, Tenant shall, at its sole expense, keep and maintain
      the entire Premises and all improvements therein (including, without limitation,
      all glass, windows, doors, permitted exterior signs and lights, parking lot,
      entranceways, driveways, the exterior canopy lights, foundations, roof, walls,
      plumbing, electrical, heating, ventilating, air conditioning and sewage
      equipment and facilities, interior non-load bearing walls, floors and ceiling
      tiles and all items installed by Tenant) in good condition and repair, including
      replacements if necessary.  If Tenant refuses or neglects to repair
      and maintain the Premises as provided herein, then Landlord may (but shall
      not
      be obligated to), fifteen (15) or more days after Landlord shall have delivered
      to Tenant notice of such failure, make such repairs without liability to Tenant
      for any loss or damage that may be incurred to Tenant's merchandise, fixtures
      or
      other property or to Tenant's business by reason thereof, and the cost of such
      repairs shall constitute Additional Payment hereunder and shall be immediately
      due and payable.

    


    8.2           
      Tenant shall keep the Premises, including equipment, facilities and fixtures
      therein, at Tenant's expense, clean, neat and in good order, repair and
      condition (including all necessary painting and decorating), and, at Tenant's
      expense, shall keep all glass, including that in windows, doors and skylights,
      clean and in good condition and shall replace any glass which may be damaged
      or
      broken with glass of the same quality.

    


    


    ARTICLE
      9

    PURPOSE
      AND MANNER OF USE

    


    9.1           Tenant
      shall use and occupy the Premises in a careful, safe and proper manner and
      shall
      comply with all governmental statutes, laws, rules, orders, regulations and
      ordinances  arising from Tenant’s use thereof.  Tenant shall
      obtain, maintain in full force and effect and pay all fees and charges levied,
      assessed or charged by any governmental authority in connection with any
      licenses, permits or consents of any kind required with respect to Tenant’ use
      or occupancy of the Premises.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      10

    UTILITIES

    


    10.1           Tenant
      shall pay promptly when due charges for all utility and communication services
      furnished to the Premises during the term hereof including, but not by way
      of
      limitation, heat, gas, electricity, water and sewer charges and
      telephone.

    


    10.2           If
      Tenant shall fail to promptly pay any utility or communication charge for
      service (whether or not such charge is billed directly by the utility), Landlord
      may, but shall not be obligated to pay such charge, and the sums so paid and
      any
      expenses incurred by Landlord in connection therewith shall be deemed to be
      an
      Additional Payment immediately due and payable by Tenant.

    


    10.3           If
      Tenant shall fail to promptly pay any utility service charge for which Landlord
      has billed Tenant or fails to pay within ten (10) days after the due date
      thereof any Fixed Rent, Landlord shall have the right, in addition to any other
      remedies available to Landlord by the terms of this Lease or at law, to cut
      off
      and disconnect any and all utilities billed by Landlord during the period for
      which such rent or utility bills remain unpaid.

    


    10.4           Landlord
      shall not be liable for damages nor shall the rent hereinabove stipulated be
      abated on account of any failure of utility service when such failure is not
      due
      to the negligence of Landlord.

    


    


    ARTICLE
      11

    ACCESS
      TO
      PREMISES BY LANDLORD

    


    11.1           Landlord
      shall have free access to the Premises at all reasonable times, during normal
      business hours unless an emergency exists, for the purpose of examining the
      Premises or making any alterations, repairs or improvements thereto which
      Landlord may deem necessary for their safety or preservation, or for the purpose
      of examining or making any alterations, repairs or improvements to items passing
      over, under, along or through the Premises. No action taken by Landlord in
      or
      upon the Premises in connection with the foregoing shall constitute an eviction
      of Tenant in whole or in part, and the rent reserved by this Lease shall not
      abate while any such repairs, alterations or improvements are being made,
      notwithstanding any loss or interruption of the business of
      Tenant.  Nothing contained herein, however, shall be deemed or
      construed to impose upon Landlord any obligation, responsibility or liability
      whatsoever for the care, maintenance or repair of the Premises or any part
      thereof.  During the last six (6) months of this term hereof, Landlord
      and Landlord's agents and invitees may enter the Premises at any reasonable
      time
      after twenty-four (24) hours’ notice to Tenant for the purpose of exhibiting the
      Premises to prospective tenants.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
      12

    INSURANCE

    


    12.1           Tenant
      shall at all times maintain, at its sole cost and expense, insurance on the
      Premises of the following character:

    


    A.           Tenant,  at
      its own cost and expense agrees to secure (i) commercial general liability
      insurance with no less than Two Million Dollars ($2,000,000.00) combined single
      limit for bodily injury and property damage per occurrence, Five Million Dollars
      ($5,000,000.00) policy aggregate and Five Million Dollars ($5,000,000.00) per
      location limit including personal injury, broad form contractual liability,
      products liability, and in the amount of Five Million dollars ($5,000,000.00);
      (ii) umbrella liability insurance with limits no less than Two Million Dollars
      ($2,000,000.00) over the commercial general liability policy and Two million
      Dollars ($2,000,000.00) in the aggregate; and (iii) all-risk property insurance
      in an amount adequate to cover the full replacement value of all fixtures,
      equipment and other items of personal property of Tenant located within the
      premises.

