SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
ALFA International Corp.
(Exact Name of Registrant as Specified in Its Charter)
____________________________________________________
NEW JERSEY 22-2216835
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
______________________________________________________________________
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
(Address of Principal Executive offices) (Zip Code)
_________________________________________________
Consulting Agreement
(Full Title of the Plan)
_______________________
Copies to:
Frank J. Drohan, President and Adam S. Gottbetter., Esq.
Chief Executive Officer Kaplan Gottbetter & Levenson LLP
Alfa International Corp. 630 Third Avenue
50 S. Buckhout St., Irvington, N.Y. 10533 New York, N.Y. 10017
(914) 591-1994 212-983-0532
(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)
__________________________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
to be to be Price Per Offering Registration
Registered Registered Per Share(1) Price(1) Fee
____________________________________________________________________________
Common Stock, 2,000,000 $0.25 to $1.00 $ 1,250,000 $347.50
par value $.01 shares
per share
_____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the
basis of the average of the high and low bid prices of the Common Stock
of the Registrant on January 25, 1999 as reported by .the OTC
Electronic Bulletin Board.
Alfa International Corp (the "Company" or the "Registrant") is registering
2,000,000 shares of Common Stock, $.01 par value per share ("Common Stock"),
all of which are reserved for issuance under the stock options issued
pursuant to the consulting agreement dated January 20, 1999 between the
Company and William G. Brown and Gary Todd. (the "Agreement").
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
_______________________________________
Incorporated herein by reference are the following documents of the Company
filed with the Securities and Exchange Commission ("Commission"):
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1998, June 30,1998 and September 30, 1998;
(c) The description of the Company's Common Stock set forth in (1) the
Company's Registration Statement on Form S-1 (File No. 33-18591) filed
with the Commission and (2) the Company's Report on Form 8-K Dated August
12, 1996 filed with the Commission.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that the securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
<PAGE>
Item 4. Description of Securities
_________________________
Not Applicable.
Item 5. Interests of Named Experts and Counsel
______________________________________
Not Applicable
Item 6. Indemnification of Directors and Officers
_________________________________________
Article VIII of the Registrant's By-laws provides that, without
limitation, the Corporation shall indemnify a corporate agent against his
expenses and liabilities in connection with any proceeding involving a
corporate agent by reason of his being or having been such a corporate agent
to the full extent permitted by the New Jersey Business Corporation Act.
Article VIII of the Registrant's By-laws further provides that
expenses incurred by a corporate agent in connection with a proceeding may be
paid by the Corporation in advance of the final disposition of the proceeding
as authorized by the Board of Directors upon receipt of an undertaking by or
on behalf of the corporate agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation.
Item 7. Exemption from Registration Claimed
___________________________________
Not Applicable.
Item 8. Exhibits
________
See list of Exhibits in the Exhibit Index.
Item 9. Undertakings
____________
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
<PAGE>
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Irvington and the state of New York, on January 29,
1999.
ALFA INTERNATIONAL CORP.
By: /s/ Frank J. Drohan
___________________
Frank J. Drohan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
/s/ Frank J. Drohan President, Chief Executive February 8, 1999
____________________ Officer and Director
Frank J. Drohan (Principal Executive and
Financial Officer)
/s/ Charles P Kuczynski Vice President and February 8, 1999
_______________________ Secretary
Charles P. Kuczynski
<PAGE>
Form S-8 Registration Statement
ALFA INTERNATIONAL CORP.
EXHIBIT INDEX
________________________________
Exhibit
No. Description of Exhibit
___ ______________________
4.1* Articles of Incorporation, as amended
4.2* Bylaws
4.3 Stock Option Agreements between Registrant and
William G. Brown (filed herewith)
4.4 Stock Option Agreements between Registrant and
Gary Todd (filed herewith)
5. Opinion of Kaplan Gottbetter & Levenson, LLP
(filed herewith)
23.1 Consent of Wiss & Company
(filed herewith)
23.2 Consent of Kaplan Gottbetter & Levenson, LLP
(included in Exhibit 5)
99 Consulting Agreement between Registrant and
William G. Brown and Gary Todd dated January 20,
1999 incorporating stock option grants. (filed
herewith)
* Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (File No. 33-18591) filed with the Securities and Exchange
Commission and incorporated herein by reference.
STOCK OPTION AGREEMENT
dated as of January 20, 1999, between
Alfa International Corp., a New Jersey Corporation (the "Company"),
and
William G. Brown ("Optionee").
RECITAL:
- --------
Optionee desires to acquire from the Company, and the Company desires to
grant to Optionee, the option to purchase shares of the Company's $.01 par
value common stock ("Common Stock").
AGREEMENT:
- ----------
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Grant of Option. Subject to and upon the terms and conditions
set forth herein, the Company hereby grants to Optionee an option to purchase
up to 500,000 shares of Common Stock (the "Optioned Shares") from time to time
uring the option term. The Optioned Shares shall be entitled to any and all of
he accompanying rights, warrants, or other benefits associated with the Common
Stock in existence at the time which the Optionee elects to exercise such
option.
2. Exercise Price. The purchase price for the Optioned Shares
shall be $0.75 per share of Common Stock.
3. Term of Option. The term of this option shall commence on the
date hereof and shall expire on the earlier of (1) three (3) years after the
date of this agreement, or (2) the date of termination, in accordance with its
provisions, of that certain Consulting Agreement between the Company and
Optionee of even date herewith.
