EXHIBIT B
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into on
______________, 1999, by Alchemy Holdings, Inc., a Florida corporation (the
"Company") and Central Manufacturing, Inc., an Alabama corporation ("Central").
WHEREAS, as a result of the merger (the "Merger") of Cigarette Boats, Inc.,
a Delaware corporation and wholly-owned subsidiary of the Company ("CBI") into
Cigarette Racing Team, Inc., a Florida corporation ("Cigarette") pursuant to an
Agreement and Plan of Merger dated ___________, 1999 by and among CBI, Cigarette
and the Company (the "Merger Agreement"), Central is the beneficial owner of
1,000,000 shares of Common Stock (as herein defined) of the Company;
WHEREAS, the parties hereto agreed to execute and deliver this Agreement
pursuant to the Exchange Agreement dated ______________, 1999 among the Company,
Cigarette and Central (the "Exchange Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, the parties agree as follows:
1. Certain Definitions.
(a) As used in this Agreement, the following terms shall have the following
respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $.001 par value, of the
Company, as constituted as of the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Fair Market Value" shall mean on the date in question (i) the closing sale
price if the Common Stock is quoted on the New York or American Stock
Exchange or in the Nasdaq National Market; (ii) the most recent bid price
if the Common Stock is traded on a regional exchange or in the
over-the-counter or other market; or (iii) if the Common Stock is not
quoted in any market, as determined in good faith by the board of directors
of the Company.
"Registration Expenses" shall mean the expenses described in Section 6.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses described in Section 6.
(b) All other capitalized terms used and not defined herein shall have the
meanings given them in the Exchange Agreement.
2. Required Registration.
(a) Central may request the Company by written notice to register for sale
under the Securities Act all or any shares of Common Stock held by Central at
the time of such request.
(b) Following receipt of any notice under Section 2(a), the Company shall
use its best efforts to register under the Securities Act, for public sale in
accordance with the method of disposition specified in such notice, the number
of shares of Common Stock specified in such notice. If such method of
disposition shall be an underwritten public offering, Central may designate the
managing underwriter of such offering, subject to the approval of the Company
(which approval shall not be unreasonably withheld or delayed). The Company
shall be obligated to register Common Stock pursuant to this Section 2 on five
occasions only, provided, however, that each such obligation shall be deemed
satisfied only when a registration statement covering all shares of Common Stock
specified in the notice received as aforesaid, for sale in accordance with the
method of disposition specified by Central, shall have become effective and, if
such method of disposition is a firm commitment underwritten public offering,
only when all such shares shall have been sold pursuant thereto.
(c) Without the written consent of Central, the Company or holders of
Common Stock who have registration rights under the Existing Rights Agreements
("Registration Right Holders") shall be entitled to include in any registration
statement referred to in this Section 2, for sale in accordance with the method
of disposition specified by Central, shares of Common Stock to be sold by the
Company or such holders for its or their own accounts, except as and to the
extent that (i) in the opinion of the managing underwriter (if such method of
disposition shall be an underwritten public offering), such inclusion would
adversely affect the marketing of the Common Stock to be sold by Central or (ii)
with respect to any such holder, such holder may sell such shares of Common
Stock without registration pursuant to Section 4(1) of the Securities Act.
Except for registration statements on Form X-0, X-0 or any successor thereto,
the Company will not file any other registration statement with respect to its
Common Stock, whether for its own account or that of other stockholders, from
the date of receipt of a notice pursuant to Section 2(a) until 90 days after the
completion of the period of distribution of the shares Central has requested be
registered without Central's written consent (which shall not be unreasonably
withheld).
3. Incidental Registration. If the Company at any time (other than pursuant
to Section 2 or Section 4) proposes to register any of its securities under the
Securities Act for sale to the public for its own account (except with respect
to registration statements on Forms S-4 or S-8) or the account of any other
person, each such time it will give written notice to Central of its intention
so to do. Upon the written request of Central, received by the Company within
thirty (30) days after the giving of any such notice by the Company, the Company
will use its best efforts to cause such shares of Common Stock owned by Central
as Central requests to be included in the securities to be covered by the
registration statement proposed to be filed by the Company, all to the extent
requisite to permit the sale or other disposition by Central (in accordance with
its written request) of such shares. The Company may include in any registration
statement to be filed for its own account, without Central's consent, any
securities which are beneficially owned by Registration Rights Holders who have
registration rights under the Existing Rights Agreements and which cannot be
freely sold without such registration. If any registration pursuant to this
Section 3 shall be, in whole or in part, an underwritten public offering of
Common Stock, the number of shares of Common Stock offered by Central to be
included in such an underwriting may be reduced if and to the extent that the
managing underwriter shall be of the opinion
2
that such inclusion would adversely affect the marketing of the securities (if
any) to be sold by the Company therein, provided, however, that such number of
shares of Common Stock held by Central shall not without Central's consent be
reduced in order to allow any shares to be included in such underwriting for the
account of any person other than the Company. Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement referred to in
this Section 3 without thereby incurring any liability to Central.