    


    B.           Tenant
      also agrees that it will pay to Landlord as an Additional Payment with respect
      to the Premises and any improvements located thereon at all times during the
      Term, the cost of Landlord’s all risk property insurance. Said insurance shall
      be in an amount equal to one hundred percent (100%) of the replacement value
      of
      the Premises.  The policies shall provide that losses payable shall be
      payable notwithstanding any act or negligence of any named insured if such
      clause is obtainable from the insurance company.  Said insurance shall
      be written by responsible insurance companies authorized to do business in
      the
      State of Ohio.  Landlord shall deliver to Tenant a copy of the
      invoices it receives for such insurance coverage and Tenant shall pay such
      sum
      to Landlord within thirty (30) days of receiving such invoices.

    


    C.           Workmen's
      compensation insurance covering all persons employed in connection with any
      work
      done on or about the Premises with respect to which claims for death or bodily
      injury could be asserted against Landlord, Tenant or the Premises, or in lieu
      of
      such Workmen's Compensation insurance, a program of self-insurance complying
      with the rules, regulations and requirements of the Ohio Industrial
      Commission.  Such insurance shall be written by companies of
      recognized financial standing, which are authorized to conduct insurance
      business in the State of Ohio, and such insurance shall name as the insured
      parties there under Landlord and Tenant, as their interests may
      appear.

    


    12.2           Tenant
      shall deliver to Landlord promptly after the execution and delivery of this
      Lease the original or duplicate policies or certificates of the insurers,
      satisfactory to Landlord, evidencing the insurance which is required to be
      maintained by Lessee hereunder, and Tenant shall, within thirty (30) days prior
      to the expiration of any such insurance, deliver other original or duplicate
      policies or other certificates of the insurers evidencing the renewal of such
      insurance.  Should tenant fail to effect, maintain or renew any
      insurance provided for in this Article, or to pay the premiums therefore, or
      to
      deliver to Landlord any of such policies or certificates, then and in any said
      events Landlord, at Landlord's option, but without obligation so to do, may
      upon
      five (5) days' notice to Tenant, procure such insurance, and any sums expended
      by Landlord to procure such insurance shall be deemed to be an Additional
      Payment immediately due and payable by Tenant.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    12.3           Each
      of the policies of insurance required hereunder must expressly provide that
      the
      policy shall not be altered or cancelled without first providing at least 30
      days prior written notice to Landlord.

    


    


    ARTICLE
      13

    WAIVER
      OF
      SUBROGATION

    


    13.1           Provided
      the following provisions of this Article do not result in the invalidation
      of
      the policies of fire and/or extended coverage or other insurance covering the
      Premises or the contents thereof, Landlord and Tenant agree that in the event
      the Premises or its contents are damaged or destroyed by any of the perils
      covered by fire and/or extended coverage insurance or other insurance policies
      of the parties, the rights, if any, of any party against the other, their
      officers, agents, servants and employees, with respect to such damage or
      destruction, are hereby waived to the extent of any proceeds received under
      any
      such policies, notwithstanding the fact that such damage or destruction shall
      be
      due to the negligence of any or all of the parties in whose favor this provision
      operates.

    


    ARTICLE
      14

    CASUALTY

    


    14.1           Tenant
      shall promptly notify Landlord in writing of any damage to or destruction of
      the
      Premises for any cause whatsoever.

    


    


    14.2           If
      the Premises shall be damaged or injured by any cause covered by Landlord’s
      insurance, Landlord shall either (i) to the extent sufficient insurance proceeds
      have been received by Landlord, effect the repair thereof as promptly as
      reasonably possible, delays beyond Landlord's control excepted, and this Lease
      shall remain in full force and effect or (ii) notify Tenant that Landlord elects
      to terminate this Lease no later than 180 days after the date of damage or
      injury to the Premises.  Under no circumstances shall Landlord be
      required to replace or repair Tenant's stock in trade, fixtures, furniture,
      furnishings, equipment, leasehold improvements or other such items.

    


    14.3           If
      during the period following any damage to or destruction of the Premises, Tenant
      shall be deprived of the occupancy of any portion of the Premises, the Fixed
      Rent payable hereunder shall proportionately adjusted corresponding to the
      time
      during which and to the portion of the Premises of which Tenant shall be
      deprived.

    


    14.4           In
      the event of any termination of this Lease pursuant to the provisions of this
      Article, Landlord an Tenant shall thereupon be released from any further
      liability hereunder, except Tenant shall remain liable for all obligations
      and
      liabilities under this Lease, actual or contingent, which have arisen on or
      prior to such date of termination, including, but not by way of limitation,
      Tenant's liability for the payment of the Fixed Rent and Additional
      Payments.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      15

    CONDEMNATION

    


    15.1           If
      the whole of the Premises, or any part of the improvements located thereon
      as to
      render the balance completely unusable by Tenant, shall be taken under power
      of
      eminent domain, this Lease shall automatically terminate as of the date of
      such
      condemnation, together with any and all rights and obligations of Landlord
      and
      Tenant existing or arising in or to the same or any part thereof.  In
      the event of a partial taking which does not result in a termination of this
      Lease, the Fixed Rent shall be apportioned according to the part of the Premises
      remaining useable by Tenant.  Landlord may, without any obligation or
      liability to Tenant other than reasonable notice, stipulate with any condemning
      authority for a judgment of condemnation with the necessity of a formal suit
      or
      judgment of condemnation, and the date of the taking shall be deemed the date
      the agreed to under the terms of said agreement or stipulation.

