0001047469-03-032000 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 29th, 2003 • Magnetek Inc • Electronic components, nec • Tennessee

This Change of Control Agreement ("Agreement") is entered into on April 30, 2003 by and between Paul Schwarzbaum, an individual (the "Officer"), and MagneTek, Inc., a Delaware corporation (the "Company").

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AMENDMENT NO. 2 TO EXECUTIVE MANAGEMENT AGREEMENT
Executive Management Agreement • September 29th, 2003 • Magnetek Inc • Electronic components, nec

This Amendment No. 2 to Executive Management Agreement (this "Amendment") is made and entered into as of November 14, 2002, by and between Magnetek, Inc. (the "Company"), a Delaware corporation, and The Spectrum Group, Inc. ("Spectrum"), a California corporation.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 29th, 2003 • Magnetek Inc • Electronic components, nec • Delaware

THIS AGREEMENT is made as of December 30, 2002, among each of the stockholders of MXT Holdings, Inc., an Illinois corporation (the "Company"), each and all of whom are listed on the Stockholders List attached hereto as Exhibit A (collectively "Sellers" and individually a "Seller") and Magnetek, Inc., a Delaware corporation ("Purchaser").

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