4. Registration on Form S-3. Subject to the limit of two registrations in
any 12 month period, if at any time (i) Central requests that the Company file a
registration statement on Form S-3 or any successor thereto for a public
offering of all or any portion of the shares of Common Stock held by it, the
reasonably anticipated aggregate price to the public of which would exceed
$250,000 and (ii) the Company is a registrant entitled to use Form S-3 or any
successor thereto to register such shares, then the Company shall use its best
efforts to register, under the Securities Act on Form S-3 or any successor
thereto, for public sale in accordance with the method of disposition specified
in such notice, the number of shares of Common Stock specified in such notice.
Whenever the Company is required by this Section 4 to use its best efforts to
effect the registration of Common Stock, each of the procedures and requirements
of Section 2 shall apply to such registration, provided, however, that except as
provided above there shall be no limitation on the number of registrations on
Form S-3 which may be requested and obtained under this Section 4.
5. Registration Procedures. If and whenever the Company is required by the
provisions of Section 2, 3 or 4 to use its best efforts to effect the
registration of any shares of Common Stock under the Securities Act, the Company
will, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement
(which, in the case of an underwritten public offering pursuant to Section
2, shall be on Form S-1 or other form of general applicability satisfactory
to the managing underwriter selected as therein provided) with respect to
such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as hereinafter provided);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for the period specified in paragraph (a) above and
comply with the provisions of the Securities Act with respect to the
disposition of all Common Stock covered by such registration statement in
accordance with Central's intended method of disposition set forth in such
registration statement for such period;
(c) permit Central to participate in good faith in the preparation of
such registration statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable
judgment of Central and its counsel should be included;
(d) furnish to Central and to each underwriter such number of copies
of the registration statement and each such amendment and supplement
thereto (in each case including all exhibits) and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably
may request in order to facilitate the public sale or other disposition of
the Common Stock covered by such registration statement;
(e) use its best efforts to register or qualify the Common Stock
covered by such registration statement under the securities or "blue sky"
laws of such jurisdictions as Central or, in the case of an underwritten
public offering, the managing underwriter reasonably shall request,
provided,
3
however, that the Company shall not for any such purpose be required to
qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service
of process in any such jurisdiction;
(f) use its best efforts to list the Common Stock covered by such
registration statement with any securities exchange or over-the-counter or
stock market on which the Common Stock of the Company is then listed;
(g) immediately notify Central and each underwriter under such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event of which the Company has knowledge as a result of which the
prospectus contained in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a
material fact or required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing, and promptly prepare and furnish to Central a reasonable number
of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Common Stock, such prospectus shall not
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;
(h) if the offering is underwritten, use its best efforts to furnish
on the date that Common Stock is delivered to the underwriters for sale
pursuant to such registration: (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed
to the underwriters and to Central, to such effect as reasonably may be
requested by counsel for the underwriters or by Central or its counsel, and
(ii) a letter dated such date from the independent public accountants
retained by the Company, addressed to the underwriters and to Central,
stating that they are independent public accountants within the meaning of
the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the registration statement
or the prospectus, or any amendment or supplement thereof, comply as to
form in all material respects with the applicable accounting requirements
of the Securities Act, and such letter shall additionally cover such other
financial matters (including information as to the period ending no more
than five business days prior to the date of such letter ) with respect to
such registration as such underwriters reasonably may request;
(i) make available for inspection by Central, any underwriter
participating in any distribution pursuant to such registration statement,
and any attorney, accountant or other agent retained by Central or
underwriter, reasonable access to all financial and other records,
pertinent corporate documents and properties of the Company, as such
parties may reasonably request, and cause the Company's officers, directors
and employees to supply all information reasonably requested by Central,
underwriter, attorney, accountant or agent in connection with such
registration statement;
(j) cooperate with Central and the managing underwriter, if any, to
facilitate the timely preparation and delivery of certificates representing
Common Stock to be sold, such certificates to be in such denominations and
registered in such names as Central or the managing underwriters may
request at least two business days prior to any sale of Common Stock;
(k) notify Central after it shall receive notice of the time when such
registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;
4
(l) notify Central of any request by the Commission for the amending
or supplementing of such registration statement or prospectus or for
additional information;
(m) prepare and file with the Commission, promptly upon the request of
Central, any amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel elected by Central, is required
under the Securities Act or the rules and regulations thereunder in
connection with the distribution of shares of Common Stock for the account
of Central; and
(n) advise Central after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use all
reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order shall be issued.
