SECURED CONVERTIBLE MINIMUM BORROWING NOTE

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

FOR VALUE RECEIVED, each of MAGNETECH INTEGRATED SERVICES CORP., an Indiana corporation (the “ Parent ”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “ Company ” and collectively, the “ Companies ”), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “ Holder ”) or its registered successors or permitted assigns in interest, the sum of Four Million Dollars ($4,000,000), or, if different, the aggregate principal amount of all Revolving Loans (as defined in the Security Agreement referred to below), without duplication of any amounts owing by the Companies to the Holder under the Revolving Note (as defined in the Security Agreement), together with any accrued and unpaid interest hereon, on August 24, 2008 (the “ Maturity Date ”) if not sooner paid.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security and Purchase Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and/or supplemented from time to time, the “ Security Agreement ”). This Note is issued pursuant to, and is subject to the terms and conditions of, the Security Agreement.

The following terms shall apply to this Minimum Borrowing Note (this “ Note ”):

1.1   Contract Rate . Subject to Sections 4.2 and 5.10, interest payable on the outstanding principal amount of this Note (the “ Principal Amount ”) shall accrue at a rate per annum equal to the “prime rate” published in The Wall Street Journal from time to time (the “ Prime Rate ”), plus one percent (1.0%) (the “ Contract Rate ”). The Contract Rate shall be increased or decreased as the case may be for each increase or decrease in the Prime Rate in an amount equal to such increase or decrease in the Prime Rate; each change to be effective as of the day of the change in the Prime Rate. Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, commencing on September 1, 2005 and on the first business day of each consecutive calendar month thereafter through and including the Maturity Date and on the Maturity Date, whether by acceleration or otherwise.

1.2   Contract Rate Adjustments . The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a “ Determination Date ”) and shall be subject to adjustment as set forth herein. If (i) the Parent shall have registered the Grant Shares and the shares of the Common Stock underlying the conversion of each Minimum Borrowing Note then outstanding and each Warrant then outstanding on a registration statement declared effective by the Securities and Exchange Commission (the “ SEC ”), and (ii) the average of the Closing Prices (as defined below) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) trading days immediately preceding a Determination Date (the “ Closing Price Average ”) exceeds the then applicable Fixed Conversion Price by at least twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0%) for each incremental twenty-five percent (25%) increase in the Closing Price Average of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained herein), in no event shall the Contract Rate at any time be less than zero percent (0%). For purposes of this Note, the “Closing Price” of the Common Stock shall mean: (i) in the event that the Common Stock is listed on the American Stock Exchange or New York Stock Exchange or the National or SmallCap Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), the closing or last sale price, as the case may be, reported for the applicable day or (ii) in the event that the Common Stock is not traded on the American Stock Exchange or New York Stock Exchange or on the Nasdaq but is quoted on the NASD Over The Counter Bulletin Board, then the average of the closing bid and asked prices reported for the applicable day.

2.1   Loans . All Loans evidenced by this Note shall be made in accordance with the terms and provisions of the Security Agreement.

2.2   No Effective Registration . Notwithstanding anything to the contrary herein, the Holder shall not be required to accept shares of Common Stock as payment following a conversion by the Holder under this Note if there fails to exist an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued, or if an Event of Default hereunder exists and is continuing, unless (i) such requirement is otherwise waived in writing by the Holder in whole or in part at the Holder’s option or (ii) an exemption from registration for resale of all of the Common Stock issued and issuable under this Note is available pursuant to Rule 144 of the Securities Act.

2.3   Optional Redemption in Cash . The Companies will have the option of prepaying this Note (“ Optional Redemption ”) by paying to the Holder a sum of money equal to one hundred fifteen percent (115%) of the principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement or any other Ancillary Agreement (other than the Revolving Note and the Term Note) (the “ Redemption Amount ”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “ Notice of Redemption ”) specifying the date for such

Optional Redemption (the “ Redemption Payment Date ”), which date shall be seven (7) days after the date of the Notice of Redemption (the “ Redemption Period ”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice shall be null and void.

3.1   Optional Conversion . Subject to the terms of this Article III, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IV), and, subject to the limitations set forth in Section 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest under this Note and fees due and payable under this Note, the Security Agreement and any other Security Documents with respect to this Note into fully paid and nonassessable shares of the Common Stock at the Fixed Conversion Price. Such conversion shall constitute complete satisfaction of the Principal Amount and/or accrued interest and fees so converted. For purposes hereof, subject to Section 3.6 hereof, the initial “ Fixed Conversion Price ” means (i) with respect to the first $3,500,000 of the aggregate principal amount converted pursuant to the terms of this Note, any other Minimum Borrowing Note or the Revolving Note (and all interest and fees related thereto), $0.19 per share of Common Stock and (ii) with respect to the remaining principal amount converted pursuant to the terms of this Note, any other Minimum Borrowing Note or the Revolving Note (and all interest and fees related thereto), $0.32 per share of Common Stock. The shares of Common Stock to be issued upon such conversion are herein referred to as the “ Conversion Shares. ”

3.2   Conversion Limitation . Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the amount by which (i) 9.99% of the issued and outstanding shares of Common Stock exceeds (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Parent. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

3.3   Mechanics of Holder’s Conversion . In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit B hereto (appropriately completed) (“ Notice of Conversion ”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The election to convert shall be irrevocable except (i) if an Event of Default has occurred and is continuing or (ii) if the Parent has consented to such a revocation. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “ Conversion Date ”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of Parent’s counsel within three (3) Business Days of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“ DTC ”) through its Deposit Withdrawal Agent Commission (“ DWAC ”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “ Delivery Date ”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the Conversion Date. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary and further provides Parent any information reasonably requested and pays any transfer taxes or other fees relating to the issuance of the shares in a name other than that of the Holder.

3.4   Fractional Shares . The Parent shall not be required to issue fractional shares of Common Stock upon any conversion of this Note. In lieu of any fractional shares of Common Stock that would otherwise be issuable upon conversion, the Parent shall pay the Holder an amount in cash equal to the product of such fraction multiplied by the then applicable Fixed Conversion Price.

3.5   Conversion Mechanics . The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conver