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Agreement#: AG-419706
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Funds Escrow Disbursement Letter/Joint Instructions

Effective Date: May 31, 2006
Parties:

Miscor Group,

Sectors: Services
Law Firms: Loeb & Loeb
Exhibit 10.9





Magnatech Industrial Services of Alabama, Inc.

1125 South Walnut Street

South Bend, Indiana 46619

(574) 234-5966

Fax (574) 232-7648





May 31, 2006



Scott J. Giordano

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Direct Dial: (212) 407-4104

Fax: (212) 407-4990





RE:

Magnatech Industrial Services of Alabama, Inc. - Escrow Release Gross Escrow Deposit: $3,377,000




Dear Mr. Giordano:



These instructions are given to you pursuant to a Funds Escrow Agreement among Magnatech (the "Company") and Loeb & Loeb LLP, as Escrow Agent. Subject to the terms set forth below, you are instructed to disburse $3,377,000 of the investor's funds received by you to and on the Company's behalf as follows:







Disbursements to the Title Insurance Company



1. $1,600,000 - The Guarantee Title Company, LLC., pursuant to the following wire instructions:


Bank: Amsouth Bank of Alabama
31 N. Royal Street

Mobile, AL 36602
Escrow Account #

Routing #: 07686951

062000019
Account Name: Impart,Inc./ Impart Media Group,Inc.





Disbursements to the Seller



2. $1,626,800 - Smith Services (payoff of Term Loan and Revolving Loan ) ...

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