    


    15.2           In
      the event the Premises or any of the improvements located thereon, whether
      in
      whole or in part, shall be taken or condemned either permanently or temporarily
      for any public or quasi public use or purpose as set forth above, whether this
      Lease is terminated thereby or otherwise continues to be in force and effect,
      the entire compensation award thereof, including, but not limited to, all
      damages as compensation for diminution in value of the leasehold, reversion
      and
      fee, will belong to Landlord, without any deduction therefrom for any present
      or
      future estate of Tenant, and Tenant hereby assigns to Landlord all its right,
      title, and interest to any such award to Landlord.  However, Tenant
      shall have the right to recover from the condemning authority, but not the
      Landlord, any such compensation as may be separately awarded to Tenant on
      account of interruption of Tenant’s business, for moving and relocation
      expenses.

    


    15.3           In
      the event of any termination of this Lease pursuant to the provisions of this
      Article, Landlord an Tenant shall thereupon be released from any further
      liability hereunder, except Tenant shall remain liable for all obligations
      and
      liabilities under this Lease, actual or contingent, which have arisen on or
      prior to such date of termination, including, but not by way of limitation,
      Tenant's liability for the payment of the Fixed Rent and Additional
      Payments.

    


    ARTICLE
      16

    ALTERATIONS
      AND IMPROVEMENTS

    


    16.1           Tenant
      shall make no alterations or improvements in or to the Premises without the
      prior written consent of Landlord, which consent shall not be unreasonably
      withheld, and Tenant shall not be deemed to be the agent of Landlord with
      respect to any contracts entered into or work done regardless of such
      consent.  Tenant shall indemnify Landlord against any and all
      mechanics' liens or other liens or claims in connection with the making of
      any
      permitted alterations or improvements by Tenant and shall pay when due all
      costs, expenses and charges therefore.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    16.2           All
      alterations or improvements, including, but not by way of limitation, heating,
      air conditioning and similar equipment (whether or not made or installed with
      the prior written consent of Landlord), shall be and remain part of the Premises
      and the property of Landlord and subject to this Lease; but personal property
      and removable trade fixtures of tenant shall not be deemed to become a part
      of
      the Premises and the property of Landlord unless so affixed to the Premises
      that
      their removal will substantially damage the Premises.

    


    16.3           All
      personal property and fixtures placed in or about the Premises shall be at
      Tenant's own risk.  Tenant shall be responsible for and shall pay when
      due and payable all municipal, county, state or other taxes assessed during
      the
      term of this Lease against any improvements or alterations made by Tenant to
      the
      Premises or against any personal property or fixtures placed by Tenant in,
      upon
      or about the Premises.

    


    16.4           Provided
      Tenant shall have fully performed all of Tenant’s obligations under this Lease,
      Tenant may, at the expiration or other termination of this Lease, remove all
      of
      its personal property and trade fixtures permitted to be removed, but any and
      all damage to the Premises resulting from or caused by such removal shall be
      promptly repaired by Tenant at Tenant's expense. If at the expiration or other
      termination of this Lease, Tenant fails to remove any personal property, trade
      fixtures or other property herein permitted to be removed, such property and
      fixtures shall be deemed abandoned by Tenant and shall become the property
      of
      Landlord, and Landlord may thereafter cause such property to be removed from
      the
      Premises and disposed of, with the costs of any such removal being borne by
      Tenant.

    


    


    


    ARTICLE
      17

    SIGNS

    


    17.1           Tenant
      shall not place any signs, lettering, awnings or advertising material of any
      kind on the exterior walls of the Premises without the prior written consent
      of
      Landlord.  Tenant, at Tenant’s sole cost, shall (i) obtain required
      governmental permits for, and maintain in good condition and repair at all
      times, any such sign, lettering, awning or advertising matter, and (ii) remove
      any such item at the expiration or termination of the term hereof and repair
      any
      damage to the Premises resulting there from.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    


    ARTICLE
      18

    ASSIGNMENT,
      ETC.

    


    18.1           If
      Tenant intends to assign its interest in this Lease or to sublet all or a
      substantial part of the Premises, Tenant shall give Landlord sixty (60) days
      notice prior to the intended assigning or subletting, specifying therein the
      date of such intended assigning or subletting and the name of the intended
      assignee or sub lessee.  No assignment shall be effective unless (i)
      Landlord consents in writing to such Assignment, (ii) such assignee or sub
      lessee shall not change the use of the demised premises and shall be bound
      by
      all of the terms and provisions of this Lease, and (iii) Tenant shall not be
      released from any of its obligations hereunder.  Any transfer by
      operation of law (in connection with a merger, consolidation, reorganization,
      bankruptcy or otherwise) shall be deemed included in the terms "assign" and
      "sublet" for the purposes of this provision.

    


    18.2           It
      is the express understanding of the parties that this lease may not be assigned
      by Tenant without first obtaining the prior written consent of Landlord, which
      consent shall not be unreasonably withheld.

    


    18.3           In
      the absence of compliance with this provision, no attempted assigning or
      subletting or other transfer shall be of any force or effect
      whatsoever.

