BGL EXHIBIT 10(c) SECOND AMENDMENT TO SERVICES AGREEMENT SECOND AMENDMENT TO SERVICES AGREEMENT, dated as of October 1, 1995, by and between Brooke Management Inc., a Delaware corporation ("BMI"), having an office at 100 S.E. Second Street, 32nd...

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                                                                   BGL
                                                                   EXHIBIT 10(c)

                   SECOND AMENDMENT TO SERVICES AGREEMENT


                   SECOND AMENDMENT TO SERVICES AGREEMENT, dated as of October 
           1, 1995, by and between Brooke Management Inc., a Delaware 
           corporation ("BMI"), having an office at 000 X.X. Xxxxxx Xxxxxx, 
           00xx Xxxxx, Xxxxx, Xxxxxxx 00000, Brooke Group Ltd., a Delaware
           corporation ("BGL"), having an office at 000 X.X. Xxxxxx Xxxxxx, 
           00xx Xxxxx, Xxxxx, Xxxxxxx 00000, and Xxxxxxx Group Inc., a 
           Delaware corporation (the "Company"), having an office at 000 Xxxx 
           Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000.


                                 WITNESSETH:

                   WHEREAS, BMI and the Company are parties to a Services 
           Agreement, dated as of February 26, 1991, by and between BMI and 
           the Company, as amended by a First Amendment to Services Agreement, 
           dated as of November 30, 1993 (the Agreement, as so amended,
           hereinafter referred to as the Services Agreement ).

                   WHEREAS, BMI desires to assign to BGL and BGL desires to 
           assume the rights and obligations embodied in the Services 
           Agreement (the Assignment );

                   WHEREAS, the Company desires to consent to the Assignment; 
           and


                   WHEREAS, upon giving effect to the Assignment, BGL and the 
           Company wish to extend the term of the Services Agreement on the 
           terms set forth below;

                   NOW, THEREFORE, the parties hereto, intending to be legally 
           bound, hereby agree as follows:






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                   1.    Effective as of the date hereof, the Company hereby 
           consents to the Assignment and agrees that:


                         (i)   BGL shall be a permitted assignee of the rights 
                   and obligations of BMI pursuant to Section 6.02 of the
                   Services Agreement;
                   and   
                         (ii)  BMI shall have no further obligations under the 
                   Services Agreement.


                   2.    Section 2 of the Services Agreement is hereby amended 
           to provide for a termination date of November 30, 2001.


                   3.     Except as amended hereby, the terms and provisions 
           of the Services Agreement shall remain in full force and effect.

                   IN WITNESS WHEREOF, the parties hereto have duly executed 
           this Amendment to the Services Agreement as of the date first above 
           written.


                                       BROOKE MANAGEMENT INC.


                                       By:
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                                       BROOKE GROUP LTD.
 
                                       By:
                                          ------------------------

                                       XXXXXXX GROUP INC.


                                       By:
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