UNIVERSAL AUTOMOTIVE INDUSTRIES INC /DE/
AMENDMENT TO EMPLOYEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(G)
<SEQUENCE>6
<FILENAME>c68551ex10-g.txt
<DESCRIPTION>AMENDMENT TO EMPLOYEMENT AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10(g)

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT dated as of this 20th day of August, 2001 (the
"Amendment") to the Employment Agreement dated as of December 14, 1994 (the
"Employment Agreement"), as amended, by and between UNIVERSAL AUTOMOTIVE
INDUSTRIES, INC., a Delaware corporation (the "Company"), and Yehuda Tzur
("Employee"). Unless otherwise defined herein, terms defined in the Employment
Agreement are used herein as therein defined.

                                    RECITALS

         A. The Company recognizes that Employee has provided, and now is
providing, valuable services to the Company.

         B. The Company desires to motivate Employee to continue to provide his
services to the Company.

         C. Employee and the Company have agreed to revise the Employment
Agreement as it relates to severance payments.

         NOW, THEREFORE, in consideration of foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties hereto agree as follows:

         1. RECITALS. The recitals set forth above are incorporated by reference
herein and made a part hereof as if fully rewritten.

         2. TERMINATION OF EMPLOYMENT. Subparagraph (d) of paragraph 7 of the
Employment Agreement is duly amended and restated to read as follows:

                  (d) Termination With and Without Cause; Resignation. After
         January 1, 1998, the Board of Directors, by vote of a majority thereof,
         other than Employee, may terminate Employee's employment hereunder, at
         any time, upon ninety (90) days' written notice to Employee of such
         termination. Employee may voluntarily terminate his employment under
         this Agreement by giving Employer not less than sixty (60) days'
         written notice. Following the effective date of any termination without
         cause, Employer: (i) shall pay to Employee a severance payment in an
         amount equal to two (2) years' salary, as then in effect under the
         Employment Agreement, with such amounts to be paid in two (2) equal
         payments: one payment equal to fifty percent (50%) of the amount owed
         on the date that Employer notifies Employee of his termination (the
         "Termination Date"), and the final payment equal to the balance owed
         within sixty (60) days of the Termination Date; and (ii) shall continue
         to provide medical insurance and related health benefits to Employee at
         the level being provided as of the date of termination of employment
         (and to the extent the Employer is unable to provide continued
         insurance to Employee following termination of employment due to the
         fact that Employee is no longer employed by Employer or at any of its
         subsidiaries, then Employer shall provide to Employee on a monthly
         basis the amount of cash that it would have been required to pay to
         maintain comparable coverage on a monthly basis had Employee continued
         to be employed by Employer) until the earlier to occur of: (a) five (5)
         years after the date of termination without cause; or (b) the first
         date when Employee begins full time employment with another employer
         after such termination. In addition, Employer shall be obligated to pay
         the unpaid portion, if any, of the Employee's Base Salary and any
         expense reimbursement for the period through the effective date of


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         Employee's termination or resignation which is due and remains unpaid,
         Employee's share of any declared bonus and any entitlement due Employee
         under any stock, retirement or benefit plans. If Employer terminates
         Employee for "cause," or Employee resigns, Employer shall not have any
         obligation to pay Employee any severance payment but shall be obligated
         to pay all amounts set forth in the preceding sentence. For purposes of
         this Employment Agreement, cause shall mean: (a) the commission by
         Employee of theft or embezzlement of Employer's property or other acts
         of dishonesty; (b) the commission by the Employee of a crime resulting
         in injury to the business, property or reputation of Employer or any
         affiliate of Employer or commission of other significant activities
         harmful to the business or reputation of Employer or any affiliate of
         Employer; (c) the commission of an act by Employee in the performance
         of his duties hereunder determined by the Board of Directors of
         Employer to amount to gross, willful, or wanton negligence; or (d) any
         significant violation of any statutory or common law duty of loyalty to
         Employer. Employee shall not be deemed to have resigned if Employee's
         resignation is caused by a reduction in the base salary payable to
         Employee.

         3.       MISCELLANEOUS.

         a.       Counterparts. This Amendment may be executed in any number of
                  counterparts each of which shall be deemed to be an original,
                  but all of which taken together shall constitute one and the
                  same agreement.

         b.       Headings. Section headings herein are included for convenience
                  of reference only and shall not constitute a part of this
                  Amendment for any other purpose.

         c.       Governing Law. This amendment shall be governed by, and
                  construed and interpreted in accordance with, the law of the
                  State of Illinois.

         d.       Conflicts. All parties acknowledge that Shefsky & Froelich
                  Ltd. has provided legal services in the past for Employee, but
                  in preparing this Agreement, it has acted solely as counsel
                  for the Company and has advised Employee to retain independent
                  counsel with respect to the subject matter hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.

                                   UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.

                                   By:  /s/ Arvin Scott
                                      ----------------------------------------
                                   Title:  Chief Executive Officer
                                         -------------------------------------

                                   EMPLOYEE:

                                     /s/ Yehuda Tzur
                                   -------------------------------------------
                                   Yehuda Tzur




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