    


    


    ARTICLE
      19

    SUBORDINATION

    


    19.1           Tenant
      hereby waives the priority of Tenant's interest in the Premises arising by
      virtue of this Lease and subordinates its interest to any mortgage lien or
      lien
      resulting from any method of financing or refinancing which may become necessary
      or desirable to Landlord from time to time, and Tenant, upon demand of Landlord,
      shall execute at any and all times such instruments as may be required by any
      prospective mortgagee or lien holder in order further to effectuate this waiver
      of priority and subordination of Tenant's interest.  If Tenant fails
      to execute any such instruments within five (5) days after submission to Tenant,
      Landlord is hereby authorized to execute such instruments as attorney-in-fact
      for Tenant.

     

     

    ARTICLE
      20

    DEFAULT

    


    20.1           Any
      one of the following occurrences or acts shall constitute an Event of Default
      under this Lease:  (a) Tenant, at any time during the continuance of
      this Lease (and regardless of the pendency of any bankruptcy, reorganization,
      receivership, insolvency or other proceedings, in law, in equity or before
      an
      administrative tribunal, which have or might have the effect of preventing
      Tenant from complying with the terms of this Lease) (i) fails to make any
      payment of Fixed Rent and such failure shall continue for fifteen (15) days
      after any such payment has become due, (ii) fails to make any payment of
      Additional Payments or other sum herein required to be paid by tenant, or fails
      to observe or perform any other provision hereof, within fifteen (15) days
      after
      Landlord shall have delivered to Tenant notice of such failure, (iii) receives
      two or more notices within any twelve (12) month period of an Event of Default
      for failure to make timely payment of Fixed Rent under this Lease (irrespective
      of whether or not the defaults have been cured and irrespective of whether
      the
      notices pertained to the same or different defaults), or (iv) receives four
      (4)or more notices within any twelve (12) month period of any other Event of
      Default under this Lease (irrespective of whether or not the defaults have
      been
      cured and irrespective of whether the notices pertained to the same or different
      defaults); (b) Tenant or any guarantor of this Lease files a petition in
      bankruptcy or for reorganization or for an arrangement pursuant to any present
      or future federal or state bankruptcy law or under any similar federal or state
      law, or is adjudicated a bankrupt or insolvent or makes an assignment for the
      benefit of its creditors or admits in writing its inability to pay its debts
      generally as they become due, or a petition or answer proposing the adjudication
      of Tenant as a bankrupt or its reorganization under any present or future
      federal or state bankruptcy law or any similar federal or state law is filed
      in
      any court; (c) a receiver, trustee or liquidator of Tenant or of all or
      substantially all of the assets of Tenant or of the Premises is appointed in
      any
      proceeding brought by Tenant, or any such receiver, trustee or liquidator is
      appointed in any proceeding brought against Tenant, or Tenant consents to or
      acquiesces in such appointment; (d) Tenant's interest in the Premises by virtue
      of this Lease or any of Tenant's assets is seized under a levy of execution
      or
      attachment; (e) it is disclosed that Tenant made material misrepresentations
      to
      Landlord in connection with its entering into this Lease; or (f) Tenant’s
      subsidiary, 3-D Service, Ltd (“3-D”) fails to perform its obligations or
      defaults under either Commercial Security Agreement entered into between 3-D
      and
      BDeWees, Inc or X GEN III, Ltd. on or about November 30, 2007.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    20.2           This
      Lease and the term and estate hereby granted are subject to the limitation
      that
      whenever an Event of Default shall have occurred, Landlord may, at Landlord's
      election and without notice or resort to legal process, with or without
      declaring the term of this Lease ended, re-enter and take possession of the
      Premises immediately and remove all persons and their property therefrom and
      store such property in a public warehouse or elsewhere at the cost of and for
      the account of Tenant, and do such further acts as may be necessary and
      advisable to recover immediate possession of the Premises, without being deemed
      guilty in any manner of trespass and without releasing Tenant from its
      obligation to pay the Fixed Rent and Additional Payments reserved hereunder,
      and
      Tenant shall indemnify Landlord against and shall reimburse Landlord for, all
      loss of rent and other damages and expenses which Landlord may incur by reason
      of Tenant's default.  Landlord may also re-enter as herein provided,
      or take possession pursuant to law, and may, from time to time, without
      terminating this Lease, make such alterations and repairs as may be necessary
      in
      order to relet the Premises, and Landlord may relet the Premises or any part
      thereof for such term or terms (which may be for a term extending beyond the
      term of this Lease) and at such rental or rentals and upon such other terms,
      covenants and conditions as Landlord in Landlord's sole discretion may deem
      advisable without in any manner releasing Tenant from the obligations of this
      Lease or entitling Tenant to any setoff whatsoever against any monies due
      Landlord from Tenant for any reason.  Notwithstanding any such
      reletting without termination, Landlord may at any time elect to terminate
      this
      Lease for such previous default.  Any steps taken by Landlord pursuant
      to the foregoing shall be without prejudice to, and shall not be exclusive
      of,
      any other remedies or damage, which may be available to Landlord.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    20.3           Tenant
      hereby waives and surrenders for itself and all those claiming under it,
      including creditors of all kinds, (a) any right and privilege which it or any
      of
      them may have under any present or future constitution, statute or rule of
      law
      to redeem the Premises or to have a continuance of this Lease after its
      termination by order or judgment of any court, by any legal process or writ
      or
      under the terms of this Lease, and (b) the benefits of any present or future
      constitution, statute or rule of law which exempts property from liability
      for
      debt or for distress of rent.