4. Anti-dilution.
a. The number and character of the Optioned Shares to be
purchased upon the exercise of the option herein shall be subject to adjustment
as provided in this paragraph. If, after the date hereof, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a subdivision or split-up of shares of Common
Stock, or the number of outstanding shares of Common Stock is decreased by a
combination or reclassification of shares of Common Stock, or the Company
shall pay or make a dividend or other distribution with respect to Common Stock
(other than in cash or shares of Common Stock), or in case of any capital
reorganization or of any reclassification of the Common Stock or any change in
the outstanding Common Stock as a result of the consolidation or merger of the
Company with or into any other corporation, or the sale of the properties and
assets of the Company to any other corporation, or any other transaction that
affects the shares of the Company in a manner, similar to the foregoing, then
this option shall after the effective date of such stock dividend, subdivision,
split-up combination, reclassification, dividend, other distribution, capital
reorganization, merger, sale or other transaction entitle the purchaser
<PAGE>
hereunder to purchase the kind and number of shares of stock or other
securities or property to which such purchaser would have been entitled if it
had held the Common Stock purchasable upon the exercise of this option
immediately prior to such transactions.
b. Nothing herein shall in anyway affect the right of the
Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
5. Status of Optionee.
a. Optionee shall not have any of the rights of a
shareholder with respect to the Optioned Shares, unless and until Optionee
shall have exercised the option granted herein, paid the option price and
been issued a stock certificate for the Optioned Shares.
b. Once the option is exercised, the Optionee shall be
entitled to any rights, warrants, or other options accompanying the shares
issued.
6. Manner of Exercise. This option shall be exercisable by
giving notice thereof to the Company at any time within three years after the
date of this Agreement. Such notice shall be in writing, addressed to the
Company, signed by or on behalf of Optionee and stating the election of
Optionee to exercise this option.
7. Closing. The closing of the purchase of the Optioned Shares
pursuant to the exercise of the option granted herein shall take place at the
offices of the Company on the tenth (10th) business day following the day
written notice of the election to exercise this option is given, or such other
time and place as may be agreed upon between the Company and Optionee. At the
closing, the Company will deliver to Optionee a stock certificate representing
the number of Optioned Shares purchased pursuant to such exercise of the
option, and the purchaser shall deliver to the Company the amount of the full
purchase price for such shares. The exercise of the option granted herein
and the issuance of the Optioned Shares upon such exercise shall be subject to
compliance by the Company and Optionee with all applicable laws relating
thereto.
8. Binding Effect. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.
9. Attorneys' Fees. In case of any action or proceeding to
compel compliance with, or for a breach of, any of the terms and conditions
of this Agreement,the Optionee shall be entitled to recover from the Company
all costs of such action or proceeding, including without limitation
reasonable attorneys' fees, costs and disbursements.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
"THE COMPANY':
Alfa International Corp.
By /s/Frank J. Drohan
_______________________
Frank J. Drohan
President
"OPTIONEE":
William G. Brown
By /s/William G. Brown
_______________________
William G. Brown
STOCK OPTION AGREEMENT
dated as of January 20, 1999, between
Alfa International Corp., a New Jersey Corporation (the "Company"),
and
William G. Brown ("Optionee").
RECITAL:
- --------
Optionee desires to acquire from the Company, and the Company desires
to grant to Optionee, the option to purchase shares of the Company's $.01 par
value common stock ("Common Stock").
AGREEMENT:
- ----------
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Grant of Option. Subject to and upon the terms and conditions
set forth herein, the Company hereby grants to Optionee an option to purchase
up to 500,000 shares of Common Stock (the "Optioned Shares") from time to time
during the option term. The Optioned Shares shall be entitled to any and all
of the accompanying rights, warrants, or other benefits associated with the
Common Stock in existence at the time which the Optionee elects to exercise
such ption.
2. Exercise Price. The purchase price for the Optioned Shares
shall be $1.00 per share of Common Stock.
3. Term of Option. The term of this option shall commence on the
date hereof and shall expire the earlier of (1) three (3) years after the
date of this agreement, or (2) the date of termination, in accordance with its
provisions, of that certain Consulting Agreement between the Company and
Optionee of even date herewith.
4. Anti-dilution.
a. The number and character of the Optioned Shares to be
purchased upon the exercise of the option herein shall be subject to adjustment
as provided in this paragraph. If, after the date hereof, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a subdivision or split-up of shares of Common
Stock, or the number of outstanding shares of Common Stock is decreased by a
combination or reclassification of shares of Common Stock, or the Company
shall pay or make a dividend or other distribution with respect to Common Stock
(other than in cash or shares of Common Stock), or in case of any capital
reorganization or of any reclassification of the Common Stock or any change in
the outstanding Common Stock as a result of the consolidation or merger of the
Company with or into any other corporation, or the sale of the properties and
assets of the Company to any other corporation, or any other transaction that
affects the shares of the Company in a manner, similar to the foregoing, then
this option shall after the effective date of such stock dividend, subdivision,
split-up combination, reclassification, dividend, other distribution, capital
<PAGE>
reorganization, merger, sale or other transaction entitle the purchaser
hereunder to purchase the kind and number of shares of stock or other
securities or property to which such purchaser would have been entitled if it
had held the Common Stock purchasable upon the exercise of this option
immediately prior to such transactions.
b. Nothing herein shall in anyway affect the right of the
Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
5. Status of Optionee.
a. Optionee shall not have any of the rights of a
shareholder with respect to the Optioned Shares, unless and until Optionee
shall have exercised the option granted herein, paid the option price and been
issued a stock certificate for the Optioned Shares.
b. Once the option is exercised, the Optionee shall be
entitled to any rights, warrants, or other options accompanying the shares
issued.
