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Warrant Agent Agreement
This Warrant Agent Agreement ("Agreement")
is made as of June 6,
2005 (the "Effective Date") by and between
Alfa International
Holdings Corp., a Delaware corporation
("Alfa") which has its
principal offices at The Empire State
Building, 350 Fifth Avenue,
New York, NY 10118, and Ashton Clayton
Financial Group, LLC,
("Ashton"), a New York corporation with its
principal offices at
1000 South Avenue, Staten Island, NY 10314.
Alfa and Ashton are
sometimes referred to herein as a "Party"
or as the "Parties".
WHEREAS, Alfa is
a publicly traded traded company whose $0.01
par value common stock ("Common Stock") is
quoted on the
Electronic Bulletin Board ("OTCBB") under
the symbol TYBR., and
WHEREAS, Alfa
has two wholly owned subsidiaries - Contact
Sports, Inc. ("Contact") and Ty-Breakers
Corp. ("Ty-Breakers"),
and
WHEREAS, Journey
of Light, Inc. ("JOL") is a privately held
Delaware corporation and Alfa recently
entered into an agreement,
subject to certain conditions precedent,
to acquire JOL,
and
WHEREAS, Alfa
presently has four million three hundred fifty-
four thousand (4,354,000) common stock
purchase warrants
("Warrants") outstanding and such Warrants
are held by one hundred
six (106) individuals (the "Warrant
Holders") and such Warrants
are exercisable for the purchase of one
share of Alfa's common
stock at a price of seventy-five cents
($0.75) per share (the
"Exercise Price") , and
WHEREAS, Ashton
is a registered broker dealer and a member of
the National Association of Securities
Dealers ("NASD")
experienced in rendering services related
to advising companies in
financial and corporate matters, financial
public relations,
investment banking and in acting as a
broker and/or placement
agent in connection with the sale of
securities including the
exercise of warrants, and
WHEREAS, Alfa
requires investment banking and brokerage
expertise to support its business and
growth, and otherwise
maximize the value of its business
enterprises for its
shareholders by effecting or arranging the
origination, issuance,
placement or sale of its equity securities,
including the
exercise of the Warrants by the Warrant
Holders, and
WHEREAS, Ashton
has substantial contacts among the members
of the investment community, possesses
investment banking and
brokerage expertise, and is willing to
arrange access to its
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professional contacts and provide its
expertise and services to
Alfa, and
WHEREAS, Alfa's
Board of Director's has recently approved the
reduction of the Exercise Price to sixty
cents ($0.60) per share
for the period beginning on and including
June 7, 2005 and ending
on and including July 22, 2005 (the
"Reduced Price Exercise
Period") and after which Reduced Price
Exercise Period the
Exercise Price will revert to the original
exercise price of
seventy-five cents ($0.75), and
WHEREAS, Alfa
desires to employ Ashton on a non-exclusive
basis as its agent (the "Warrant Agent") to
contact the Warrant
Holders during the Reduced Price Exercise
Period to make such
Warrant Holders aware of their rights and
opportunities under the
Warrants and to assist Alfa in soliciting
the exercise of such
Warrants by its Warrant Holders and Ashton
is agreeable to such a
relationship.
NOW, THEREFORE,
in consideration of the mutual promises and
covenants contained herein and subject to
the conditions hereof,
and intending to be legally bound hereto,
the Parties agree as
follows:
1. Recitals.
The above stated
recitals are all incorporated
herein as if fully set forth in the body of
this Agreement.
2. Appointment.
Alfa hereby appoints
Ashton as its non-
exclusive Warrant Agent and hereby retains
and employs Ashton upon
the terms and conditions of this Agreement.
Ashton accepts
such
appointment.
3. Duties / Services.
3.1. Duties.
(I) Duties of
Alfa.
A. Alfa shall promptly supply Ashton
with a listing of the
Warrant Holders which shall include each
Warrant Holder's name,
address and contact information. Alfa shall
also provide Ashton
with a copy of the Warrant Agreement as
well as the appropriate
forms to be used by Warrant Holders to
exercise the Warrants.
