0000889812-99-001076 Sample Contracts

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RECITALS:
Employment Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
FORM OF WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
FIRST AMENDMENT TO THE TAX ALLOCATION AND INDEMNITY AGREEMENT
Allocation and Indemnity Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys

Amendment, dated as of May 29, 1998, to revise and prospectively apply the Affiliated Group, as defined in the Tax Allocation and Indemnity Agreement by and among Stellex Industries, Inc., (formerly Stellex Holdings Corp.), a Delaware corporation ("Parent"), TSMD Acquisition Corp., a Delaware corporation, Stellex Microwave Systems, Inc. (formerly W-J TSMD Inc.), a California corporation, (together "Stellex Microwave") KII Holding Corp., a Delaware corporation, and KII Acquisition Corp., Stellex Aerospace (formerly Kleinert Industries, Inc.), a California corporation, and its direct subsidiaries (together "Stellex Aerospace") dated as of October 31, 1997.

PRELIMINARY STATEMENTS:
Stellex Industries Inc • April 1st, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
FORM OF OPTION AGREEMENT UNDER THE KII HOLDING CORP. 1998 STOCK OPTION PLAN
Form of Option Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
W I T N E S S E T H :
Stellex Industries Inc • April 1st, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
Supplemental Indenture No. 1 to Indenture dated as of October 31, 1997 Re: 9 1/2% Senior Subordinated Notes due 2007
Stellex Industries Inc • April 1st, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
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