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STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT made as of April 28, 1995, between Alfin, Inc.,
a New York corporation (hereinafter called the "Company"), and Jacques
Desjardins (hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the grant of an option covering the purchase of
100,000 shares of the Company's Common Stock (hereinafter called the "Grant")
was approved by a majority of the shareholders of the Company entitled to vote
at a meeting held on April 28, 1995; and
WHEREAS, the Company is making the Grant upon the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereby enter into this Stock Option Agreement
(hereinafter call the "Agreement") upon the following terms and conditions:
1. The Company hereby grants to the Optionee the option
(the "Option") to purchase all or part of an aggregate of
100,000 shares of Common Stock at a purchase price of $1.00
per share. The Option is not intended to qualify as an
incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended. The Option shall terminate
entirely at the close of business on December 31, 1999, and
may be exercised in whole or in part at any time prior to
expiration.
2. The Option is not transferable by the Optionee
otherwise than by will or the laws of descent and
distribution, and is exercisable, during his lifetime, only by
the Optionee.
3. In the event of the death of the Optionee it may be
exercised for a period of 90 days thereafter by the person or
persons to whom the Option is transferred by will or the laws
of descent and distribution.
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4. The Option may be exercisable only by written notice
to the Secretary of the Company as provided in Section 8
hereof. Such notice shall state the election to exercise the
Option and the number of shares in respect of which it is
being exercised and shall be signed by the Optionee. The
certificate or certificates of the shares as to which the
Option shall have been exercised will be registered only in
the name of the person exercising the Option. In the event the
Option becomes exercisable by another person or persons upon
the death of the Optionee, the notice of exercise shall be
accompanied by appropriate proof of the right to exercise the
Option.
5. At the time of exercise of the Option and prior to
the delivery of such shares, the Optionee shall pay in cash to
the Company the aggregate option price of all shares purchased
pursuant to an exercise of the Option. All payments shall be
made by check payable to the order of the Company. In lieu of
making payment in cash for the aggregate option price of
shares purchased pursuant to the exercise of the Option, the
Optionee may make such payment (i) by delivery to the Company
of Common Stock owned by the Optionee having a fair market
value at least equal to the aggregate option price or (ii)
partly in cash and partly by delivery of Common Stock. The
fair market value shall be established in accordance with any
reasonable valuation methods determined by the Committee. If
the fair market value of Common Stock so delivered exceeds the
aggregate option price (or part thereof), the Company will pay
to the Optionee in cash an amount equal to the fair market
value of the fractional portion of any share of Common Stock
so delivered and not applied by the Company in payment of the
option price and a certificate for any whole shares of Common
Stock not required to be applied by the Company in payment of
the option price. The Optionee shall not have any of the
rights and privileges of a stockholder of the Company with
respect to the shares delivered upon any exercise of the
Option unless and until certificates representing such shares
shall have been delivered to him.
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6. The Optionee agrees that any resale of the shares
received upon any exercise of the Option shall be made in
compliance with the registration requirements of the
Securities Act of 1933 as amended or an applicable exemption
therefrom and to promptly provide the Company with such
representations, certificates and other assurances of
compliance with such registration requirements as the Company
shall from time to time reasonably request. If the Optionee is
an "affiliate" of the Company within the meaning of Rule 144
under such Act, the Optionee agrees that any resale of the
shares received upon any exercise of the Option shall be made
in compliance with the registration requirements of such Act
or an applicable exemption therefrom, including without
limitation the exemption provided by Rule 144.
7. In the event that, prior to the delivery by the
Company of all of the shares of Common Stock in respect of
which the Option is granted, the number of outstanding shares
of Common Stock of the Company shall be changed through the
declaration of stock dividends, stock splits, recapitalization
or other change affecting the outstanding Common Stock, the
remaining number of shares of Common Stock still subject to
the Option and the purchase price thereof shall be
appropriately adjusted by the Committee.
8. Any notice to be given to the Company shall be
addressed to the Secretary of the Company at 720 Fifth Avenue,
New York, New York 10019 and any notice to be given to the
Optionee shall be addressed to him at his residence as it may
appear on the records of the Company or at such other address
as either party may hereafter designate in writing to the
other.
9. The Agreement shall be binding upon and inure to the
benefit of the parties hereto and any successors to the
business of tie Company, but this Agreement shall not be
assignable by the Optionee.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto as of the date and year first above written.
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ALFIN, INC.
By: /s/ Mayer D. Moyal, Chairman
______________________________
Mayer D. Moyal, Chairman
/s/ Jacques Dejardins
_________________________________
Jacques Dejardins, Optionee
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