6. Manner of Exercise. This option shall be exercisable by
giving notice thereof to the Company at any time within three years after the
date of this Agreement. Such notice shall be in writing, addressed to the
Company, signed by or on behalf of Optionee and stating the election of
Optionee to exercise this option.
7. Closing. The closing of the purchase of the Optioned Shares
pursuant to the exercise of the option granted herein shall take place at the
offices of the Company on the tenth (10th) business day following the day
written notice of the election to exercise this option is given, or such other
time and place as may be agreed upon between the Company and Optionee. At the
closing, the Company will deliver to Optionee a stock certificate representing
the number of Optioned Shares purchased pursuant to such exercise of the
option, and the purchaser shall deliver to the Company the amount of the full
purchase price for such shares. The exercise of the option granted herein
and the issuance of the Optioned Shares upon such exercise shall be subject to
compliance by the Company and Optionee with all applicable laws relating
thereto.
8. Binding Effect. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.
9. Attorneys' Fees. In case of any action or proceeding to
compel compliance with, or for a breach of, any of the terms and conditions
of this Agreement, the Optionee shall be entitled to recover from the Company
all costs of such action or proceeding, including without limitation
reasonable attorneys' fees, costs and disbursements.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
"THE COMPANY':
Alfa International Corp.
By /s/Frank J. Drohan
_______________________
Frank J. Drohan
President
"OPTIONEE":
William G. Brown
By /s/William G. Brown
________________________
William G. Brown
STOCK OPTION AGREEMENT
dated as of January 20, 1999, between
Alfa International Corp., a New Jersey Corporation (the "Company"),
and
Gary Todd ("Optionee").
RECITAL:
- --------
Optionee desires to acquire from the Company, and the Company desires to
grant to Optionee, the option to purchase shares of the Company's $.01 par
value common stock ("Common Stock").
AGREEMENT:
- ----------
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Grant of Option. Subject to and upon the terms and conditions
set forth herein, the Company hereby grants to Optionee an option to purchase
up to 500,000 shares of Common Stock (the "Optioned Shares") from time to time
during the option term. The Optioned Shares shall be entitled to any and all
of the accompanying rights, warrants, or other benefits associated with the
Common Stock in existence at the time which the Optionee elects to exercise
such option.
2. Exercise Price. The purchase price for the Optioned Shares
shall be $0.25 per share of Common Stock.
3. Term of Option. The term of this option shall commence on the
date hereof and shall expire on the earlier of (1) three (3) years after the
date of this agreement, or (2) the date of termination, in accordance with its
provisions, of that certain Consulting Agreement between the Company and
Optionee of even date herewith.
4. Anti-dilution.
a. The number and character of the Optioned Shares to be
purchased upon the exercise of the option herein shall be subject to adjustment
as provided in this paragraph. If, after the date hereof, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a subdivision or split-up of shares of Common
Stock, or the number of outstanding shares of Common Stock is decreased by a
combination or reclassification of shares of Common Stock, or the Company
shall pay or make a dividend or other distribution with respect to Common Stock
(other than in cash or shares of Common Stock), or in case of any capital
reorganization or of any reclassification of the Common Stock or any change in
the outstanding Common Stock as a result of the consolidation or merger of the
Company with or into any other corporation, or the sale of the properties and
assets of the Company to any other corporation, or any other transaction that
affects the shares of the Company in a manner, similar to the foregoing, then
this option shall after the effective date of such stock dividend, subdivision,
split-up combination, reclassification, dividend, other distribution, capital
reorganization, merger, sale or other transaction entitle the purchaser
<PAGE>
hereunder to purchase the kind and number of shares of stock or other
securities or property to which such purchaser would have been entitled if it
had held the Common Stock purchasable upon the exercise of this option
immediately prior to such transactions.
b. Nothing herein shall in anyway affect the right of the
Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
5. Status of Optionee.
a. Optionee shall not have any of the rights of a
shareholder with respect to the Optioned Shares, unless and until Optionee
shall have exercised the option granted herein, paid the option price and
been issued a stock certificate for the Optioned Shares.
b. Once the option is exercised, the Optionee shall be
entitled to any rights, warrants, or other options accompanying the shares
issued.
6. Manner of Exercise. This option shall be exercisable by
giving notice thereof to the Company at any time within three years after the
date of this Agreement. Such notice shall be in writing, addressed to the
Company, signed by or on behalf of Optionee and stating the election of
Optionee to exercise this option.
7. Closing. The closing of the purchase of the Optioned Shares
pursuant to the exercise of the option granted herein shall take place at the
offices of the Company on the tenth (10th) business day following the day
written notice of the election to exercise this option is given, or such other
time and place as may be agreed upon between the Company and Optionee. At the
closing, the Company will deliver to Optionee a stock certificate representing
the number of Optioned Shares purchased pursuant to such exercise of the
option, and the purchaser shall deliver to the Company the amount of the full
purchase price for such shares. The exercise of the option granted herein
and the issuance of the Optioned Shares upon such exercise shall be subject to
compliance by the Company and Optionee with all applicable laws relating
thereto.
8. Binding Effect. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.
9. Attorneys' Fees. In case of any action or proceeding to
compel compliance with, or for a breach of, any of the terms and conditions of
this Agreement, the Optionee shall be entitled to recover from the Company
all costs of such action or proceeding, including without limitation
reasonable attorneys' fees, costs and disbursements.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
"THE COMPANY':
Alfa International Corp.
By /s/Frank J. Drohan
_______________________
Frank J. Drohan
President
"OPTIONEE":
Gary Todd
By /s/Gary Todd
________________________
Gary Todd
STOCK OPTION AGREEMENT
dated as of January 20, 1999, between
Alfa International Corp., a New Jersey Corporation (the "Company"),
and
Gary Todd ("Optionee").