    


    20.4           In
      the event Tenant shall be in default in the performance of any of its
      obligations under this Lease, and an action shall be brought for the enforcement
      thereof in which it shall be determined that Tenant was in default, Tenant
      shall
      pay to Landlord all the expenses incurred in connection therewith including
      reasonable attorneys' fees.  In the event Landlord shall, without
      fault on Landlord's part, be made a party to any litigation commenced against
      Tenant, and if Tenant, at its expense, shall fail to provide Landlord with
      counsel approved by Landlord, Tenant shall pay all costs and reasonable
      attorneys' fees incurred or paid by Landlord in connection with such
      litigation.

    


    


    ARTICLE
      21

    REIMBURSEMENT
      OF LANDLORD

    


    21.1           Landlord
      shall have the right (but shall not be obligated) to pay any sums of money
      or do
      any acts or incur any expenses, including reasonable attorneys’ fees, by reason
      of the failure of Tenant to perform or observe any of Tenant’s obligations under
      this Lease, and the sums so paid and expenses so incurred by Landlord, together
      with all interest, costs and damages, shall be deemed to be Additional Payments
      immediately due and payable by Tenant to Landlord without any deduction or
      setoff whatsoever.

    


    


    PREVAILING
      PARTY FEES

    


    21.2           Reasonable
      attorneys’ fees and costs shall be awarded to the prevailing party in the event
      of litigation involving the enforcement or interpretation of this
      Lease.

    


    


    ARTICLE
      22

    LIENS

    


    22.1           Tenant
      shall not, directly or indirectly, create or permit to be created or to remain
      and will promptly discharge, at its expense, any mortgage, lien, encumbrance
      or
      charge on, pledge of, or conditional sale or other title retention agreement
      with respect to the Premises or any part thereof or Tenant's interest therein
      or
      the Fixed Rent or Additional Payments payable under this Lease, other than
      any
      mortgage, lien, encumbrance or other charge created by or resulting from any
      act
      of Landlord.  Nothing contained in this Lease shall be construed as
      constituting the consent or request of Landlord, expressed or implied, of any
      contractor, subcontractor, laborer, material man or vendor to or for the
      performance of any labor or services or the furnishing of any materials for
      any
      construction, alteration, addition, repair or demolition of or to the Premises
      or any part thereof.  Notice is hereby given that Landlord will not be
      liable for any labor, services or materials furnished or to be furnished to
      Tenant, or to anyone holding the Premises or any part thereof through or under
      Tenant, and no mechanics' or other liens for any such labor, services or
      materials shall attach to or affect the interest of Landlord in and to the
      Premises.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      23

    INDEMNIFICATION

    


    23.1           Tenant
      agrees to protect, indemnify and save harmless Landlord from and against any
      and
      all liabilities, losses, damages, costs, expenses (including all reasonable
      attorneys' fees and expenses of Lessor’s), causes of action, suits, claims,
      demands or judgments of any nature whatsoever arising from (a) any injury to
      or
      the death of any person or any damage to property on the Premises or upon
      adjoining sidewalks or in any manner growing out of or connected with the use,
      non-use, condition or occupancy of the Premises or any part thereof or resulting
      from the condition thereof or of the adjoining sidewalks, except in the event
      that such injury, death, or damage is caused by Landlord’s action or inaction in
      connection with Landlord’s obligations under Section 8.1 of this Lease; and (b)
      any violation by Tenant of any term, covenant or condition of this lease, of
      any
      contracts or agreements to which Tenant is a party and of any restrictions,
      statutes, laws, ordinances or regulations affecting the premises or any part
      thereof or the ownership, occupancy or use thereof.

    


    


    ARTICLE
      24

    NON-LIABILITY

    


    24.1           Landlord
      shall not be liable for any loss, injury or damage to any persons or to Tenant's
      business or property, or property of others, nor shall Landlord be considered
      to
      be in default hereunder on account of any such loss or damage resulting from
      any
      cause whatsoever, including, but not by way of limitation, fire, explosions,
      falling plaster, electrical shorts, rain, snow, steam or gas leaks from any
      pipes, appliances, plumbing or from the roof, street or
      sub-surface.

    


    


    ARTICLE
      25

    ATTORNMENT

    


    25.1           Tenant
      shall, in the event any proceedings are brought for the foreclosure of (whether
      by judicial sale or otherwise), or in the event of the exercise of the power
      of
      sale under, any mortgage made by Landlord covering the Premises, attorn to
      the
      purchaser upon any such foreclosure or sale and recognize any such purchaser
      as
      Landlord under this Lease.  However, Tenant's obligation to attorn to
      the purchaser will be conditioned on Tenant's receipt of a non-disturbance
      agreement.

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      26

    OFFSET

    


    26.1           Within
      fifteen (15) days after Tenant has received a request therefore by Landlord,
      Tenant shall deliver to any proposed mortgagee or purchaser, or to Landlord,
      in
      recordable form, a certificate certifying that this Lease is in full force
      and
      effect and there are no defenses or offsets thereto, or stating any claims
      by
      Tenant.

    


    


    


    ARTICLE
      27

    ACCORD
      AND SATISFACTION

     

    
      27.1           No
        payment by Tenant or receipt by Landlord of a lesser amount than the Fixed
        Rent
        or Additional Payments herein stipulated shall be deemed to be other than
        on
        account of the earliest rent due, and no endorsement or statement on any
        check
        or any letter accompanying a check for payment of rent shall be deemed an
        accord
        and satisfaction, and Landlord's right to recover the balance of such rent
        or to
        pursue any other remedy available to Landlord shall remain.

