WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE
ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE
144 UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THIS WARRANT
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

                ALFA INTERNATIONAL HOLDINGS CORP.

                Warrant To Purchase Common Stock

Warrant No.: CCP-001                 Number of Shares: 257,732

Date of Issuance: December __, 2005

Alfa International Holdings Corp., a Delaware corporation (the
Company"), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Cornell Capital Partners, LP ("Cornell"), the
registered holder hereof or its permitted assigns, is entitled,
subject to the terms set forth below, to purchase from the
Company upon surrender of this Warrant, at any time or times on
or after the date hereof, but not after 11:59 P.M. Eastern Time
on the Expiration Date (as defined herein) Two Hundred Fifty
Seven Thousand Seven Hundred Thirty Two (257,732) fully paid and
nonassessable shares of Common Stock (as defined herein) of the
Company (the "Warrant Shares") at the exercise price per share
provided in Section 1(b) below or as subsequently adjusted;
provided, however, that in no event shall the holder be entitled
to exercise this Warrant for a number of Warrant Shares in
excess of that number of Warrant Shares which, upon giving
effect to such exercise, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its
affiliates to exceed 4.99% of the outstanding shares of the
Common Stock following such exercise, except within sixty (60)
days of the Expiration Date.  For purposes of the foregoing
proviso, the aggregate number of shares of Common Stock
beneficially owned by the  holder and its affiliates shall
include the number of shares of Common Stock issuable upon
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exercise of this Warrant with respect to which the determination
of such proviso is being made, but shall exclude shares of
Common Stock which would be issuable upon (i) exercise of the
remaining, unexercised Warrants beneficially owned by the holder
and its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of
the Company beneficially owned by the holder and its affiliates
(including, without limitation, any convertible notes or
preferred stock) subject to a limitation on conversion or
exercise analogous to the limitation contained herein.  Except
as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  For purposes of this Warrant, in determining
the number of outstanding shares of Common Stock a holder may
rely on the number of outstanding shares of Common Stock as
reflected in (1) the Company's most recent Form 10-QSB or Form
10-KSB, as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the
Company or its transfer agent setting forth the number of shares
of Common Stock outstanding.  Upon the written request of any
holder, the Company shall promptly, but in no event later than
one (1) Business Day following the receipt of such notice,
confirm in writing to any such holder the number of shares of
Common Stock then outstanding.  In any case, the number of
outstanding shares of Common Stock shall be determined after
giving effect to the exercise of Warrants (as defined below) by
such holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.

     Section 1.

     (a)  This Warrant is the common stock purchase warrant (the
"Warrant") issued pursuant to the Securities Purchase Agreement
dated the date hereof by and between the Company and Cornell.

     (b)  Definitions.  The following words and terms as used in
this Warrant shall have the following meanings:

          (i)  "Approved Stock Plan" means any employee benefit
plan which has been approved  by the Board of Directors of the
Company, pursuant to which the Company's securities may be
issued to any employee, officer or director for services
provided to the Company.

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          (ii) "Business Day" means any day other than Saturday,
Sunday or other day on which commercial banks in the City of New
York are authorized or required by law to remain closed.

          (iii)  "Closing Bid Price" means the closing bid price
of Common Stock as quoted on the Principal Market (as reported
by Bloomberg Financial Markets ("Bloomberg") through its "Volume
at Price" function).

          (iv) "Common Stock" means (i) the Company's common
stock, par value $0.001 per share, and (ii) any capital stock
into which such Common Stock shall have been changed or any
capital stock resulting from a reclassification of such Common
Stock.

          (v)  "Event of Default" means an event of default
under the Convertible Debentures issued pursuant to the
Securities Purchase Agreement, or any other related agreements
hereunder between the Company and Cornell of even date herewith
which is not cured by the Company by any applicable cure period
therein.

          (vi) "Excluded Securities" means, provided such
security is issued at a price which is greater than or equal to
the arithmetic average of the Closing Bid Prices of the Common
Stock for the ten (10) consecutive trading days immediately
preceding the date of issuance, any of the following: (a) any
issuance by the Company of securities in connection with a
strategic partnership or a joint venture (the primary purpose of
which is not to raise equity capital), (b) any issuance by the
Company of securities as consideration for a merger or
consolidation or the acquisition of a business, product,
license, or other assets of another person or entity and (c)
options to purchase shares of Common Stock, provided (I) such
options are issued after the date of this Warrant to employees
of the Company within thirty (30) days of such employee's
starting his employment with the Company, and (II) the exercise
price of such options is not less than the Closing Bid Price of
the Common Stock on the date of issuance of such option.