B. Ashton has undertaken a due diligence
investigation of
Alfa prior to entering into this Agreement
and Ashton will
familiarize itself with Alfa's periodic
reports on Forms 10-KSB,
10-QSB and 8-K as filed via the EDGAR
system with the Securities &
Exchange Commission ("SEC") and any such
reports filed in the
future during the Term of this Agreement
(collectively, the "SEC
Reports"). Further, Alfa shall furnish to
Ashton copies of
documents, agreements, sample products and
information - including
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information on JOL - as Ashton may
reasonably request in
connection with Ashton's due diligence
investigation of Alfa,
Alfa's disclosures contained in the SEC
Reports, and Alfa's
planned business operations. Alfa further
covenants and agrees to
continue to reflect in its SEC Reports all
material changes in its
business plans or operations or financial
condition.
C. Ashton's shareholders, officers,
employees, members of
their families and or consultants to Ashton
or agents of Ashton
may purchase Common Stock or other
securities of Alfa and, in the
future, may hold positions in and engage in
transactions with
respect to Alfa's Common Stock. Since
Ashton imposes restrictions
on such transactions to guard against
trading on the basis of non-
public information, Alfa shall at the time
it supplies any such
non-public information, notify Ashton of
its non-public nature.
(II) Duties of
Ashton.
(A) Ashton is, and shall
throughout the Term of this
Agreement, remain a member in good standing
of the NASD.
Ashton
shall immediately notify Alfa of any change
in its status as a
member in good standing of the NASD;
(B) Ashton shall be duly
registered as a broker/dealer
pursuant to the requirements of the
Securities Exchange Act of
1934, as amended (the "1934 Act") and shall
maintain such
registration in good standing during the
Term of this Agreement.
Both Ashton and any principal or registered
representative of
Aston are, and shall during the Term hereof
remain, registered in
every state where the Warrant Holders
reside. Ashton shall
immediately notify Alfa of any change in
its status as a duly
registered broker/dealer under the 1934
Act;
(C) Ashton shall comply with all
rules regulations,
proclamations, directives and decisions of
the SEC, NASD or any
state regulatory agency having jurisdiction
over the offer and
sale of securities or the solicitation of
the Warrants with
respect to the manner in which potential
investors are solicited
including, but not limited to the rules and
regulations relating
to the use of "cold calling" of potential
investors and the
requirement that Ashton have a pre-existing
relationship with
potential investors who are so solicited.
It shall be the sole
obligation of Ashton to assure compliance
with all such regulatory
rules, regulations and procedures;
(D) In the course of the
performance of this Agreement it
is expected that specific sensitive
material non-public
information concerning the operations or
planned operations of
Alfa and JOL and their business and
potential business partners
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and associates and their future plans shall
come to the attention
and knowledge of Ashton. In such event Ashton agrees that
it will
not divulge, discuss, or otherwise reveal
such information to any
third parties;
(E) Ashton agrees that any
breach of the foregoing
provisions shall constitute a material
breach of this Agreement;
3.2.
Services.
Ashton will provide to
Alfa, on a best
efforts basis, services as follows:
3.2.1.
Advice and Counsel:
Ashton will provide
advice and
counsel regarding Alfa's business and
financial plans and
strategies to the extent requested by Alfa
and consistent with
the terms of this Agreement and the rules
and regulations of any
regulatory agency having jurisidiction over
such activities.
3.2.2
Brokerage
Activities: To the
extent consistent with
Alfa's business objectives of attracting
long-term investors to
its Common Stoock, Ashton will use its best
efforts to arrange or
effect, as a broker, the purchase by
investors and/or investment
funds of Alfa's publicly traded Common
Stock.
3.2.3
Warrant Agent:
Ashton shall act
as Alfa's non-
exclusive Warrant Agent during the Reduced
Price Exercise Period
(and any extension by Alfa thereof) with
respect to the possible
exercise of Warrants by the Warrant
Holders.
3.2.4
Best Efforts:
Ashton shall devote
such time and
best efforts to the affairs of Alfa as are
reasonable and
adequate to render the services
contemplated by this Agreement.
Ashton cannot guarantee results on behalf
of Alfa but will pursue
all avenues available to it and through its
network of financial
and other contacts.
4. Compensation to Ashton
4.1 Warrant Agent Fee: As compensation for its
services
as Warrant Agent hereunder, Alfa shall pay
Ashton ten percent
(10%) of the gross amount of the proceeds
received by Alfa as a
result of the exercise during the Reduced
Price Exercise Period
of the Warrants when such exercise by the
Warrant Holders is a
