CYBER DIGITAL INC
EXHIBIT 10.2
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>f8kex102060807.htm
<DESCRIPTION>EXHIBIT 10.2
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<P>Exhibit 10.2</P><P align=right>EXECUTION COPY</P><U>
<P align=center>AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT</P></U>
<P>This AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT (this
"<B><U>Amendment</B></U>") is made and entered into as of June 8, 2007, by and
among eLEC Communications Corp., a New York corporation having an address at 75
South Broadway Suite 302 White Plains, NY 10601 ("<B><U>Seller</B></U>"), CYBD
Acquisition II, Inc., a New York corporation and wholly-owned subsidiary of
Cyber Digital (as defined below) having an address at 400 Oser Avenue,
Hauppauge, New York 11788 ("<B><U>Acquisition Sub</B></U>"), and Cyber Digital,
Inc., a New York corporation having an address at 400 Oser Avenue, Hauppauge,
New York 11788 ("<B><U>Cyber Digital</B></U>" and, together with Acquisition
Sub, collectively, "<B><U>Purchaser</B></U>"), to amend that certain Stock
Purchase Agreement, dated as of December 14, 2006, as amended to date, by and among Seller,
Acquisition Sub and Cyber Digital (as amended, the "<B><U>Agreement</B></U>").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement.</P><U>
<P align=center>RECITALS</P></U>
<P>WHEREAS, the parties to the Agreement desire to amend the Agreement in
accordance with the terms of this Amendment; and</P>
<P>WHEREAS, Section 10.08 of the Agreement provides that the Agreement may be
amended by a written instrument signed by the parties to the Agreement.</P>
<P>NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements hereinafter contained, and intending to be legally
bound hereby, the parties hereby agree as follows:</P>
<OL>
  <OL>
    <LI><A name=_Toc150931464><U>Section 3.05(a) of the Agreement; Definition of
    "Outside Date"</U>. <A name=_Ref151182116>Section 3.05(a) of the Agreement
    shall be deleted and replaced in its entirety with the following:</A>
    <P>"(a) at the election of either Purchaser or Seller at any time after June 22, 2007 (the "<B><U>Outside Date</B></U>"), if the Closing shall not have
    then occurred by the close of business on such date, provided that neither
    Purchaser nor Seller shall be entitled to terminate this Agreement on or
    after the Outside Date if the principal reason the transactions contemplated
    hereby shall not have been consummated by such time is the willful and
    material breach by such party (or in the case of Purchaser, by Cyber Digital
    or Acquisition Sub) of any of its or their obligations under this
    Agreement;"</P>
    <LI><A name=_Toc150931465></A><U>Governing Law</U>.</A> All of the terms,
    conditions, and other provisions of this Amendment shall be interpreted and
    governed by reference to the laws of the State of New York, and any dispute
    arising therefrom and the remedies available shall be determined in
    accordance with such laws without giving effect to the principles of
    conflicts of law.
    <LI><A name=_Toc150931469><U>Binding; No Assignment</U>. This Amendment and
    all of the provisions hereof shall be binding upon and inure to the benefit
    of the parties hereto and their respective successors and permitted assigns.
    Neither this Amendment nor any of the rights, interests or obligations
    hereunder shall be assigned by any of the parties hereto without the prior
    written consent of the other party, except by operation of law;
    <U>provided</U>, <U>however</U>, that (i) Acquisition Sub or Cyber Digital
    may assign all or part of this Amendment or its rights hereunder (a) to a
    Purchaser Affiliate, (b) to Laurus in connection with the New Note and the
    New Note Documents and (c) from and after the Closing, to a Person not a
    party to this Amendment which acquires all or substantially all of the
    assets of Acquisition Sub or Cyber Digital and who assumes all of the
    obligations of Acquisition Sub or Cyber Digital hereunder, as the case may
    be, provided in each such case that no such assignment shall release
    Acquisition Sub or Cyber Digital, as the case may be, from its duties and
    obligations hereunder, and (ii) Seller may assign all or part of this
    Amendment or its rights hereunder to an Affiliate of Seller who assumes all
    of the obligations of Seller hereunder, provided that no such assignment
    shall release Seller from its duties and obligations hereunder.
    <LI></A><U>Counterparts</U>. This Amendment may be executed simultaneously
    in two or more counterparts, each of which shall be deemed an original, but
    all of which together shall constitute one and the same instrument. <U>
    <LI>Headings</U>. The title of this Amendment and the headings of the
    Sections and Articles of and the Schedules to this Amendment are for
    reference purposes only and shall not be used in construing or interpreting
    this Amendment . <U>
    <LI>Construction</U>. Except as expressly set forth herein, all of the
    provisions of the Agreement shall remain in full force and effect in
    accordance with their terms, and this Amendment shall reaffirm the Agreement
    in all respects. In the event of any conflict or inconsistency between the
    provisions of this Amendment and the provisions of the Agreement, the
    provisions of this Amendment shall govern.</LI></OL></OL>
<P align=center>[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]</P><B>
<P align=center></P></B>
<P>IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered on the day and year first above written.</P>
<P>PURCHASER:</P>
<P>CYBD Acquisition II, INC.</P>
<P style=margin-top:0px;margin-bottom:0px>By: <U>/s/ J.C. Chatpar</P></U>
<P style=margin-top:0px;margin-bottom:0px>Name: J.C.
Chatpar</P>
<P style=margin-top:0px;margin-bottom:0px>Title: President</P>
<P>CYBER DIGITAL, INC.</P>
<P style=margin-top:0px;margin-bottom:0px>By: <U>/s/ J.C.
Chatpar</P></U>
<P style=margin-top:0px;margin-bottom:0px>Name: J.C. Chatpar</P>
<P style=margin-top:0px;margin-bottom:0px>Title: President and CEO</P>
<P>SELLER:</P>
<P>eLEC COMMUNICATIONS CORP.</P>
<P style=margin-top:0px;margin-bottom:0px>By: <U>/s/ Paul H.
Riss</P></U>
<P style=margin-top:0px;margin-bottom:0px>Name: Paul H. Riss</P>
<P style=margin-top:0px;margin-bottom:0px>Title: CEO</P></BODY></HTML>
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