          (vii)  "Expiration Date" means the date five (5) years
from the Issuance Date of this Warrant or, if such date falls on
a Saturday, Sunday or other day on which banks are required or
authorized to be closed in the City of New York or the State of
New York or on which trading does not take place on the
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Principal Exchange or automated quotation system on which the
Common Stock is traded (a "Holiday"), the next date that is not
a Holiday.

          (viii)  "Issuance Date" means the date hereof.

          (ix)  "Options" means any rights, warrants or options
to subscribe for or purchase Common Stock or Convertible
Securities.

          (x)  "Other Securities" means (i) those options and
warrants of the Company issued prior to, and outstanding on, the
Issuance Date of this Warrant, (ii) the shares of Common Stock
issuable on exercise of such options and warrants, provided such
options and warrants are not amended after the Issuance Date of
this Warrant, (iii) those shares of Series B Preferred Stock
issued prior to, and outstanding on, the Issuance Date of this
Warrant, (iv) the shares of Common Stock issuable upon
conversion or as payment of dividends on such Series B Preferred
Stock and  (v) the shares of Common Stock issuable upon exercise
of this Warrant.

          (xi) "Person" means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any
department or agency thereof.

          (xii)  "Principal Market" means the New York Stock
Exchange, the American Stock Exchange, the Nasdaq National
Market, the Nasdaq SmallCap Market, whichever is at the time the
principal trading exchange or market for such security, or the
over-thecounter market on the electronic bulletin board for such
security as reported by Bloomberg or, if no bid or sale
information is reported for such security by Bloomberg, then the
average of the bid  prices of each of the market makers for such
security as reported in the "pink sheets" by the National
Quotation Bureau, Inc.

          (xiii)  "Securities Act" means the Securities Act of
1933, as amended.

          (xiv)  "Warrant" means this Warrant and all Warrants
issued in exchange, transfer or replacement thereof.

          (xv)  "Warrant Exercise Price" shall be $0.97 or as
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subsequently adjusted as provided in Section 8 hereof.

          (xvi)  "Warrant Shares" means the shares of Common
Stock issuable at any time upon exercise of this Warrant.

     (c)  Other Definitional Provisions.

          (i)  Except as otherwise specified herein, all
references herein (A) to the Company shall be deemed to include
the Company's successors and (B) to any applicable law defined
or referred to herein shall be deemed references to such
applicable law as the same may have been or may be amended or
supplemented from time to time.

          (ii) When used in this Warrant, the words "herein",
"hereof", and "hereunder" and words of similar import, shall
refer to this Warrant as a whole and not to any provision of
this Warrant, and the words "Section", "Schedule", and "Exhibit"
shall refer to Sections of, and Schedules and Exhibits to, this
Warrant unless otherwise specified.

          (iii)  Whenever the context so requires, the neuter
gender includes the masculine or feminine, and the singular
number includes the plural, and vice versa.

     Section 2.   Exercise of Warrant.

     (a)  Subject to the terms and conditions hereof, this
Warrant may be exercised by the holder hereof then registered on
the books of the Company, pro rata as hereinafter provided, at
any time on any Business Day on or after the opening of business
on such Business Day, commencing with the first day after the
date hereof, and prior to 11:59 P.M. Eastern Time on the
Expiration Date (i) by delivery of a written notice, in the form
of the subscription notice attached as Exhibit A hereto (the
"Exercise Notice"), of such holder's election to exercise this
Warrant, which notice shall specify the number of Warrant Shares
to be purchased, payment to the Company of an amount equal to
the Warrant Exercise Price(s) applicable to the Warrant Shares
being purchased, multiplied by the number of Warrant Shares (at
the applicable Warrant Exercise Price) as to which this Warrant
is being exercised  (plus any applicable issue or transfer
taxes) (the "Aggregate Exercise Price") in cash or  wire
transfer of immediately available funds and the surrender of
this Warrant (or an indemnification undertaking with respect to
<PAGE>

this Warrant in the case of its loss, theft or destruction) to a
common carrier for overnight delivery to the Company as soon as
practicable following such date ("Cash Basis") or (ii) if at the
time of exercise, the Warrant Shares are not subject to an
effective registration statement or if an Event of Default has
occurred, by delivering an Exercise Notice and in lieu of making
payment of the Aggregate Exercise Price in cash or wire
transfer, elect instead to receive upon such exercise the "Net
Number" of shares of Common Stock determined according to the
following formula (the "Cashless Exercise"):

     Net Number = (A x B) - (A x C)
                  -----------------
                          B

     For purposes of the foregoing formula:

     A = the total number of Warrant Shares with respect to
         which this Warrant is then being exercised.

     B = the Closing Bid Price of the Common Stock on the date
         of exercise of the Warrant.