      


      


      


      ARTICLE
        28

      NO
        PARTNERSHIP

      


      28.1           Landlord
        is not in any way, at any time or for any purpose a partner of Tenant in
        the
        conduct of Tenant's business, or otherwise, or a joint venturer or member
        of a
        joint enterprise with Tenant in regards to Tenant's business, and the provisions
        of this Lease relating to the Percentage Rent payable hereunder are included
        solely for the purpose of providing a method whereby the rent is to be measured
        and ascertained.

      


      


      


      ARTICLE
        29

      HOLDOVER

      


      29.1           If
        Tenant shall remain in possession of the Premises after the expiration of
        the
        term of this Lease, no action by Landlord, by accepting rent or otherwise,
        shall
        be construed as recognition by Landlord of a continuing tenancy or as creating
        a
        renewal term of the same duration as the term of this Lease or a tenancy
        from
        year to year or month to month, but any continuing occupancy shall be deemed
        to
        be a tenancy from day to day only, governed in all things, except as to the
        term, by the provisions of this Lease with the exception of rent.  The
        rental amount during any holdover period shall be an amount equal to the
        rent
        paid during the period of time immediately preceding the holdover times One
        Hundred and Fifty percent (150%).

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        30

      RELEASE

      


      30.1           In
        the event of any sale of, or other transfer of title to, the Premises, Landlord
        (and in case of any further sale or transfer, and then seller or transferor)
        shall be automatically released from any and all further obligations to Tenant
        under this Lease, though such release shall in no way affect any rights,
        claims
        or causes of action which Landlord may have against Tenant.  Tenant
        shall, in the event of any such sale or other transfer of title, recognize
        any
        purchaser or transferee as the new Landlord under this
        Lease.  Tenant’s obligations under this section are expressly
        conditioned upon written assumption of the Lease by the purchaser of or
        transferee of title to the Premises

      


      


      ARTICLE
        31

      QUIET
        ENJOYMENT

      


      31.1           If
        and so long as Tenant shall observe and perform all the terms, covenants
        and
        obligations required by it to be observed and performed hereunder, Landlord
        warrants peaceful and quiet occupation and enjoyment of the Premises by Tenant;
        provided, that Landlord and Landlord's agents may enter upon and examine
        the
        Premises as provided elsewhere in this Lease.

      


      


      


      ARTICLE
        32

      NOTICES

      


      32.1           All
        notices, demands, requests, consents, approvals and other instruments required
        or permitted to be given pursuant to the terms of this Lease shall be in
        writing
        and shall be deemed to have been properly given if (a) with respect to Tenant,
        sent by registered or certified mail, postage prepaid, addressed to Tenant
        at
        3-D Service, Ltd., Attention: ____________________, at
        ________________________________, and (b) with respect to Landlord, sent
        by
        registered or certified mail, postage prepaid, addressed to: 3D3E, Ltd.,
        Attention:  Bernard L. DeWees, President, at 5316 Hawick Street, N.W.,
        Canton, Ohio  44708, with copies to Scott C. Finerman, Second
        Generation Place, 3029 Prospect Avenue, Cleveland, Ohio 44115 and Dan Minkler,
        Esq., Day Ketterer Ltd., P.O. Box 24213, Canton, Ohio 44701-4213, and with
        respect to Guarantor, sent by registered or certified mail, postage prepaid,
        addressed to MISCOR Group, Ltd., 1125 S. Walnut St. South Bend,
        Indiana  46619.   Landlord, Tenant, and Guarantor shall
        each have the right from time to time to specify as their or its address
        for
        purposes of this Lease any other address upon giving written notice thereof
        to
        the other party in the manner set forth in this Article.

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        33

      SURRENDER

      


      33.1           Upon
        the expiration or earlier termination of this Lease, Tenant shall peaceably
        leave and surrender the Premises to Landlord in the same good order and
        condition in which the Premises were originally received from Landlord at
        the
        commencement of this Lease, excepting reasonable wear and tear or as repaired
        or
        altered as provided in or required by an provision of this
        Lease.  Tenant shall remove from the Premises on or prior to such
        expiration or earlier termination all property situated thereon which is
        not
        owned by Landlord, and, at its expense, shall, on or prior to such expiration
        or
        earlier termination, repair any damage caused by or resulting from such
        removal.  Property not so removed shall become the property of
        Landlord, and Landlord may thereafter cause such property to be removed from
        the
        Premises and disposed of, but the cost of any such removal and resulting
        damage
        shall be borne by Tenant.

      


      


      


      ARTICLE
        34

      BROKER

      


      34.1           Tenant
        and Landlord represent and warrant to each other that there are no claims
        for
        real estate brokerage commissions or finder’s fees in connection to this
        transaction and that each party hereto agrees to indemnify and defend the
        other
        party and hold it harmless from all liabilities arising from any such brokerage
        claim or commission arising from its actions.