RECITAL:
- --------
Optionee desires to acquire from the Company, and the Company desires
to grant to Optionee, the option to purchase shares of the Company's $.01 par
value common stock ("Common Stock").
AGREEMENT:
- ----------
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Grant of Option. Subject to and upon the terms and conditions
set forth herein, the Company hereby grants to Optionee an option to purchase
up to 500,000 shares of Common Stock (the "Optioned Shares") from time to time
during the option term. The Optioned Shares shall be entitled to any and all
of the accompanying rights, warrants, or other benefits associated with the
Common Stock in existence at the time which the Optionee elects to exercise
such option.
2. Exercise Price. The purchase price for the Optioned Shares
shall be $0.50 per share of Common Stock.
3. Term of Option. The term of this option shall commence on the
date hereof and shall expire on the earlier of (1) three (3) years after the
date of this agreement, or (2) the date of termination, in accordance with its
provisions, of that certain Consulting Agreement between the Company and
Optionee of even date herewith.
4. Anti-dilution.
a. The number and character of the Optioned Shares to be
purchased upon the exercise of the option herein shall be subject to adjustment
as provided in this paragraph. If, after the date hereof, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a subdivision or split-up of shares of Common
Stock, or the number of outstanding shares of Common Stock is decreased by a
combination or reclassification of shares of Common Stock, or the Company
shall pay or make a dividend or other distribution with respect to Common Stock
(other than in cash or shares of Common Stock), or in case of any capital
reorganization or of any reclassification of the Common Stock or any change in
the outstanding Common Stock as a result of the consolidation or merger of the
Company with or into any other corporation, or the sale of the properties and
assets of the Company to any other corporation, or any other transaction that
affects the shares of the Company in a manner, similar to the foregoing, then
this option shall after the effective date of such stock dividend, subdivision,
split-up combination, reclassification, dividend, other distribution, capital
reorganization, merger, sale or other transaction entitle the purchaser
<PAGE>
hereunder to purchase the kind and number of shares of stock or other
securities or property to which such purchaser would have been entitled if it
had held the Common Stock purchasable upon the exercise of this option
immediately prior to such transactions.
b. Nothing herein shall in anyway affect the right of the
Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
5. Status of Optionee.
a. Optionee shall not have any of the rights of a
shareholder with respect to the Optioned Shares, unless and until Optionee
shall have exercised the option granted herein, paid the option price and
been issued a stock certificate for the Optioned Shares.
b. Once the option is exercised, the Optionee shall be
entitled to any rights, warrants, or other options accompanying the shares
issued.
6. Manner of Exercise. This option shall be exercisable by
giving notice thereof to the Company at any time within three years after the
date of this Agreement. Such notice shall be in writing, addressed to the
Company, signed by or on behalf of Optionee and stating the election of
Optionee to exercise this option.
7. Closing. The closing of the purchase of the Optioned Shares
pursuant to the exercise of the option granted herein shall take place at the
offices of the Company on the tenth (10th) business day following the day
written notice of the election to exercise this option is given, or such other
time and place as may be agreed upon between the Company and Optionee. At the
closing, the Company will deliver to Optionee a stock certificate representing
the number of Optioned Shares purchased pursuant to such exercise of the
option, and the purchaser shall deliver to the Company the amount of the full
purchase price for such shares. The exercise of the option granted herein
and the issuance of the Optioned Shares upon such exercise shall be subject to
compliance by the Company and Optionee with all applicable laws relating
thereto.
8. Binding Effect. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.
9. Attorneys' Fees. In case of any action or proceeding to
compel compliance with, or for a breach of, any of the terms and conditions
of this Agreement, the Optionee shall be entitled to recover from the Company
all costs of such action or proceeding, including without limitation
reasonable attorneys' fees, costs and disbursements.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
"THE COMPANY':
Alfa International Corp.
By /s/Frank J. Drohan
______________________
Frank J. Drohan
President
"OPTIONEE":
Gary Todd
By /s/ Gary Todd
______________________
Gary Todd
LETTERHEAD OF KAPLAN GOTTBETTER & LEVENSON, LLP
February 9, 1999
Alfa International Corp
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
Gentlemen:
We have acted as counsel to Alfa International Corp., a New Jersey
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") with respect to the offering by the Company of
2,000,000 shares (the "Shares") of the Common Stock, $.Ol par value per
share, of the Company pursuant to: (i) a certain Consulting Agreement, dated
January 20, 1999, between the Company and Messrs. William G. Brown and Gary
Todd as principals of Continental International Trading Corp.(the "Plan");
(ii) two Stock Option Agreements, each dated as of January 20, 1999, by and
between the Company and William G. Brown (the "Brown Agreements"); (iii) and
two Stock Option Agreements, each dated as of January 20, 1999, by and
between the Company and Gary Todd (collectively with the Brown Agreements,
the "Option Agreements").
In connection with this opinion, we have examined copies of the
Registration Statement, the Plan, the Option Agreements and such other
documents and records of the Company as we have deemed necessary.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures thereto, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies and we have relied
upon the aforesaid documents with respect to the accuracy of material factual
matters contained therein. We have also assumed, without verification, the due
authorization, execution and delivery by each party thereto other than
the Company of each of the Plan and the Option Agreements and that each of such
agreements constitutes the legal, valid and binding obligation of such party,
and is enforceable against such party in accordance with its respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally or by the exercise of judicial discretion in accordance with
general principles of equity.
<PAGE>
As to factual matters relevant to our opinion which were not independently
established, we have also relied, without independent verification, upon the
representations contained in an Officer's Certificate, of even date herewith,
Furnished by the President of the Company.