     C = the Warrant Exercise Price then in effect for the
         applicable Warrant Shares at the time of such exercise.

     In the event of any exercise of the rights represented by
this Warrant in compliance with this Section 2, the Company
shall on or before the fifth (5th) Business Day following the
date of receipt of the Exercise Notice, the Aggregate Exercise
Price and this Warrant (or an indemnification undertaking with
respect to this Warrant in the case of its loss, theft or
destruction) and the receipt of the representations of the
holder specified in Section 6 hereof, if requested by the
Company (the "Exercise Delivery Documents"), and if the Common
Stock is DTC eligible, credit such aggregate number of shares of
Common Stock to which the holder shall be entitled to the
holder's or its designee's balance account with The Depository
Trust Company; provided, however, if the holder who submitted
the Exercise Notice requested physical delivery of any or all of
the Warrant Shares, or, if the Common Stock is not DTC eligible
then the Company shall, on or before the fifth (5th) Business
Day following receipt of the Exercise Delivery Documents, issue
and surrender to a common carrier for overnight delivery to the
address specified in the Exercise Notice, a certificate,
<PAGE>

registered in the name of the holder, for the number of shares
of Common Stock to which the holder shall be entitled pursuant
to such request.  Upon delivery of the Exercise Notice and
Aggregate Exercise Price referred to in clause (i) or (ii) above
the holder of this Warrant shall be deemed for all corporate
purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised.
In the case of a dispute as to the determination of the Warrant
Exercise Price, the Closing Bid Price or the arithmetic
calculation of the Warrant Shares, the Company shall promptly
issue to the holder the number of Warrant Shares that is not
disputed and shall submit the disputed determinations or
arithmetic calculations to the holder via facsimile within one
(1) Business Day of receipt of the  holder's Exercise Notice.

     (b)  If the holder and the Company are unable to agree upon
the determination of the Warrant Exercise Price or arithmetic
calculation of the Warrant Shares within one (1) day of such
disputed determination or arithmetic calculation being submitted
to the holder, then the Company shall immediately submit via
facsimile (i) the disputed determination of the Warrant Exercise
Price or the Closing Bid Price to an independent, reputable
investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent, outside
accountant.  The Company shall cause the investment banking firm
or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the
holder of the results no later than forty-eight (48) hours from
the time it receives the disputed determinations or
calculations.  Such investment banking firm's or accountant's
determination or calculation, as the case may be, shall be
deemed conclusive absent manifest error.

     (c)  Unless the rights represented by this Warrant shall
have expired or shall have been fully exercised, the Company
shall, as soon as practicable and in no event later than five
(5) Business Days after any exercise and at its own expense,
issue a new Warrant identical in all respects to this Warrant
exercised except it shall represent rights to purchase the
number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant exercised, less the number of
Warrant Shares with respect to which such Warrant is exercised.

     (d)  No fractional Warrant Shares are to be issued upon any
pro rata exercise of this Warrant, but rather the number of
<PAGE>

Warrant Shares issued upon such exercise of this Warrant shall
be rounded up or down to the nearest whole number.

     (e)  If the Company or its Transfer Agent shall fail for
any reason or for no reason to issue to the holder within ten
(10) days of receipt of the Exercise Delivery Documents, a
certificate for the number of Warrant Shares to which the holder
is entitled or to credit the holder's balance account with The
Depository Trust Company for such number of Warrant Shares to
which the holder is entitled upon the holder's exercise of this
Warrant, the Company shall, in addition to any other remedies
under this Warrant or the Placement Agent Agreement or otherwise
available to such holder, pay as additional damages in cash to
such holder on each day the issuance of such certificate for
Warrant Shares is not timely effected an amount equal to 0.025%
of the product of (A) the sum of the number of Warrant Shares
not issued to the holder on a timely basis and to which the
holder is entitled, and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last
possible date which the Company could have issued such Common
Stock to the holder without violating this Section 2.

     (f)  If within ten (10) days after the Company's receipt of
the Exercise Delivery Documents, the Company fails to deliver a
new Warrant to the holder for the number of Warrant Shares to
which such holder is entitled pursuant to Section 2 hereof,
then, in addition to any other available remedies under this
Warrant or the Placement Agent Agreement, or otherwise available
to such holder, the Company shall pay as additional damages in
cash to such holder on each day after such tenth (10th) day that
such delivery of such new Warrant is not timely effected in an
amount equal to 0.25% of the product of (A) the number of
Warrant Shares represented by the portion of this Warrant which
is not being exercised and (B) the Closing Bid Price of the
Common Stock for the trading day immediately preceding the last
possible date which the Company could have issued such Warrant
to the holder without violating this Section 2.

     Section 3.     Covenants as to Common Stock.

     The Company hereby covenants and agrees as follows:

     (a)  This Warrant is, and any Warrants issued in
substitution for or replacement of this Warrant will upon
issuance be, duly authorized and validly issued.
<PAGE>

     (b)  All Warrant Shares which may be issued upon the
exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue
thereof.

     (c)  During the period within which the rights represented
by this Warrant may be exercised, the Company will at all times
have authorized and reserved at least one hundred percent (100%)
of the number of shares of Common Stock needed to provide for
the exercise of the rights then represented by this Warrant and
the par value of said shares will at all times be less than or
equal to the applicable Warrant Exercise Price.  If at any time
the Company does not have a sufficient number of shares of
Common Stock authorized and available, then the Company shall
call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the
number of authorized shares of Common Stock.

     (d)  If at any time after the date hereof the Company shall
file a registration statement, the Company shall include the
Warrant Shares issuable to the holder, pursuant to the terms of
this Warrant and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all Warrant
Shares from time to time issuable upon the exercise of this
Warrant; and the Company shall so list on each national
securities exchange or automated quotation system, as the case
may be, and shall maintain such listing of, any other shares of
capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated
quotation system.

     (e)  The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant
and in the taking of all such action as may reasonably be
requested by the holder of this Warrant in order to protect the
exercise privilege of the holder of this Warrant against
dilution or other impairment, consistent with the tenor and
purpose of this Warrant.  The Company will not increase the par
<PAGE>

value of any shares of Common Stock receivable upon the exercise
of this Warrant above the Warrant Exercise Price then in effect,
and (ii) will take all such actions as may be necessary or
appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon
the exercise of this Warrant.

     (f)  This Warrant will be binding upon any entity
succeeding to the  Company by merger, consolidation or
acquisition of all or substantially all of the Company's assets.

     Section 4.     Taxes.

     The Company shall pay any and all taxes, except any
applicable withholding, which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this
Warrant.

     Section 5.     Warrant Holder Not Deemed a Stockholder.

     Except  as otherwise specifically provided herein, no
holder, as such, of this Warrant shall be entitled to vote or
receive dividends or be deemed the holder of shares of capital
stock of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or
subscription rights, or otherwise, prior to the issuance to the
holder of this Warrant of the  Warrant Shares which he or she is
then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on such holder to purchase
any securities (upon exercise of this Warrant or otherwise) or
as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company.
Notwithstanding this Section 5, the Company  will provide the
holder of this Warrant with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously  with the giving thereof to the stockholders.



<PAGE>

     Section 6.     Representations of Holder.

     The holder of this Warrant, by the acceptance hereof,
represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a
view towards, or for resale in connection with, the public sale
or distribution of this Warrant or the Warrant Shares, except
pursuant to sales registered or exempted under the Securities
Act; provided, however, that by making the representations
herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and
reserves the right to dispose of this Warrant and the Warrant
Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act.
The holder of this Warrant further represents, by acceptance
hereof, that, as of this date, such holder is an "accredited
investor" as such term is defined in Rule 501(a)(1) of
Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act (an "Accredited Investor").
Upon exercise of this Warrant the holder shall, if requested by
the Company, confirm in writing, in a form satisfactory to the
Company, that the Warrant Shares so purchased are being acquired
solely for the holder's own account and not as a nominee for any
other party, for investment, and not with a view toward
distribution or resale and that such holder is an Accredited
Investor.  If such holder cannot make such representations
because they would be factually incorrect, it shall be a
condition to such holder's exercise of this Warrant that the
Company receive such other representations as the Company
considers reasonably necessary to assure the Company that the
issuance of its securities upon exercise of this Warrant shall
not violate any United States or state securities laws.

Section 7.     Ownership and Transfer.

     (a)  The Company shall maintain at its principal executive
offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this
Warrant, in which the Company shall record the name and address
of the person in whose name this Warrant has been issued, as
well as the name and address of each transferee.  The Company
may treat the person in whose name any Warrant is registered on
the register as the owner and holder thereof for all purposes,
notwithstanding any notice to the contrary, but in all events
recognizing any transfers made in accordance with the terms of
<PAGE>

this Warrant.

     Section 8.     Adjustment of Warrant Exercise Price and
Number  of Shares.

     The Warrant Exercise Price and the number of shares of
Common Stock issuable upon exercise of this Warrant shall be
adjusted from time to time as follows:

     (a)  Adjustment of Warrant Exercise Price and Number of
Shares upon Issuance of Common Stock.  If and whenever on or
after the Issuance Date of this Warrant, the Company issues or
sells, or is deemed to have issued or sold, any shares of Common
Stock (other than (i) Excluded Securities and (ii) shares of
Common Stock which are issued or deemed to have been issued by
the Company in connection with an Approved Stock Plan or upon
exercise or conversion of the Other Securities) for a
consideration per share less than a price (the "Applicable
Price") equal to the Warrant Exercise Price in effect
immediately prior to such issuance or sale, then immediately
after such issue or sale the Warrant Exercise Price then in
effect shall be reduced to an amount equal to such consideration
per share.  Upon each such adjustment of the Warrant Exercise
Price hereunder, the number of Warrant Shares issuable upon
exercise of this Warrant shall be adjusted to the  number of
shares determined by multiplying the Warrant Exercise Price in
effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant
immediately prior to such adjustment and dividing the product
thereof by the Warrant Exercise Price resulting from such
adjustment.

     (b)  Effect on Warrant Exercise Price of Certain Events.

     For purposes of determining the adjusted Warrant Exercise
Price under Section 8(a) above, the following shall be
applicable:

          (i)  Issuance of Options.  If after the date hereof,
the Company in any manner grants any Options and the lowest
price per share for which one share of Common Stock is issuable
upon the exercise of any such Option or upon conversion or
exchange of any convertible securities issuable upon exercise of
any such Option is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to
<PAGE>

have been issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For
purposes of this Section 8(b)(i), the lowest price per share for
which one share of Common Stock is issuable upon exercise of
such Options or upon conversion or exchange of such Convertible
Securities shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company
with respect to any one share of Common Stock upon the granting
or sale of the Option, upon exercise of the Option or upon
conversion or exchange of any convertible security issuable upon
exercise of such Option.  No further adjustment of the Warrant
Exercise Price shall be made upon the actual issuance of such
Common Stock or of such convertible securities upon the exercise
of such Options or upon the actual issuance of such Common Stock
upon conversion or exchange of such convertible securities.

          (ii) Issuance of Convertible Securities.  If after the
date hereof, the Company in any manner issues or sells any
convertible securities and the lowest price per share for which
one share of Common Stock is issuable upon the conversion or
exchange thereof is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the
issuance or sale of such convertible securities for such price
per share.  For the purposes of this Section 8(b)(ii), the
lowest price per share for which one share of Common Stock is
issuable upon such conversion or exchange shall be equal to the
sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to one share of Common
Stock upon the issuance or sale of the convertible security and
upon conversion or exchange of such convertible security.  No
further adjustment of the Warrant Exercise Price shall be made
upon the actual issuance of such Common Stock upon conversion or
exchange of such convertible securities, and if any such issue
or sale of such convertible securities is made upon exercise of
any Options for which adjustment of the Warrant Exercise Price
had been or are to be made pursuant to other provisions of this
Section 8(b), no further adjustment of the Warrant Exercise
Price shall be made by reason of such issue or sale.

          (iii)     Change in Option Price or Rate of
Conversion.  If the purchase price provided for in any Options,
the additional consideration, if any, payable upon the issue,
conversion or exchange of any convertible securities, or the
rate at which  any convertible securities are convertible into
<PAGE>

or exchangeable for Common Stock changes at any time, the
Warrant Exercise Price in effect at the time of such change
shall be adjusted to the Warrant Exercise Price which would have
been in effect at such time had such Options or convertible
securities provided for such changed purchase price, additional
consideration or changed conversion rate, as the case may be, at
the time initially granted, issued or sold and the number of
Warrant Shares issuable upon exercise of this Warrant shall be
correspondingly readjusted.  For purposes of this Section
8(b)(iii), if the terms of any Option or convertible security
that was outstanding as of the Issuance Date of this Warrant are
changed in the manner described in the immediately preceding
sentence, then such Option or convertible security and the
Common Stock deemed issuable upon exercise, conversion or
exchange thereof shall be deemed to have been issued as of the
date of such change.   No  adjustment pursuant  to  this Section
8(b) shall be made if such  adjustment would result in an
increase of the Warrant Exercise Price then in effect.

     (c)  Effect on Warrant Exercise Price of Certain Events.
For purposes of determining the adjusted Warrant Exercise Price
under Sections 8(a) and 8(b), the following shall be applicable:

          (i)  Calculation of Consideration Received.  If any
Common Stock, Options or convertible securities are issued or
sold or deemed to have been issued or sold for cash, the
consideration received therefore will be deemed to be the net
amount received by the Company therefore.  If any Common Stock,
Options or convertible securities are issued or sold for a
consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such
consideration, except where such consideration consists of
marketable securities, in which  case the  amount of
consideration received by the Company will be the market price
of such securities on the date of receipt of such securities.

     If any Common Stock, Options or convertible securities are
issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity,
the amount of consideration therefore will be deemed to be the
fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such Common Stock,
Options or convertible securities, as the case may be.  The fair
value of any consideration other than cash or securities will be
determined jointly by the Company and the holders of Warrants
<PAGE>

representing at least two-thirds (b) of the Warrant Shares
issuable upon exercise of the Warrants then outstanding.  If
such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring valuation (the
"Valuation Event"), the fair value of such consideration will be
determined within five (5) Business Days after the tenth (10th)
day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the holders of
Warrants representing at least two-thirds (b) of the Warrant
Shares issuable upon exercise of the Warrants then outstanding.
The determination of such appraiser shall be final and binding
upon all parties and the fees and expenses of such appraiser
shall be borne jointly by the Company and the holders of
Warrants.

          (ii)  Integrated Transactions.  In case any Option is
issued in connection with the issue or sale of other securities
of the Company, together comprising one integrated transaction
in which no specific consideration is allocated to such Options
by the parties thereto, the Options will be deemed to have been
issued for a consideration of $.01.

          (iii)  Treasury Shares.  The number of shares of
Common Stock outstanding at any given time does not include
shares owned or held by or for the account of the Company, and
the disposition of any  shares so owned or held will be
considered an issue or sale of Common Stock.

         (iv) Record Date.  If the Company takes a record of the
holders of Common Stock for the purpose of entitling them (1) to
receive a dividend or other distribution payable in Common
Stock, Options or in convertible securities or (2) to subscribe
for or purchase Common Stock, Options or convertible securities,
then such record date will be deemed to be the date of the issue
or sale of the shares of Common Stock deemed to have been issued
or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.

     (d)  Adjustment of Warrant Exercise Price upon Subdivision
or Combination  of Common Stock.

     If the Company at any time after the date of issuance of
this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its
<PAGE>

outstanding shares of Common Stock into a greater number of
shares, any Warrant Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced and the
number of shares of Common Stock obtainable upon exercise of
this Warrant will be proportionately increased.  If the Company
at any time after the date of issuance of this Warrant combines
(by combination, reverse stock split or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller
number of shares, any Warrant Exercise Price in effect
immediately prior to such combination will be proportionately
increased and the number of Warrant Shares issuable upon
exercise of this Warrant will be proportionately decreased.  Any
adjustment under this Section 8(d) shall become effective at the
close of business on the date the subdivision or combination
becomes effective.

     (e)  Distribution of Assets.

     If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to
holders of Common Stock, by way of return of capital or
otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a
dividend, spin off, reclassification, corporate rearrangement or
other similar transaction) (a "Distribution"), at any time after
the issuance of this Warrant, then, in each such case:

          (i)  any Warrant Exercise Price in effect immediately
prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive the
Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by
multiplying such Warrant Exercise Price by a fraction of which
(A) the numerator shall be the Closing Sale Price of the Common
Stock on the trading day immediately preceding such record date
minus the value of the Distribution (as determined in good faith
by the Company's Board of Directors) applicable to one share of
Common Stock, and (B) the denominator shall be the Closing  Sale
Price of the Common Stock on the trading day immediately
preceding such record date; and

          (ii) either (A) the number of Warrant Shares
obtainable upon exercise of this Warrant shall be increased to a
number of shares equal to the number of shares of Common Stock
obtainable immediately prior to the close of business on the
<PAGE>

record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution multiplied by the
reciprocal of the fraction set forth in the immediately
preceding clause (i), or (B) in the event that the Distribution
is of common stock of a company whose common stock is traded on
a national securities exchange or a national automated quotation
system, then the holder of this Warrant shall receive an
additional warrant to purchase Common Stock, the terms of which
shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the amount of the assets that
would have been payable to the holder of this Warrant pursuant
to the Distribution had the holder exercised this Warrant
immediately prior to such record date and with an exercise price
equal to the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding clause (i).

     (f)  Certain Events.

     If any event occurs of the type contemplated by the
provisions of this Section 8 but not expressly provided for by
such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company's Board of Directors
will make an appropriate adjustment in the Warrant Exercise
Price and the number of shares of Common Stock obtainable upon
exercise of this Warrant so as to protect the rights of the
holders of the Warrants; provided, except as set forth in
section 8(d),that no such adjustment pursuant to this  Section
8(f) will increase the Warrant Exercise Price or decrease the
number of shares of Common Stock obtainable as otherwise
determined pursuant to this Section 8.

     (g)  Notices.

          (i)  Immediately upon any adjustment of the Warrant
Exercise Price, the Company will give written notice thereof to
the holder of this Warrant, setting forth in reasonable detail,
and certifying, the calculation of such adjustment.

          (ii)  The Company will give written notice to the
holder of this Warrant at least ten (10) days prior to the date
on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Stock,
(B) with respect to any pro rata subscription offer to holders
<PAGE>

of Common Stock or (C) for determining rights to vote with
respect to any Organic Change (as defined below), dissolution or
liquidation, provided that such information shall be made known
to the public prior to or in conjunction with such notice being
provided to such holder.

          (iii)  The Company will also give written notice to
the holder of this Warrant at least ten (10) days prior to the
date on which any Organic Change, dissolution or liquidation
will take place, provided that such information shall be made
known to the public prior to or in conjunction with such notice
being provided to such holder.

     Section 9.     Purchase Rights; Reorganization,
Reclassification, Consolidation, Merger or Sale.

     (a)  In addition to any adjustments pursuant to Section 8
above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the "Purchase Rights"),
then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such
holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant immediately before the
date on which a record is taken for the grant, issuance or sale
of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

     (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the
Company's assets to another Person or other transaction in each
case which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect
to or in exchange for Common Stock is referred to herein as an
"Organic Change."

     Prior to the consummation of any (i) sale of all or
substantially all of the Company's assets to an acquiring Person
or (ii) other Organic Change following which the Company is not
a surviving entity, the Company will secure from the Person
purchasing such assets or the successor resulting from such
<PAGE>

Organic Change (in each case, the "Acquiring Entity") a written
agreement (in form and substance satisfactory to the holders of
Warrants representing at least two-thirds (iii) of the Warrant
Shares issuable upon exercise of the Warrants then outstanding)
to deliver to each holder of Warrants in exchange for such
Warrants, a security of the Acquiring Entity evidenced by a
written instrument substantially similar in form and substance
to this Warrant and satisfactory to the holders of the Warrants
(including an adjusted warrant exercise price equal to the value
for the Common Stock reflected by the terms of such
consolidation, merger or sale, and exercisable for a
corresponding number of shares of Common Stock acquirable and
receivable upon exercise of the Warrants without regard to any
limitations on exercise, if the value so reflected is less than
any Applicable Warrant Exercise Price immediately prior to such
consolidation, merger or sale).  Prior to the consummation of
any other Organic Change, the Company shall make appropriate
provision (in form and substance satisfactory to the holders of
Warrants representing a majority of the Warrant Shares issuable
upon exercise of the Warrants then outstanding) to insure that
each of the holders of the Warrants will thereafter have the
right to acquire and receive in lieu of or in addition to (as
the case may be) the Warrant Shares immediately theretofore
issuable and receivable upon the exercise of such holder's
Warrants (without regard to any limitations on exercise), such
shares of stock, securities or assets that would have been
issued or payable in such Organic Change with respect to or in
exchange for the number of Warrant Shares which would have been
issuable and receivable upon the exercise of such holder's
Warrant as of the date of such Organic Change (without taking
into account any limitations or restrictions on the
exercisability of this Warrant).

     Section 10.   Lost, Stolen, Mutilated or Destroyed Warrant.

     If this Warrant is lost, stolen, mutilated or destroyed,
the Company shall promptly, on receipt of an indemnification
undertaking (or, in the case of a mutilated Warrant, the
Warrant), issue a new Warrant of like denomination and tenor as
this Warrant so lost, stolen, mutilated or destroyed.

     Section 11.   Notice.

     Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this
<PAGE>

Warrant must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of
receipt is received by the sending party transmission is
mechanically or electronically generated and kept on file by the
sending party); or (iii) one Business Day after deposit with a
nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall
be:

If to Cornell:          Cornell Capital Partners, LP
                        101 Hudson Street - Suite 3700
                        Jersey City, NJ  07302
                        Attention:     Mark A. Angelo
                        Telephone:     (201) 985-8300
                        Facsimile:     (201) 985-8266

With Copy to:           David Gonzalez, Esq.
                        101 Hudson Street - Suite 3700
                        Jersey City, NJ 07302
                        Telephone:     (201) 985-8300
                        Facsimile:     (201) 985-8266

If to the Company:      Alfa International Holdings Corp.
                        Empire State Building - Suite 1103
                        350 Fifth Avenue
                        New York, NY 10118
                        Attention:     Frank J. Drohan
                        Telephone:     (212) 563-4141
                        Facsimile:     (212) 563-3355

With a copy to:         Sichenzia Ross Friedman Ference LLP
                        1065 Avenue of the Americas - 21st Floor
                        New York, NY 10018
                        Attention:     Louis Brilleman, Esq.
                        Telephone:     (212) 930-9700
                        Facsimile:     (212) 930-9725

     If to a holder of this Warrant, to it at the address and
facsimile number set forth on Exhibit C hereto, with copies to
such holder's representatives as set forth on Exhibit C, or at
such other address and facsimile as shall be delivered to the
Company upon the issuance or transfer of this Warrant.  Each
party shall provide five days' prior written notice to the other
<PAGE>

party of any change in address or facsimile number.

     Written confirmation of receipt (A) given by the recipient
of such notice, consent, facsimile, waiver or other
communication, (or (B) provided by a nationally recognized
overnight delivery service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     Section 12.     Date.

     The date of this Warrant is set forth on page 1 hereof.
This Warrant, in all events, shall be wholly void and of no
effect after the close of business on the Expiration Date,
except that notwithstanding any other provisions hereof, the
provisions of Section 8(b) shall continue in full force and
effect after such date as to any Warrant Shares or other
securities issued upon the exercise of this Warrant.

     Section 13.    Amendment and Waiver.

     Except as otherwise provided herein, the provisions of the
Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company has obtained the written
consent of the holders of Warrants representing at least two-
thirds of the Warrant Shares issuable upon exercise of the
Warrants then outstanding; provided that, except for Section
8(d), no such action may increase the Warrant Exercise Price or
decrease the number of shares or class of stock obtainable upon
exercise of any Warrant without the written consent of the
holder of such Warrant.

     Section 14.     Descriptive Headings; Governing Law.

     The descriptive headings of the several sections and
paragraphs of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant.  The corporate laws of
the State of New Jersey shall govern all issues concerning the
relative rights of the Company and its stockholders.  All other
questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the
internal laws of the State of New Jersey, without giving effect
to any choice of law or conflict of law provision or rule
<PAGE>

(whether of the State of New Jersey or any other jurisdictions)
that would cause the application of the laws of any
jurisdictions other than the State of New Jersey.  Each party
hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in Hudson County and the United
States District Court for the District of New Jersey, for the
adjudication of any dispute hereunder or in connection herewith
or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or
proceeding is improper.  Each party hereby irrevocably waives
personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

     Section  15.     Waiver of Jury Trial.

     AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER
INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED
WITH THIS TRANSACTION.

     IN WITNESS WHEREOF, the Company has caused this Warrant to
be signed as of the date first set forth above.

                               ALFA INTERNATIONAL HOLDINGS CORP.

                               By:   /s/ Frank J. Drohan
                                  ------------------------
                               Name:     Frank J. Drohan
                               Title:    President & CEO






<PAGE>
                      EXHIBIT A TO WARRANT

                        EXERCISE NOTICE

                         TO BE EXECUTED
      BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
             ALFA INTERNATIONAL HOLDINGS CORP.

     The undersigned holder hereby exercises the right to
purchase ______________ of the shares of Common Stock ("Warrant
Shares") of Alfa International Holdings Corp., a Delaware
corporation (the "Company"), evidenced by the attached Warrant
(the "Warrant").  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth

Specify Method of exercise by check mark:

1.  ___ Cash Exercise

       (a)  Payment of Warrant Exercise Price.  The holder shall
pay   the Aggregate Exercise Price of $______________ to the
Company in accordance with the terms of the Warrant.

       (b)  Delivery of Warrant Shares.  The Company shall
deliver to the holder _________ Warrant Shares in accordance
with the terms of the Warrant.

2.  ___ Cashless Exercise

       (a)  Payment of Warrant Exercise Price.  In lieu of
making payment of the Aggregate Exercise Price, the holder
elects to receive upon such exercise the Net Number of shares of
Common Stock determined in accordance with the terms of the
Warrant.

       (b)  Delivery of Warrant Shares.  The Company shall
deliver to the holder _________ Warrant Shares in accordance
with the terms of the Warrant.

Date: _______________ __, ______

Name of Registered Holder

By:        ____________________
Name:      ____________________
Title:     ____________________
<PAGE>


                      EXHIBIT B TO WARRANT

                     FORM OF WARRANT POWER


     FOR VALUE RECEIVED, the undersigned does hereby assign and
transfer to ________________, Federal Identification No.
__________, a warrant to purchase ____________ shares of the
capital stock of Alfa International Holdings Corp., a Delaware
corporation, represented by warrant certificate no. _____,
standing in the name of the undersigned on the  books of said
corporation.  The undersigned does hereby irrevocably constitute
and appoint ______________, attorney to transfer the warrants of
said corporation, with full power of substitution in the
premises.

Dated: ______________________      _____________________________

                                   By:__________________________
                                   Name:________________________
                                   Title:_______________________