      


      


      


      ARTICLE
        35

      SEVERABILITY

      


      35.1           Each
        and every covenant and agreement contained in this Lease is, and shall be
        construed to be, a separate and independent covenant and agreement, and the
        breach of any such covenant or agreement by Landlord shall not discharge
        or
        relieve Tenant from its obligations to perform each and every covenant binding
        upon Tenant.  If any term or provision of this Lease or the
        application thereof to any person or circumstances shall to any extent be
        invalid and unenforceable, the remainder of this Lease, or the application
        of
        such term or provision to persons or circumstances other than those as to
        which
        it is invalid or unenforceable, shall not be affected thereby, and each term
        and
        provision of this Lease shall be enforced to the extent permitted by
        law.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      


      ARTICLE
        36

      BINDING
        EFFECT

      


      36.1           All
        of the terms, covenants and conditions contained in this Lease shall be binding
        upon the respective heirs, personal representatives, successors and assigns
        of
        Landlord and Tenant and shall inure to the benefit of the successors and
        assigns
        of Landlord and the permitted heirs and assigns of Tenant to the same extent
        as
        if each such person or entity were in each case named as a party to this
        Lease;
        provided, however, that this Lease shall not be binding on Landlord or its
        successors if Landlord has been released from its obligations under this
        Lease.

      


      


      


      ARTICLE
        37

      MISCELLANEOUS

      


      37.1           The
        individuals signing this Lease on behalf of Tenant represent and warrant
        that
        they have the requisite power and authority to bind Tenant.

      


      37.2           This
        Lease may not be changed, modified or discharged except by a writing signed
        by
        Landlord and Tenant.

      


      37.3           This
        Lease shall not be recorded, but a memorandum thereof may be recorded by
        either
        party.

      


      37.4           The
        representations set forth herein shall survive the termination of this
        lease.

      


      


      ARTICLE
        38

      TITLES

      


      38.1           The
        titles to the various provisions of this Lease have been inserted for convenient
        reference only and shall not to any extent have the effect of modifying,
        amending or changing the expressed terms and provisions of this
        Lease.

      


      


      


      ARTICLE
        39

      GOVERNING
        LAW

      


      39.1           The
        Lease shall be governed by and interpreted under the laws of the State of
        Ohio.

      


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        40

      ENVIRONMENTAL

      


      40.1           Hazardous
        Materials.  Landlord and Tenant agree as follows with respect to
        the existence of use of Wastes, Solid Wastes, Hazardous Wastes, or Hazardous
        Substances (as defined in Section 40.3) on the Property:

      


      A.           Tenant
        shall (i) not cause or permit any Wastes, Solid Wastes, Hazardous Wastes,
        or
        Hazardous Substances to be brought upon, kept or used in or about the Premises
        by Tenant, its agents, employees, contractors or invitees, except to the
        extent
        consistent with the activities of Tennant’s immediate predecessor in interest to
        the Premises, without the prior written consent of Landlord (which Landlord
        shall not unreasonably withhold as long as Tenant demonstrates to Landlord’s
        reasonable satisfaction that such Wastes, Solid Wastes, Hazardous Wastes,
        or
        Hazardous Substances are necessary or useful to Tenant’s business and will be
        used, kept and stored in a manner that complies with all Laws relating to
        any
        such Wastes, Solid Wastes, Hazardous Wastes, or Hazardous Substances so brought
        upon or used or kept in or about the Premises).  If Tenant breaches
        the obligations stated in the preceding sentence, or if the presence of Wastes,
        Solid Wastes, Hazardous Wastes, or Hazardous Substances on the Premises results
        in contamination of the Premises, or if contamination of the Premises by
        Wastes,
        Solid Wastes, Hazardous Wastes, or Hazardous Substances otherwise occurs
        for
        damage resulting therefrom, then Tenant shall indemnify, defend and hold
        Landlord harmless from any and all claims, judgments, damages, penalties,
        fines,
        costs, liabilities or losses (including, without limitation, diminution in
        value
        of the Premises, damages for the loss or restriction on use of rentable or
        usable space or of any amenity of the Premises, damages arising from any
        adverse
        impact on marketing of the Premises, and sums paid in settlement of claims,
        attorneys’ fees, consultant fees and expert fees) which arise during or after
        the Lease Term as a result of such contamination.  This
        indemnification of Landlord by Tenant includes, without limitation, costs
        incurred in connection with any investigation, of site conditions or any
        cleanup; remedial, removal or restoration work required by any federal, state
        or
        local governmental agency or political subdivision because of Wastes, Solid
        Wastes, Hazardous Wastes, or Hazardous Substances present in the soil or
        ground
        water on or under the Premises.  Without limiting the foregoing, if
        the presence of any Wastes, Solid Wastes, Hazardous Wastes, or Hazardous
        Substances on the Premises caused or permitted by Tenant results in any
        contamination of the Premises, Tenant shall promptly take all actions at
        its
        sole expense as are necessary to return the Premises to the condition existing
        prior to the introduction of any such Wastes, Solid Wastes, Hazardous Wastes,
        or
        Hazardous Substances to the Premises; provided that Landlord’s approval of such
        actions shall first be obtained, which approval shall not be unreasonably
        withheld so long as such actions would not potentially have any material
        adverse
        long-term or short-term effect on the Premises.

      


      40.2           Tenant
        shall at all times comply with all applicable local, state, and federal laws,
        rules, and regulations relating to the storage, use, transport and disposal
        of
        Wastes, Solid Wastes, Hazardous Wastes, or Hazardous Substances.