We have also assumed for the purpose of this opinion that the grants of
options under the Plan and the Option Agreements have been or will be made in
accordance with the terms and conditions of the Plan and the Option Agreements.
Based upon the foregoing and subject to the qualifications and limitations
herein contained, we are of the opinion that the Shares have been duly
authorized and reserved for issuance pursuant to the terms of the Plan and the
Option Agreements and that, when issued in accordance with the terms of the
Plan and the Option Agreements by all necessary corporate action on the part
of the Company, the Shares will be validly issued, fully paid
and non-assessable.
The opinion expressed herein is subject to the following additional
Limitations, qualifications and exceptions:
(a) We disclaim any opinion as to (i) the validity or enforceability
of any indemnification and contribution provisions of the Plan or the Option
Agreements; and (ii) any provisions relating to choice of governing law, which
choice may depend upon factual circumstances and the laws of other
jurisdictions.
(b) We note that we are members of the bars of the States of New York
and New Jersey and express no opinion as to the effect on the matters covered
herein of the laws of any jurisdiction other than the States of New York and
New Jersey and the Federal securities laws of the United States.
(c) We express no opinion on the validity, binding effect or
enforceability under the provisions of the Plan or the Option Agreements: (i)
which waive any rights afforded to any party thereto under any statute or
constitutional provision; (ii) winch waive broadly or vaguely stated rights or
future rights, or waive certain rights or defenses to obligations, in each
case, where such waivers are against statutes, laws or public policy; (iii)
that provide that injunctive relief or specific performance may be available
as a remedy for breach of any of the Plan or the Option Agreements, or(v) the
breach of which a court of competent jurisdiction concludes is not material
or does not adversely affect the non-breaching party.
(d) Our opinions on the binding effect and enforceability of any
obligation are subject to limitations resulting from the effects of: (i)
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance, arrangement and assignment for the benefit of creditors laws and
similar laws or judicially developed doctrines, and (ii) general principles of
equity, whether applied by a court of law or a court of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
<PAGE>
Subject to the foregoing sentence, this opinion is limited to the matters
expressly stated herein and is rendered solely for your benefit and may not be
quoted or relied upon for any other purpose or by any other person.
Very truly yours
KAPLAN GOTTBETTER & LEVENSON, LLP
By: /s/Kaplan Gottbetter & Levenson, LLP
____________________________________
Alfa International Corp.
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our Report dated March 5, 1998
appearing on page F-1 of Alfa International Corp.'s Annual report on
Form 10-KSB for the year ended December 31, 1997.
WISS & COMPANY, LLP
Livingston, New Jersey
February 8, 1999
CONSULTING AGREEMENT
This consulting agreement (the "Agreement") is entered into this 20th day
of January 1999 by Alfa International Corp., a corporation organized under the
laws of the State of New Jersey ("Alfa"), Ty-Breakers Corp., a corporation
organized under the laws of the State of New York ("Ty-Breakers") and Auto-
Pilot, Inc., a corporation organized under the laws of the State of Delaware
("API") all of whom maintain their offices at 50 South Buckhout Street,
Irvington-On-Hudson, New York 10533, on the one hand, and, William G. Brown and
Gary Todd, as principals in Continental International Trading Corp., who
maintain their office at 128 Sand Lane, Staten Island, N.Y. 10305 (the
"Consultants"), on the other hand. Alfa, Ty-Breakers and API are sometimes
referred to herein as the "Companies" and Alfa, Ty-Breakers, API and the
Consultants are sometimes referred to herein as a "Party" or the "Parties".
W I T N E S E T H :
_________________
WHEREAS Alfa is a holding company and a publicly traded corporation,
whose common stock is traded on NASDAQ's OTC Electronic Bulletin Board under
the symbol "TYBR", and
WHEREAS API is a private company and has developed and has proprietary
rights in a single board micro computer device known as the Reconfigurable
Computer Node (the "RCN"), and
WHEREAS Alfa has completed a private placement of its securities, has
acquired and funded Ty-Breakers, and is now desirous of further developing its
business through (I) the acquisition of API and the acquisition of a company in
the machinery marketing business (collectively, the "Targets"), (both of which
Targets are described in the confidential memorandum attached hereto as Exhibit
A) as well as acquiring a software company synergistic with API, (II) through
the international expansion of Ty-Breakers' marketing efforts, (III) through
executing licensing agreements for certain of API's technology, and (IV)
through the start-up and development of a subsidiary in Russia or Israel to
design software products both for API and otherwise.
WHEREAS Alfa has, as generally described in Alfa's Report on Form 10-KSB
for the period ended 12/31/97 attached hereto as Exhibit B, acquired
Ty-Breakers and conducted preliminary discussions with two of the Targets, and
WHEREAS the Consultants have expertise in (1) the structuring of mergers &
acquisitions, (2) international markets & marketing to such international
markets, and (3) the laws, commerce, customs and business practices &
conditions in Russia and Israel as well as numerous personal & business
contacts in Russia and Israel, and
WHEREAS the Consultants have agreed to act as the Company's non-exclusive
Consultants for the matters covered by this Agreement, and
WHEREAS the Consultants understand and acknowledge the importance of
maintaining the secrecy and confidentiality of all information relating to or
concerning the RCN, including but not limited to: circuit diagrams, parts
lists, run lists, drawings, blueprints, prototype circuits, products, computer
programs, hardware, software, documents, manuals, notes, photographs, customer
>PAGE>
lists, customer notes, sales materials, customer proposals, sales orders,
things and information, whether oral or written, relating to the RCN as well
as all other confidential information relating to API, Alfa, Ty-Breakers and
the Targets (the "Proprietary Information"), and
WHEREAS the Consultants have received and are desirous of receiving
confidential information relating to the RCN from API and other confidential
information relating to Alfa, Ty-Breakers and the Targets, including the
Proprietary Information, and
WHEREAS the Consultants have, prior to the date hereof, and on a
continuing basis to date, provided corporate finance advice to Alfa and
management consulting and international marketing advice to the Companies
without compensation; and Consultants agree, to provide such services and
advice to Alfa, Ty-Breakers (and should Alfa acquire one or both of the
Targets, to the Targets) subsequent to the date hereof, relating to among
other things:
(a) the corporate structure of and advisability of future acquisitions
by Alfa relating to the acquisition by Alfa of one or more of the
Targets as wholly owned subsidiaries or relating to the acquisition
by Alfa of any other wholly owned subsidiary(s).
