Journey of Light (Jersey), Ltd.
0 Xxxxxxxxx Xxxxx
Xxxx Xxxxxx, Xx. Xxxxxx
Xxxxxx XX0 0XX
March 4, 2003
By Hand
-------
Xx. Xxxxx X. Xxxxxx
Alfa International Corp.
The Empire State Building
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
X.X.X.
Dear Xxxxx,
This agreement ("Agreement") supersedes and replaces our
letter agreements of August 2, 2002 and November 19, 2002. The
parties ("Parties") to this Agreement are Alfa International
Corp., a New Jersey, USA corporation ("Alfa") and Journey of
Light (Jersey) Ltd., a limited liability corporation organized
and existing under the laws of Jersey in the Channel Islands
[Registered Number 84848] ("JOL").
JOL is negotiating a memorandum of understanding contract
(the "Contract") with the Government of Qatar ("Qatar"). A draft
copy of the Contract is attached hereto. Unless indicated
otherwise herein, capitalized terms in this Agreement shall have
the same meanings as in the draft Contract.
JOL and Alfa hereby agree as follows:
1. that all final decisions regarding the design, content and
theme of the Project shall be made by Muftah Benomran, Chairman &
Chief Executive Officer of JOL, in his sole and absolute
discretion.
2. that JOL will, within thirty (30) days of the date hereof,
grant Alfa an option to purchase up to 500,000 shares of its
$0.01 par value common stock (the "JOL Common Stock") for a total
purchase price of $500,000 or $1.00 per share of JOL Common Stock
(the "Option Grant"). The amount and timing of Alfa's purchases
of such JOL Common Stock subject to the Option Grant shall be at
Alfa's sole discretion provided only that at least $100,000 of
such JOL Common Stock is purchased by Alfa within 15 days after
the signing of the Contract by JOL and Qatar. The Parties
acknowledge that as of February 16, 2003, Alfa has made advances
("Advances") to JOL in the amount of $82,345 and that Alfa may
make further Advances to JOL. The Parties acknowledge and agree
that Alfa will utilize all such Advances as payments toward the
purchase of the JOL Common Stock subject to the Option Grant. All
unexercised portions of the Option Grant shall expire thirty (30)
days after the Approval Date.
3. that the founding shareholders of JOL are Muftah Benomran
("Muftah"), Xxxxx X. Xxxxxx ("Xxxxx") and Xxxxxxx Khalifa A. Al
Sada ("Mohamed") [collectively, the "Founders"). In this
Agreement, the term "JOL Shareholders" shall mean the Founders as
well as any new shareholders of JOL other than Alfa up to the
date of the Acquisition (as hereinafter defined). Muftah and
Xxxxx own shares of JOL's $0.01 par value preferred stock (the
"Preferred Stock") and Mohamed owns shares of JOL Common Stock.
The Preferred Stock and the JOL Common Stock are collectively
referred to herein as the "JOL Stock".
4. that simultaneously with the Option Grant, JOL and the
Founders shall grant Alfa an additional option (the "Acquisition
Option") whereby Alfa, in its sole discretion, shall have the
absolute right to acquire from the JOL Shareholders all the
shares of JOL Stock that it doesn't already own, thereby making
JOL a wholly owned subsidiary of Alfa (the "Acquisition"). All of
the JOL Shareholders other than the Founders shall, as a
condition precedent to their subscribing for and being issued JOL
Common Stock, agree to the Acquisition Option. Alfa must give
notice to JOL and the JOL Shareholders of its intention to
exercise the Acquisition Option within thirty (30) days after the
signing of the Final Contract by JOL and Qatar (or on such other
prior date if agreed to by the Parties). If unexercised, the
Acquisition Option will expire on the thirty-first day after the
signing of the Final Contract by JOL and Qatar. If Alfa gives JOL
such notice, then JOL shall allow Alfa a sufficient amount of
time which is reasonable and customary in such transactions with
publicly held U.S. companies to secure the approval of its
shareholders (the "Alfa Shareholders") and to close the
Acquisition.
5. that in the Acquisition, the JOL Shareholders will exchange
all of their shares of JOL Stock for shares of Alfa's $0.01 par
value common stock (the Alfa Common Stock") such that (i)
immediately after the Acquisition, the former JOL Shareholders
will own at least ninety (90) percent of Alfa's then outstanding
Alfa Common Stock, and (ii) the shares of Alfa Common Stock and
Alfa preferred stock owned by the Alfa Shareholders just prior to
the Acquisition will represent no more than ten (10) percent of
the Alfa Common Stock outstanding immediately after the
Acquisition.
JOL and Alfa hereby agree that no publicity or public notice
with respect to this Agreement shall be released to the general
public without the prior written consent of Alfa.
This Agreement constitutes the entire agreement between JOL
and Alfa with respect to the subject matter hereof and supersedes
all other prior representations, agreements and understandings,
both written and oral, between the Parties with respect to such
subject matter. JOL shall cause the JOL Shareholders (including
the Founders) to execute and deliver to Alfa any collateral
agreements required or requested by Alfa to memorialize the JOL
Shareholders' consent to the contents of this Agreement and to the
transactions contemplated hereby.
If you agree to the contents of this Agreement please
indicate your agreement by countersigning a copy of this
Agreement where indicated below and returning it to me.
Sincerely, AGREED TO AND ACCEPTED:
Journey of Light (Jersey), Ltd. Alfa International Corp.
a Jersey (Channel Islands) a New Jersey, USA
corporation corporation
By:/s/MuftahBenomran By: /s/ Xxxxx X. Xxxxxx
--------------------- -------------------------
MUFTAH BENOMRAN XXXXX X. XXXXXX
Chairman, C.E.O & Director President
Dated:
