mis_8k113041.htm


    

      Exhibit
        4.1

       

      


       

      AMENDMENT
        TO CONVERSION OPTION

       

      This
        Amendment to Conversion Option
        (“Amendment”) is made as of November 28, 2007 (the
“Effective Date”) by MISCOR Group, Ltd. f/k/a Magnetech
        Integrated Services Corp., an Indiana corporation (“Parent”),
        Magnetech Industrial Services, Inc., an Indiana corporation and wholly owned
        subsidiary of Parent  (“Company”), and John A.
        Martell (“Lender”).

       

      Recitals:

       

      A.           The
        Parent and Company previously
        executed a Conversion Option in favor of Lender dated effective September
        12,
        2005 (the “Option”).

      


      B.           Pursuant
        to the Option, Parent agreed to
        reserve from its authorized and unissued Common Stock a sufficient number
        of
        shares to provide for the issuance of such Common Stock upon the full exercise
        of the Option by Lender (the “Reserved
        Shares”).

      


      C.           Parent
desires
        to enter into that
        certain Securities Purchase Agreement (the “Tontine Purchase
        Agreement”) with Tontine Capital Partners, L.P., a Delaware limited
        partnership and Tontine Capital Overseas Master Fund L.P., a Cayman Islands
        limited partnership (collectively, the “Buyers”), pursuant to
        which the Buyers shall purchase from Parent, and Parent shall issue to Buyers,
        a
        total of 83,333,333 shares of Parent’s Common Stock, for a total investment of
        approximately $20,000,000, which investment shall be used by Parent to make
        certain acquisitions and for certain business purposes, as Parent
        determines.

      


      D.           Parent
        also desires to enter into that certain Membership Interest Purchase Agreement
        (the “3-D Purchase Agreement”) with 3-D Service, Ltd., an Ohio
        limited liability company (“3-D”), pursuant to which Parent
        shall purchase from the members of 3-D all of the issued and outstanding
        membership interests of 3-D in exchange for certain consideration from Parent,
        including the issuance of a certain number of Shares of Parent’s Common Stock to
        3-D’s members.

      


      E.           Without
        the Reserved Shares, Parent currently has an insufficient number of shares
        of
authorized and unissued
Common Stock to consummate
        the transactions contemplated by the Tontine
        Purchase Agreement and the 3-D Purchase Agreement (the “Pending
        Transactions”).

      


      F.           Closing
        the Pending Transaction benefits both the Parent and Lender, in that the
        parties
        both believe the Pending Transactions to be in the best interests of the
        Parent.

      


      G.           The
        Parent intends to effect a 1-for-25 reverse stock split of its Common Stock
        shortly after the date of this Agreement, resulting in a reduction in the
        Company’s authorized Common Stock from 300,000,000 shares to 12,000,000 shares,
        with any fractional shares resulting from the reverse stock split being redeemed
        by the Parent.  Thereafter and not later than one hundred twenty (120)
        days after the date of this Agreement, the Parent intends to call a meeting
        of
        the Parent’s shareholders at which the Parent shall propose to amend its Amended
        and Restated Articles of Incorporation to increase the number of authorized
        shares of Common


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Stock
        thereunder to twenty million (20,000,000) shares (the “Articles of
        Amendment”), which will permit the Parent to issue additional shares of
        Common Stock for general corporate purposes (including issuance in connection
        with the closing of the pending Transactions).

      


      H.           The
        parties now desire to amend the
        Option on the terms and conditions hereinafter set forth.

      


      NOW,
        THEREFORE, in
        consideration of the mutual promises contained herein and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties hereby amend the Option in the following
        manner:

      


      1.           Incorporation
        of Recitals.  The foregoing recitals to this Amendment are
        hereby incorporated in and made a part of this Amendment to the same extent
        as
        if set forth  in full herein.

       

      2.           Definitions.  Unless
        otherwise defined in this Amendment, all capitalized terms shall have the
        meanings assigned to such terms in the Option.

       

      3.           Release
        of Reserved Shares.   Effective as of the Effective
        Date, the parties hereby authorize the release of the Reserved
        Shares.  Lender hereby acknowledges and agrees that Lender shall not
        be entitled to exercise the Option until such time as the Articles of Amendment
        are formally adopted and approved by Parent and its shareholders and
        directors.   Once the Articles of Amendment are adopted and
        approved, Parent agrees to again reserve from its authorized and unissued
        Common
        Stock a sufficient number of shares to provide for the issuance of Common
        Stock
        upon the full exercise of this Option.

       

      4.           Option
        Terms.  Except as set forth in this Amendment, all terms and
        provisions contained in the Option remain in full force and effect.

       

      IN
        WITNESS WHEREOF, the parties have
        executed this Amendment to Conversion Option on the date(s) indicated below,
        effective as of the Effective Date.

      


      
        	 	 	 	
                MISCOR
                  Group, Ltd. f/k/a

              
	 	 	 	
                Magnetech
                  Integrated Services Corp.

              
	 	 	 	 	 
	
                Date:

              	November
                28, 2007	 	
                By:

              	/s/
                Richard J. Mullin
	 	 	 	 	
                Richard
                  J. Mullin, CFO and Treasurer

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                Magnetech
                  Industrial Services, Inc.,

              
	 	 	 	 	 
	
                Date:

              	November
                28, 2007	 	
                By:

              	/s/
                Richard J. Mullin
	 	 	 	 	
                Richard
                  J. Mullin, CFO and Treasurer

              
	 	 	 	 	 
	 	 	 	 	 
	
                Date:

              	November
                28, 2007	 	 	
                /s/
                  John A. Martell

              
	 	 	 	 	
                John
                  A. Martell