(b) the provision of marketing and consulting advice to Ty-Breakers
with respect to (1) marketing and/or licensing of its products
outside the United States, (2) obtaining a license agreement with
the National Hockey League, and (3) the direct marketing of its
Tyvek and Kensel jackets on Russian National television.
(c) the sale and/or license by API of the western European and/or Asian
marketing rights and/or manufacturing rights to API's RCN product
line.
(d) the organization, start-up, advice regarding financing (including
government financing) and management of a Russian OR Israeli
domiciled corporation at the Mofet B'Yehuda incubator (or similar
Israeli or Russian incubator) which will be a wholly owned
subsidiary of API.
(e) identifying, structuring the transactions and conducting
appropriate due diligence reviews thereof for suitable
acquisition candidates for Alfa.
(f) consulting on such other matters, as the Parties deem desirable and
advisable.
NOW THEREFORE, for and in consideration of the compensation to be paid and
the services previously rendered and to be rendered under the terms of this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged by the Parties, the Parties hereto
covenant and agree as follows:
1. The above stated preamble clauses are all incorporated herein as if
fully set forth in the body of this Agreement.
2. The term of this Agreement (the "Term") shall be for three years
beginning on the first day of January 1999 unless otherwise terminated in
<PAGE>
accordance with the provisions of this Agreement. Either Party may terminate
this Agreement at any time prior to the expiration of the Term for any reason
whatsoever, but no such termination shall deprive the Consultants of their
rights to their compensation as described in section 4(i) hereof. Any Party
desiring to terminate this Agreement prior to the expiration of the Term may do
so by notifying the other Party, in accordance with the provisions of section
22 hereof, of its intention to do so.
3. Ty-Breakers agrees to provide Consultants with 100 copies of its
retail product catalog and with 2 samples of each jacket displayed in such
catalog. Consultants will arrange for a presentation of the Ty-Breakers product
line to Ms. Aida Todd at the government owned Russian Television Network for
inclusion in its "Show Channel" which is the Russian version of the "home
shopping network".
4. API has disclosed certain portions of the Proprietary Information
to Consultants and agrees to disclose to the Consultants such further
portions of the Proprietary Information which, in the sole judgement of API,
is necessary to enable the Consultants to determine the needs and
requirements of API. Consultants agree to exert their best efforts to assist
API in accomplishing the following:
(i) to locate a suitable western European corporation and a suitable
Asian corporation in the electronics marketing and/or manufacturing
business (the "Licensees"), which Licensees will be acceptable to
API, and to negotiate on behalf of API a definitive marketing
rights agreement with each such Licensee whereby Licensees will
be granted the exclusive marketing rights in western Europe or in
Asia, as the case may be, for API's product line (including the
RCN and follow on products) and API will be paid a sum of not
less than one million dollars (the "License Fee") by each such
Licensee in exchange for granting Licensees such rights. If such
License Fee(s) is/are paid to the Company during the Term then
Consultants shall be entitled, in addition to the compensation set
forth in Section 13 hereof, to a finder's fee of five percent (5%)
of each such License Fee.
(ii) to enable API to open, staff and operate an Israeli or Russian
domiciled corporation for the purpose of continued research and
development of follow on and upgrade products for its RCN product
line. In this regard Consultants will assist API to initiate
negotiations with Russian private companies and/or individuals or
to conclude negotiations with Israeli Government authorities
(either Mofet'B'Yehuda or other similar Israeli authority as
generally outlined in their letter to API); and to secure such
assistance, both financial and otherwise, as may be available for
such a Russian or Israeli domiciled enterprise from agencies of
the government of Russia or Israel. The Consultants agree, among
other things, to provide API and Alfa with such corporate finance
and management advice as is necessary to assist API in the
negotiation of financing terms and tax abatement issues with the
Economic Development Administration (or other such appropriate
agency) of the government of Russia or Israel and with local
Russian or Israeli banking institutions, as the case may be.
<PAGE>
5. The Companies agree to disclose to the Consultants such corporate
and financial information about their past and present operations to allow the
Consultants to develop a corporate structure and strategy to accomplish Alfa's
objectives.
6. The Consultants agree to treat as confidential any and all
information obtained from the Companies pursuant to this Agreement, and to that
end the Consultants further agree:
(a) except in the interest of fulfilling their obligations under
this Agreement, to not disclose the Proprietary Information, or any portion
thereof to third parties; and
(b) to keep any and all of the Proprietary Information obtained
under this Agreement in strict confidence and to segregate the Proprietary
Information in a safe and secure location to which only persons authorized
herein to use such information have access; and
(c) to insure that the Proprietary Information, or any portion
thereof, is disclosed only to those employees of the Consultants who have a
need to know the Proprietary Information and to advise those employees to
whom the Proprietary Information is disclosed of its confidential nature and
of the Consultants' obligation to treat such Proprietary Information as
confidential and to the extent such employees are likewise obligated to
maintain such Proprietary Information in confidence in accordance with the
terms of this Agreement.
7. The Consultants shall be responsible for the acts or omissions of
any of their employees, affiliates or agents to whom the Consultants shall
disclose the Proprietary Information or any portion thereof and the Consultants
hereby warrant and guarantee the full and substantial performance by such
employees, affiliates or agents of the terms, conditions and obligations of
confidentiality of this Agreement.
8. The Consultants agree not to use the Proprietary Information, or
any portion thereof, for any purpose other than that contemplated by this
Agreement.
8.1 In the event of the termination of this Agreement prior to the
expiration of the Term, then, all compensation due to the Consultants, if any,
which remains unpaid, shall immediately become due and payable upon such
termination of this Agreement.
8.2 The Consultants agree that at the end of the Term, or if any of the
Companies at any time during the Term notifies the Consultants or if the
Consultants, or any one of them, at any time during the Term notifies any of
the Companies, of their election to terminate this Agreement, then the
Consultants shall return to Alfa within two weeks of such notification or end of
the Term any and all of the Proprietary Information provided to the
Consultants by the Companies, and the Consultants shall destroy all records
of the Consultants, which refer to or relate to the Proprietary Information
disclosed to the Consultants under this Agreement, and the Consultants shall
affirm such record destruction in writing to the Companies.
9. The Companies agree that the obligations of the Consultants under
this Agreement with respect to the confidentiality of the Proprietary
<PAGE>
Information shall not be applicable to any information disclosed by the
Companies to the Consultants which:
(a) is already in the possession of the Consultants from sources
other than from the Companies, provided that within twenty days after the
receipt by the Consultants of information from the Companies under this
Agreement, the Consultants notify Alfa in writing of the existence and nature
of such information in its possession from such other sources and furnish
Alfa with copies of the documents relied upon; or
(b) is generally known to and readily ascertainable by proper means
by other persons who can obtain economic value from its disclosure or use at
the time of disclosure of the Proprietary Information by the Companies to the
Consultants, or which thereafter, through no act or failure of the Consultants,
becomes generally known to and readily ascertainable by proper means by other
persons who can obtain economic value from its disclosure or use; or
(c) is disclosed to the Consultants by a third party not under an
obligation to maintain the information in confidence.
If any part of the information disclosed by the Companies to the
Consultants should ever meet any of the criteria established in the above sub-
paragraphs 9(a),(b) or (c), such shall not affect the Consultants' continuing
obligation to maintain in confidence in accordance with the terms of this
Agreement any other part of the Proprietary Information which does not meet
such criteria.
10. The Parties understand and agree that no license or rights are
granted under this Agreement to any aspect of the Proprietary Information or
the like, other than for the limited purposes contemplated by this Agreement.
11. Title to and ownership of the Proprietary Information shall at all
times remain with API, Ty-Breakers, Alfa or the Targets, as the case may be.
12. If the Companies, or any one of them, in their sole discretion,
determine that the Consultants, or any one of them, are neglecting or failing
to perform or observe any of their obligations of confidentiality under this
Agreement with respect to the Proprietary Information, then, immediately upon
notification from the Companies (or any one of them), the Consultants shall
return the Proprietary Information to Alfa, and the Consultants shall comply
with the requirements of section 8.2 hereof.
13. The Parties to this Agreement acknowledge and agree:
(a) that the Consultants have rendered services to the
Companies prior to the date of this Agreement.
(b) that concurrently with the execution of this Agreement by
the Parties that Alfa shall, as compensation to the
Consultants for their work under this Agreement, grant a
total of four options (the "Stock Options") consisting of
two separate options for each of the Consultants, to
purchase shares of Alfa's $.01 par value common stock
("Common Stock").
<PAGE>
(c) that the aforementioned grant of the Stock Options as
compensation to be paid by Alfa to the Consultants under
the provisions of this Agreement shall represent full
payment for all services rendered by the Consultants to
any and all of the Companies or the Targets (i) prior to
the date of this Agreement and (ii) except as required
by section 4(i) hereof, for all services to be rendered
by the Consultants during the Term, to any and all of the
Companies or Targets under the provisions of this
Agreement.
The form of the Stock Option Agreements are attached hereto as Exhibits
C,D,E & F. Each Stock Option is for 500,000 shares of Common Stock and the
exercise prices of the Stock Options are $0.25; $0.50; $0.75 and $1.00 per
share of Common Stock.
14. Governing Law; Jurisdiction; Venue. This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of New York applicable to contracts made and to be entirely performed
therein and without regard to principles of conflict of laws. Any litigation
based hereon, or arising out of, under or in connection with this Agreement
shall be brought and maintained exclusively in the courts of the State of New
York or in the United States District Court for the Southern District of New
York. Each of Alfa, Ty-Breakers, API and the Consultants hereby expressly and
irrevocably submit to the jurisdiction of the courts of the State of New York
and of the United States District Court for the Southern District of New York
for the purpose of any such litigation set forth above. Each of Alfa, Ty-
Breakers, API and the Consultants hereby expressly and irrevocably waives,
to the fullest extent permitted by law, any objection which they have or
hereafter may have to the laying of venue of any such litigation brought in any
such court referred to above and any claim that any such litigation has been
brought in an inconvenient forum.
15. Assignment; Binding Nature; No Beneficiaries. This Agreement may
not be assigned by any Party hereto without the written consent of the other
Parties. This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the Parties hereto and their respective heirs, personal
representatives, legatees, successors and permitted assigns. This Agreement
shall not confer any rights or remedies upon any person other than to the
Parties hereto and their respective heirs, personal representatives, legatees,
successors and permitted assigns.