For purposes of this Agreement, the period of distribution of Common Stock
in a firm commitment underwritten public offering shall be deemed to extend
until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Common Stock in any other
registration shall be deemed to extend until the earlier of the sale of all
Common Stock covered thereby and 120 days after the effective date thereof.
In connection with each registration hereunder, Central will furnish to the
Company in writing such information requested by the Company with respect to
itself and the proposed distribution by it as shall be reasonably necessary in
order to assure compliance with federal and applicable state securities laws.
In connection with each registration pursuant to Section 2, 3, or 4
covering an underwritten public offering, the Company and Central agree to enter
into a written agreement with the managing underwriter selected in the manner
herein provided in such form and containing such provisions as are customary in
the securities business for such an arrangement between such underwriter and
companies of the Company's size and investment stature.
6. Expenses. All expenses incurred by the Company in complying with
Sections 2, 3 and 4 including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, costs of any insurance which might be
obtained and fees and disbursements of one counsel for Central, but excluding
any Selling Expenses, are called "Registration Expenses." "Selling Expenses"
shall include all underwriting discounts and commissions applicable to the sale
of Common Stock by Central.
The Company will pay all Registration Expenses in connection with each
registration statement under Section 2, 3, or 4. All Selling Expenses in
connection with each registration statement under Section 2, 3 or 4 shall be
borne by Central.
7. Indemnification.
(a) In the event of a registration of any of the Common Stock under the
Securities Act pursuant to Sections 2, 3 or 4, the Company will indemnify and
hold harmless Central, its officers and directors, each underwriter of such
Common Stock thereunder and each other person, if any, who controls Central or
such underwriter within the meaning of the Securities Act, against any losses,
claims,
5
damages or liabilities, joint or several, to which Central, or such officer,
director, underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such Common Stock was registered under
the Securities Act pursuant to Section 2, 3 or 4, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any blue sky application or other document executed by the Company specifically
for that purpose or based upon written information furnished by the Company
filed in any state or other jurisdiction in order to qualify any or all of the
Common Stock under the securities laws thereof (any such application, document
or information herein called a "Blue Sky Application"), (iii) any violation by
the Company or its agents of any rule or regulation promulgated under the
Securities Act applicable to the Company or its agents and relating to action
required of the Company in connection with such registration, or (iv) any
failure to register or qualify the Common Stock in any state where the Company
or its agents have affirmatively undertaken or agreed in writing that the
Company (the undertaking of any underwriter chose by the Company being
attributed to the Company ) will undertake such registration or qualification on
Central's behalf and will reimburse Central, and such officer and director, each
such underwriter and each such controlling person for any reasonable legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage, or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by Central, any such underwriter
or any such controlling person in writing specifically for use in such
registration statement or prospectus.
(b) In the event of a registration of any of the Common Stock under the
Securities Act pursuant to Sections 2, 3 or 4, Central will indemnify and hold
harmless the Company, each person, if any, who controls the Company within the
meaning of the Securities Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several, to which
the Company or such officer, director, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities ( or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement under which such Common Stock was
registered under the Securities Act pursuant to Sections 2, 3 or 4, any
preliminary prospectus or final prospectus contained therein or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any amendment or supplement thereof, or any Blue Sky Application
and will reimburse the Company and each such officer, director, underwriter and
controlling person for any reasonable legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, further, however, that Central
will be liable hereunder in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information pertaining to Central and
furnished in writing to the Company by Central specifically for use in such
registration statement or prospectus, and provided, however, that the liability
of Central shall not exceed the proceeds received by it from the sale of Common
Stock covered by such registration statement.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made
6
against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 7 and shall only relieve it from any liability which it
may have to such indemnified party under this Section 7 if and to the extent the
indemnifying party is prejudiced by such omission. In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election so
to assume and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 7 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected, provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that the interests of the
indemnified party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
(d) The indemnities provided in this Section 7 shall survived the transfer
of any Common Stock by Central.
8. Changes in Common Stock. If, and as often as, there is any change in the
Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
9. Rule 144 Reporting. The Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; and
(c) furnish to Central forthwith upon request a written statement by
the Company as to its compliance with the reporting requirements
of such Rule 144 and of the Securities Act and the Exchange Act,
a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the
Company as Central may reasonably request in availing itself of
any rule or regulation of the Commission allowing such holder to
sell any Common Stock without registration.
10. Other Registration Rights. Except for the registration rights granted
hereunder and registration rights instrumental to an equity or other financing
undertaken by the Company, the Company will not grant to any person the right to
request the Company to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such securities,
without Central's written consent. Except for registrations pursuant to
registration rights granted under
7
the Existing Rights Agreements, hereunder, or with Central's consent to other
persons pursuant to this paragraph 10, or registrations of securities by the
Company, the Company will not register any equity securities of the Company, or
any securities convertible or exchangeable into or exercisable for any
securities, without Central's written consent (which will not be unreasonably
withheld).
11. Representations and Warranties of the Company. The Company represents
and warrant to you as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the charter or bylaws of the Company or any provision of any
indenture, agreement or other instrument to which it or any or its properties or
assets is bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument or result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of
the Company.
(b) This Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms.
(c) Other than the Existing Rights Agreements, there are no contracts,
agreements or understandings between the Company and any person granting such
person the right to request or require the Company to include any securities of
the Company in any registration statement under the Securities Act or granting
such person the right to request or require the Company to register any
securities of the Company pursuant to any registration statement under the
Securities Act.
12. Issuances of Securities by the Company. Each time during the term of
this Agreement that the Company intends to issue or sell any securities (either
equity or debt) of any class for cash in a private or public offering, the
Company will notify Central in writing of such and thereby offer to purchase
(the "Offer") from Central up to such number of shares of Common Stock then
owned by Central as equals the amount of such cash divided by the Fair Market
Value of the Common Stock on the date of such notice (the "Sale Price"). If
Central wishes to accept the Offer in whole or in part, it shall provide written
notice to the Company accepting the Offer (the "Acceptance") and stating the
number of shares of Common Stock it thereby agrees to sell to the Company at the
Sale Price. If Central sends the Acceptance within 30 days of the Offer, the
Acceptance will be deemed to constitute a valid and binding agreement of the
Company and Central, and the closing of the sale of shares of Common Stock
indicated in the Acceptance will be held no later than the 5th business day
following receipt of the Acceptance by the Company, the exact time, date and
place of closing to be agreed upon by the parties. If Central does not send the
Acceptance within 30 days of the Offer, then the Company will no longer have any
obligation to apply the proceeds of that particular issuance of securities to
the purchase of shares of Common Stock from Central.
13. Miscellaneous.
(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties (including without limitation
transferees of Central's Common Stock), whether so expressed or not, provided,
however, that registration rights conferred herein on Central shall only inure
to the benefit of a transferee of Central's Common Stock if (i) there is
transferred to such transferee at least five
8
percent (5%) of the total shares of Common Stock originally issued pursuant to
the Exchange Agreement, or (ii) such transferee is a partner, member,
shareholder or affiliate of Central.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
(i) if to the Company or Central, at the address of such party set
forth in the Exchange Agreement;
(ii) if to any subsequent holder of Common Stock, to it at such
address as may have been furnished to the Company in writing by such
holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing in accordance with the provisions of this paragraph.
(c) This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
(d) This Agreement may not be amended or modified, and no provision hereof
may be waived, without the written consent of the Company and Central.
(e) This Agreement may be executed 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.
(f) The obligation of the Company to register shares of Common Stock under
Sections 2, 3 or 4 shall terminate on ______________, 2015.
(g) If any provision of this Agreement shall be held to be illegal, invalid
or unenforceable, such illegality, invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render illegal,
invalid or unenforceable any other provision of this Agreement, and this
Agreement shall be carried out as if any such illegal, invalid, or unenforceable
provision were not contained herein.
(h) Central will be entitled to enforce its rights hereunder specifically,
recover damages caused by reason of any breach of this Agreement and exercise
all other rights granted by law.
14. Lockup Release. Neither Alchemy nor Cigarette shall release any person
or entity that is a shareholder and affiliate of Alchemy from the lockup
restrictions provided under Section 2.1(d) of the Merger Agreement without first
notifying Central of such release and simultaneously releasing Central on the
same terms and conditions and with respect to a number of shares equal in the
aggregate to all shares so released; provided, however, that if Alchemy or
Cigarette releases Masada I, L.P. ("Masada") from such lockup restrictions, it
shall notify Central promptly of such release but will not be obligated to
release Central from such restrictions merely because it has released Masada.
[The remainder of this page is intentionally left blank.]
9
INWITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ALCHEMY HOLDINGS, INC.
By:________________________
Its:_______________________
CENTRAL MANUFACTURING, INC.
By:________________________
Its:_______________________
10
