Urt Industries Inc – ‘10-K’ for 4/1/95 – EX-10.(GGGG)

As of:  Friday, 6/30/95   ·   For:  4/1/95   ·   Accession #:  891554-95-83   ·   File #:  0-06882

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         46    171K 
 2: EX-10.(EEEE)  Amended and Restated Employment Agreement           16     38K 
 3: EX-10.(FFFF)  Amended and Restated Employment Agreement           19     44K 
 4: EX-10.(GGGG)  Second Amendment to Stock Purchase Agreement         3     13K 
 5: EX-10.(HHHHY)  Second Amendment to Stock Purchase Agreement        4     15K 
 6: EX-10.(IIII)  Amendment No. 1 to Management and Intercorporate     2      8K 
 7: EX-21       Exhibit 22                                             1      4K 

EX-10.(GGGG)   —   Second Amendment to Stock Purchase Agreement

EX-10.(GGGG)
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                                                                Exhibit 10(gggg)

 SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT
------------------------

         AGREEMENT made this 14th day of December,  1994 between URT INDUSTRIES,
INC., a corporation  duly  organized and existing under the laws of the State of
Florida (the "Company"),  whose principal  offices are located at 3451 Executive
Way,  Miramar,  Florida 33025, and DAVID  JACKOWITZ,  whose address is 7045 Golf
Pointe Circle, Tamarac, Florida 33321 ("Jackowitz").                            

         On February 1, 1989,  the Company and  Jackowitz  entered  into a stock
         purchase  agreement  (the  "Stock  Purchase   Agreement")  under  which
         Jackowitz  agreed to purchase  an  aggregate  of 300,000  shares of the
         Company's  Class A common  stock  for an  aggregate  purchase  price of
         $60,000  at a rate  of  60,000  shares  per  year on the  first  day of
February of each year from 1990 through 1994.                 

         In 1990 and 1991, Jackowitz purchased an aggregate of 120,000 shares of
         such stock for a total  consideration of $24,000,  leaving a balance of
180,000 shares unpurchased.                                   

         By an amendment  to the Stock  Purchase  Agreement  dated March 1, 1992
         (the "First  Amendment"),  the Company  and  Jackowitz  agreed that the
         remaining  180,000  shares would be sold to Jackowitz  and purchased by
         him in 96 equal consecutive monthly  installments of 1,875 shares each,
         the first of which  would  occur on April 1, 1992 and that on each such
         installment  date,  Jackowitz would pay the Company $375 for the shares
purchased.                                                    

         Pursuant  to the Stock  Purchase  Agreement,  as  amended  by the First
         Amendment (the "Amended Stock  Purchase  Agreement"),  between April 1,
         1992 and September 1, 1994,  Jackowitz purchased an aggregate of 56,250
shares of the Company's Class A common stock for which        

EX-10.(GGGG)
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         he paid the Company an  aggregate  of $11,250  leaving an  aggregate of
         123,750 shares of such stock remaining  unpurchased  (the  "Unpurchased
Shares") under the Amended Stock Purchase Agreement.          

         The Company and Jackowitz have agreed that on and after October 1, 1994
         (the  "Effective  Date"),  the Company  shall not sell to Jackowitz and
         Jackowitz  shall not  purchase  from the Company any further  shares of
         stock under the Amended Stock Purchase  Agreement and wish to set forth
such agreement herein.                                        

IT IS, THEREFORE, AGREED THAT:                                

         1.  Effective  on and after  the  Effective  Date,  the  Amended  Stock
Purchase  Agreement  shall be terminated and have no further force or effect and
all of the provisions of this Agreement shall apply.                            

         2. As a  result  of such  termination  of the  Amended  Stock  Purchase
Agreement:                                                                      

              (a) from and after the Effective  Date,  the Company shall have no
obligation  to sell to Jackowitz  any of the  Unpurchased  Shares and  Jackowitz
shall have no obligation to pay to the Company any of the consideration therefor
which is provided for in the Amended Stock Purchase Agreement; and              

              (b)  Jackowitz  shall  have  no  right  to  purchase  any  of  the
Unpurchased  Shares and the Company  shall have no right to receive from him the
balance of the  consideration  which would have been  payable  under the Amended
Stock Purchase                                                                  

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Agreement if he had been obligated to purchase the Unpurchased Shares.          

         3. Both  parties  shall  execute  and  deliver  such other and  further
documents and take such other and further  action as either party may request at
any time for the purpose of further evidencing that all of the obligations under
the Amended Stock Purchase Agreement terminated effective on the Effective Date.

         4. This  Second  Amendment  shall be binding  upon the  Company and its
successors and assigns and upon Jackowitz and his heirs,  legal  representatives
and  assigns.  It may not be  altered,  amended  or  supplemented  except  by an
instrument in writing signed by both the Company and  Jackowitz.  It constitutes
the entire agreement of the parties with respect to the subject matter set forth
herein.                                                                         

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.                                           

WITNESSED ON BEHALF                                                             
OF THE COMPANY BY:                URT INDUSTRIES, INC.                          

/s/ Brian Wolk                    By:/s/ Allan Wolk (L.S.)                      
---------------------------          --------------------------------           
                          Chairman

/s/ Jason Wolk                                                                  
---------------------------                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/30/95
For Period End:		4/1/95							10-K/A
		10/1/94		2
		9/1/94		1
		4/1/92		1
		3/1/92		1
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