Reference is made to that certain Consulting Agreement
dated February 27, 2002 (the "Consulting Agreement"), among Alfa
International Corp., a New Jersey corporation ("Alfa"), Ty-
Breakers Corp., a New York corporation ("Ty-Breakers") and
Contact Sports, Inc., a New York corporation ("Contact") on the
one hand, and B&G Consulting Corp., a New York corporation
("B&G"), on the other hand. In accordance with paragraph 12 of
the Consulting Agreement, this agreement dated April 4, 2002
("Agreement"), is an amendment to the Consulting Agreement.
Unless otherwise specified herein, all capitalized terms in this
Agreement shall have the same meanings assigned to them in the
Consulting Agreement.
The Parties hereby amend Section 7 - Compensation - of the
Consulting Agreement to add the following sub-paragraph 7(f):
(f) that additionally as compensation for its services
hereunder and subject to the terms of this Section 7(f) and
Section 8 of the Consulting Agreement, B&G shall receive from the
Company two hundred thousand (200,000) shares of Alfa's Common
Stock (the "Stock Compensation").
The Stock Compensation in (f) above shall be issuable to B&G
promptly after the Private Placement has been closed by Alfa and
then only in proportion to the amount of Units sold by Alfa in the
Private Placement. If Alfa sells no Units in the Private Placement
then B&G shall not be entitled to any of the Stock Compensation.
If Alfa sells 75 Units in the Private Placement then B&G shall be
entitled to all of the Stock Compensation. If Alfa sells a number
of Units between zero and 75 in the Private Placement then B&G
shall be entitled to the number of shares of the Stock
Compensation arrived at by multiplying 200,000 by a fraction whose
numerator is the number of Units sold by Alfa in the Private
Placement and whose denominator is 75.
B&G acknowledges that any shares of Common Stock issued as
Stock Compensation are "restricted securities" as that term is
defined in the Securities Act of 1933, as amended, (the "Act").
B&G acknowledges that Alfa will endorse all certificates
representing such shares with a legend, together with any legend
that any state authority may require in connection with the
issuance or sale of Alfa's Common Stock, substantially in the
following form:
"These Securities have not been registered under the Securities
Act of 1933, as amended, (the "Act") or the securities laws or
regulations of any state. They may not be offered for sale or
sold, absent an effective registration statement under the Act
or an opinion of counsel, satisfactory to the Company, that such
registration is not required under the Act or any applicable
state laws or regulation.
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All other terms and conditions of the Consulting Agreement
remain unchanged.
IN WITNESS WHEREOF, the Parties have executed this Agreement
as of April 4, 2002.
B&G Consulting Corp. Alfa International Corp.
a New York corporation a New Jersey corporation
By: ________________________ By: ___________________________
Xxxx Xxxx Xxxxx X. Xxxxxx
President President
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