December 6, 1996
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇
Old Dominion Growth Fund Limited
P.O. Box ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ of Nevis
British West Indies
Dear ▇▇. ▇▇▇▇,
This letter is to memorialize the terms and conditions of the
agreement between Alfa International Corp. and its successors and
assigns (the "Company") and Old Dominion Growth Fund Limited ("Old
Dominion") regarding the scope of Old Dominion's investment banking
services on behalf of the Company, the terms and conditions of a
short term loan from Old Dominion to the Company, the compensation
that the Company will pay Old Dominion for all such services and
the rights and obligations of Old Dominion and the Company (the
"Agreement"). All capitalized terms in this Agreement, unless
otherwise defined herein, shall have the meaning assigned them in
the "Subscription Agreement" (as hereinafter defined).
1. Old Dominion has heretofore provided investment banking
services to the Company, including but not limited to advice
on the capital structure of an offering under Regulation S of
the Securities Act of 1933, as amended (the "Act") as
generally outlined in the draft Offshore Securities
Subscription Agreement ("Subscription Agreement") attached
hereto as Exhibit A and the Company intends to engage Old
Dominion to provide investment banking services to the
Company, including but not limited to, advice on the capital
structure of possible future public offerings of the Company's
securities.
2. Subject only to the merger between a wholly owned subsidiary
of the Company and Ty-Breakers (NY) Corp. (the "Merger") as
generally described in the draft merger agreement attached
hereto as Exhibit B becoming effective, then this Agreement
will constitute Old Dominion's undertaking to offer to its
overseas clients on behalf of the Company, and on a "best
efforts" basis, the 1,000 Units as specified in the
Subscription Agreement (the "Offering").
3. Old Dominion has arranged a short term loan to the Company of
one hundred thousand dollars ($100,000) in accordance with
the terms and conditions of the Note attached hereto as
Exhibit C.
4. As security for repayment of the Note by the Company, six
hundred five thousand two hundred one (605,201) shares of the
Company's Common Stock (the "▇▇▇▇▇▇ Shares") which are owned
by the Company's president, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") have
been deposited with ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
("KLNF"), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. 10022, as escrow
agent under the terms of the "Escrow Agreement" annexed hereto
as Exhibit D. With the sole exception of the "Wiss Shares" (as
hereinafter defined), the ▇▇▇▇▇▇ Shares are all the shares of
the Company's Common Stock owned by ▇▇▇▇▇▇.
5. The term ("Term") of this Agreement shall be from the date
hereof up until and including the earlier of either (a)
December 31, 1997, or (b) sixty (60) days after the date the
Merger becomes effective if the proceeds from the sale of at
least 500 of the Units in the Offering have not been received
by the Company by that date, or (c) one hundred eighty (180)
days after the date the Merger becomes effective if the
proceeds from the sale of the remaining 500 Units in the
Offering have not been received by the Company by that date.
During the Term Old Dominion, or its designee, shall have the
"right of first refusal" as to any future public offering of
the Company's securities or of the securities of Auto-Pilot,
Inc, a Delaware corporation ("API") which is controlled by
▇▇▇▇▇▇. As soon as practicable after the Merger becomes
effective, Old Dominion shall nominate a director to the Board
of Directors of the Company and the Company and ▇▇▇▇▇▇ shall
use their best efforts to have such nominee appointed as a
director of the Company.
6. Immediately after execution of this Agreement by the parties
and as compensation to Old Dominion for its services to date
hereunder, the Company shall grant to Old Dominion, one
million two hundred fifty thousand (1,250,000) shares (the
"Shares") of the Company's Common Stock. The Shares shall
thereafter be dealt with in accordance with the "Stock
Redemption Agreement" of even date with this Agreement and
attached hereto as Exhibit E. Old Dominion agrees that it
shall execute all such documents and other papers and take
such further actions as may be reasonably required by counsel
to the Company to assure that the grant of the Shares as
contemplated by this Agreement is done in compliance with all
the provisions of the Act.
7. Subject only to the satisfaction of the condition precedent
outlined in the following sentence of this paragraph 7, and
as additional compensation to Old Dominion, ▇▇▇▇▇▇ shall offer
to sell to Old Dominion, seventy-one thousand eight hundred
fifty (71,850) shares of the Company's Common Stock which are
owned by him (the "Wiss Shares") for a purchase price of $.01
per share and a total purchase price of seven hundred eighteen
dollars and fifty cents ($718.50). If the Term ends and 500
Units in the Offering have not been sold, then ▇▇▇▇▇▇ shall
have no obligation to offer to sell any of the Wiss Shares to
Old Dominion. ▇▇▇▇▇▇ shall offer to sell the Wiss Shares to
Old Dominion promptly after receipt by the Company of the
proceeds from the sale of the first 500 Units in the Offering.
Old Dominion agrees that it shall execute all such documents
and other papers and take such further actions as may be
reasonably required by counsel to ▇▇▇▇▇▇ and the Company to
assure that any sale of the Wiss Shares as contemplated by
this paragraph is done in compliance with all the provisions
of the Act.
8. If, during the Term, Old Dominion introduces the Company to
other companies and such introduction(s) result in any
acquisition, merger or other business combination (but not
simply business transactions between the Company and such
other companies), then upon consummation of any such
acquisition, merger or business combination, Old Dominion
shall be entitled to be compensated for such introduction(s)
in accordance with the "▇▇▇▇▇▇ Formula" (i.e. 5-4-3-2-1), or
such other formula as may be mutually agreed upon by the
parties. Notwithstanding the provisions of this paragraph 8,
Old Dominion shall not be entitled to an "introduction fee"
in the event of any business combination of the Company with
API.
9. Old Dominion agrees that it will offer the Units described in
the Subscription Agreement in compliance with all the
regulations therefore promulgated under the Act and under the
Securities Exchange Act of 1934 and only to potential
purchasers who are not residents of the United States and who
qualify in all respects as purchasers of "Regulation S"
securities.
This Agreement (including the Exhibits) constitutes the entire
agreement between Old Dominion and the Company (and between Old
Dominion and ▇▇▇▇▇▇ with respect to paragraphs 4, 5, and 7 hereof)
and supersedes all previous agreements, negotiations and
discussions, whether written or oral, all of which are merged into
this Agreement. 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.
The parties acknowledge that neither the ▇▇▇▇▇▇ Shares nor the
securities that paragraphs 6 and 7 of this Agreement require ▇▇▇▇▇▇
and the Company to deliver to Old Dominion will be registered under
the Act.
If you are in agreement with the contents, terms and
conditions of this Agreement, please indicate your acceptance and
agreement hereto by countersigning where indicated below and
returning one copy of this Agreement to me.
Sincerely yours,
Alfa International Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED AS
TO PARAGRAPHS 4, 5, AND 7
ONLY:
Old Dominion Growth Fund, Ltd. ▇▇▇▇▇ ▇.▇▇▇▇▇▇
By: _________________________ By:______________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
AGREED TO AND ACCEPTED AS
TO PARAGRAPHS 5 and 8 ONLY:
Auto-Pilot, Inc., a
Delaware corporation
By:____________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