      


      40.3           As
        used herein, the terms Wastes, Solid Wastes, Hazardous Wastes, and Hazardous
        Substances shall have the same meaning as such terms are defined the
        Comprehensive Environmental Response, Compensation, and Liability Act of
        1980
        and Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et
        seq., as amended (collectively referred to as “CERCLA”), the Resource
        Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., as
        amended (“RCRA”), or any other similar federal, state, or local laws or
        regulations now or hereinafter promulgated pursuant thereto, including but
        not
        limited to, any laws related to sewage or mixture of sewage or other waste
        material that passes through a sewer system to a treatment facility, any
        industrial waste--water discharge that is subject to regulation under the
        Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., as
        amended, or the Clean Air Act, 42 U.S.C. §7401 et seq., as amended, and
        any source material, special nuclear material, or byproduct material as defined
        by the Atomic Energy Act of 1954, 42 U.S.C. §3011 et seq., as
        amended.

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      The
        parties hereto have caused this
        instrument to be signed at the place and on the day and year first above
        written.

      


      


      3D3E,
        LTD.

      


      


      By
/s/
        Bernard L.
        DeWees                      
        

            Bernard
        L. DeWees, President

       

      
 

      3-D
        SERVICE, LTD.


      


      By /s/
        John A.
        Martell                          
            


            John
        A. Martell, Chairman of the Board

      


      STATE
        OF
        OHIO              )

                                                  )
        SS:

      COUNTY
        OF
        STARK      )

      


      


      Before
        me, a Notary Public in and for
        said State and County, personally appeared the above-named 3D3E, LTD., an
        Ohio
        Limited Liability Company, by Bernard L. DeWees, its President, who acknowledged
        that he did sign the foregoing instrument on behalf of said limited liability
        company and that the same is the free act and deed of said limited liability
        company and his free act and deed personally and as such President.

      


      IN
        TESTIMONY WHEREOF, I have hereunto
        subscribed my name and affixed my official seal at Canton, Ohio, this 30th
        day
        of November, 2007.

      


      


      
        


        /s/
          Daniel G.
          Miller            
      

        Notary
          Public




       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
 

      STATE
        OF
        INDIANA         )

                                                     
        ) SS:

      COUNTY
        OF
        ST. JOESPH  )

      


      


      Before
        me, a Notary Public in and for
        said State and County, personally appeared the above-named 3-D SERVICE, LTD.,
        an
        Ohio Corporation, by John A. Martell, its Chairman of the Board who acknowledged
        that he did sign the foregoing instrument and the same is his free act and
        deed
        and the free act and deed of the corporation.

      


      IN
        TESTIMONY WHEREOF, I have hereunto
        subscribed my name and affixed my official seal at South Bend, Indiana,
        this 30th day of November, 2007.

      


      


      /s/
        James M.
        Lewis              


      Notary
        Public


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      


      


      GUARANTY

      


      Now,
        therefore, in consideration of the
        execution of the lease by Landlord, the undersigned jointly and severally
        unconditionally guarantee the full performance of all of the terms, covenants,
        and conditions of the lease on the part of Tenant, including the payment
        of all
        rents and other charges to accrue under the lease.  The undersigned
        further agrees as follows:

      


      1.           This
        guaranty shall continue in favor of Landlord, notwithstanding any extension,
        modification, or alteration of the lease between the parties, their successors,
        or assigns, and notwithstanding any assignment of the lease, with or without
        the
        consent of Landlord.  No extension, modification, alteration or
        assignment of the lease shall in any manner release or discharge the
        undersigned.

      


      2.           This
        guaranty shall continue unchanged by any bankruptcy, reorganization, or
        insolvency of Tenant or any successor or assignee of Tenant, or by any
        disaffirmance or abandonment by a trustee of Tenant.

      


      3.           Landlord
        may, without notice, assign the lease in whole or in part, and no assignment
        or
        transfer of the lease by Landlord shall operate to extinguish or diminish
        the
        liability of the undersigned.

      


      4.           The
        liability of the undersigned under this guaranty shall be primary in any
        right
        of action which shall accrue to Landlord under the lease.  Landlord
        may, at its option, proceed against the undersigned without having commenced
        any
        action or having obtained any judgment against Tenant.

      


      5.           Reasonable
        attorneys’ fees and costs shall be awarded to the prevailing party in the event
        of litigation involving the enforcement or interpretation of this
        Guaranty.

      


      6.           The
        undersigned waive notice of any demand by Landlord, as well as any notice
        of
        default in the payment of rent or any other amounts contained or reserved
        in the
        lease.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
 

      7.           The
        terms and provisions of this guaranty are binding on and inure to the benefit
        of
        the respective successors and assigns of the parties named in the
        lease.

       

      
        
 

        
          	 	 	 MISCOR
                  GROUP, LTD., an Indiana corporation
	 	 	 	 
	 	 	/s/
                  John A. Martell
	 	 	
                  By:

                	John
                  A. Martell
	 	 	
                  Its:

                	
                  President
                    and CEO

                
	 	 	Dated:	November
                  30, 2007
	 	 	 	 
	 	 	 	 
	 	 	MAGNETECH
                  INDUSTRIAL SERVICES, INC., an Indiana corporation
	 	 	 	 


        

        	
              	 	/s/
                John A. Martell
	 	 	
                By:

              	John
                A. Martell
	 	 	
                Its:

              	
                CEO

              
	 	 	Dated:	November
                30, 2007




       

      
         

        24