16. Counterparts. For the convenience of the Parties, any number of
counterparts hereof may be executed, each such executed counterpart shall be
deemed an original and all such counterparts together shall constitute one and
the same instrument.
17. Amendment. This Agreement may be modified or amended only by an
instrument in writing, duly executed by the Parties.
18. Nonwaiver. No waiver by any Party of any term, provision,
covenant, representation or warranty contained in this Agreement (or any breach
thereof) shall be effective unless it is in writing executed by the Party
against which such waiver is to be enforced; no waiver shall be deemed or
construed as a further or continuing waiver of any such term, provision,
<PAGE>
covenant, representation or warranty (or breach) on any other occasion or as a
waiver of any other term, provision, covenant, representation or warranty (or
the breach of any other provision) contained in this Agreement on the same or
any other occasion.
19. Headings. The headings in this Agreement are inserted for
convenience only and shall not constitute a part thereof.
20. Construction. In this Agreement (i) words denoting the singular
include the plural and vice versa, (ii) "it" or "its" or words denoting any
gender include all genders, (iii) the word "including" shall mean "including
without limitation," whether or not expressed, (iv) any reference herein to a
Section refers to a Section of this Agreement, unless otherwise stated, (v)
when calculating a period of time within or following which any act is to be
done or steps taken, the date which is the reference day in calculating such
period shall be excluded and if the last day of such period is not a business
day, then the period shall end on the next day which is a business day, and
(vi) except as otherwise expressly provided herein, all dollar amounts are
expressed in United States funds.
21. Entire Agreement. This Agreement, including the Exhibits attached
hereto, constitutes the entire agreement among the Parties with respect to the
subject matter hereof and supersedes all other prior representations,
agreements and understandings, both written and oral, among the Parties with
respect to such subject matter.
22. Notices. Unless otherwise specifically provided in this
Agreement, all notices, requests, consents, approvals, agreements or other
communications required or permitted to be given under this Agreement shall
be in writing and shall be delivered in one of the following means: (a) by
hand; (b) by facsimile transmission to those Parties with fax numbers
indicated below (with subsequent written confirmation by another means in
compliance with this Section 22); (c) by registered or certified mail, first
class postage prepaid, return receipt requested; or (d) by nationally
recognized overnight courier, addressed to the respective addresses of the
Parties as follows:
If to Alfa, Ty-Breakers or API: With a Copy To:
_______________________________ _______________
Alfa International Corp., or Kaplan Gottbetter & Levenson, LLP
Ty-Breakers Corp., or 630 Third Avenue
Auto-Pilot, Inc. 5th Floor
50 South Buckhout Street New York, New York 10017
Irvington-on-Hudson, NY 10533 Attn: Adam S. Gottbetter, Esq.
Fax: (914) 591-1997 Fax: (212) 983-9210
Conf:(914) 591-1994 Conf:(212) 983-0532
<PAGE>
If to Brown or Todd: With a Copy To:
____________________ _______________
Mr. William G. Brown, or
Mr. Gary Todd
c/o Continental Int'l. Trading Corp. Mr. Simone V. Palazzolo, Esq.
128 Sand Avenue 65 Highland Road
Staten Island, N.Y. 10305 Stamford, CT 06902
Fax: (718) 442-8861 Fax: (203) 356-1137
Conf:(718) 442-9779 Conf:(203) 356-1137
or to such other address as any Party shall designate for himself or itself by
notice to the other Parties given in accordance herewith. Any such notice or
other communication shall be deemed to have been given or made (i) upon
delivery, if delivered personally, (ii) one (1) business day after
transmission, if delivered by facsimile transmission during normal business
hours, (iii) three (3) business days after mailing, if mailed, or (iv) one (1)
business day after delivery to the courier, if delivered by overnight courier
service.
23. The invalidity or un-enforceability of any provision of this
Agreement shall not affect or limit the validity or enforceability of any other
provision hereof and any such invalid or unenforceable provision shall be
construed or deemed amended by the Parties only to the extent necessary to make
it valid and enforceable.
24. No delay or omission by the Companies in enforcing any right under
this Agreement with respect to the Proprietary Information shall operate as a
waiver of such right. Any such waiver in order to be effective must be in
writing. The Consultants acknowledge that monetary damages may be inadequate to
compensate the Companies for any violation by the Consultants of their
confidentiality obligations with respect to the Proprietary Information
hereunder and that the Companies may seek equitable or injunctive relief in
order to prevent or prohibit any threatened or continuing violation of the
confidentiality of the Proprietary Information disclosed subject to this
Agreement.
25. No publicity release or announcement concerning this Agreement or
the transactions contemplated hereby shall be made without advance written
approval thereof by Alfa. Notwithstanding anything to the contrary contained
anywhere else herein, this Agreement does not obligate Alfa or any of the
Companies or Targets to enter into any merger or acquisition agreement. Any
merger or acquisition that Alfa, the Companies or the Targets may consummate
shall be at the sole discretion of Alfa, the Companies, or the Targets, as the
case may be.
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
William G. Brown Alfa International Corp.
By: /s/William G. Brown By: /s/Frank J. Drohan
_________________________ ________________________
William G. Brown Frank J. Drohan
President
Gary Todd Ty-Breakers Corp.
By: /s/Gary Todd By: /s/Frank J. Drohan
_________________________ ________________________
Gary Todd Frank J. Drohan
President
Auto-Pilot, Inc.
By: /s/Frank J. Drohan
________________________
Frank J. Drohan
President
