EXHIBIT A
RELEASE AND WAIVER
This Release and Waiver is made on _______, 1999 by Central Manufacturing,
Inc., an Alabama Corporation ("Central") in favor of Cigarette Racing Team,
Inc., a Florida corporation ("Cigarette").
WHEREAS, Central has agreed to deliver this Release and Waiver at the
closing of the transactions contemplated by that certain Exchange Agreement
dated ____________, 1999 by and among Central, Cigarette and Alchemy Holdings,
Inc., a Florida corporation (the "Exchange Agreement"); and
WHEREAS, all capitalized terms used and not defined herein shall have the
meanings given them in the Exchange Agreement;
NOW, THEREFORE, for good and valuable consideration received, Central
agrees as follows:
1. Central hereby forgives the indebtedness owed by Cigarette identified in
the Exchange Agreement as Principal Balance of and Accrued Interest on the Note
in consideration of the Exchange and the Prior Payments and hereby waives all
non-monetary defaults made on or prior to the date hereof by Cigarette under the
Note, the Asset Purchase Agreement, and the Security Agreement.
2. Central hereby forgives the indebtedness owed by Cigarette identified in
the Exchange Agreement as Accrued and Unpaid Lease Payments in consideration of
the execution and delivery of the Lease Amendment by Cigarette and of the
Guaranty, and hereby waives all non-monetary defaults made on or prior to the
date hereof by Cigarette under the Lease Agreement.
3. Central hereby forgives the indebtedness owed by Cigarette identified in
the Exchange Agreement as Accrued Unpaid Dividends in consideration for the
issuance of the Preferred Stock of Alchemy pursuant to the Merger Agreement as
contemplated by the Exchange Agreement and hereby waives all non-monetary
defaults made on or prior to the date hereof by Cigarette under the terms of the
Preferred Stock.
4. Central hereby consents as holder of the Note to the transactions
contemplated by the Merger Agreement.
5. Central hereby releases all security interests in any assets of
Cigarette that it holds on the date hereof under the Security Agreement. Central
covenants to execute any termination statement under the Uniform Commercial Code
and applicable state law as is necessary to effectuate the aforesaid release.
6. Central hereby delivers to Cigarette for cancellation and retirement
2,601 shares of common stock, $.01 par value, of Cigarette heretofore held by
Central under that certain Pledge Agreement dated May 26, 1994, made by Xxxxxx
X. Xxxxxx in favor of Central.
CENTRAL MANUFACTURING, INC.
By: _______________________
Name:______________________
Title:_____________________
