EMPLOYMENT AGREEMENT 
dated as of August 1, 1997 by and between
Alfa International Corp.
a New Jersey Corporation, with its address at
50 South Buckhout Street
Irvington-On-Hudson
New York 10533 (the "Company")
and Charles P. Kuczynski (the "Employee") 
(the "Agreement")



RECITALS:

A.  The Company desires to secure the services of Employee, and 
Employee desires to furnish services to the Company, on the terms 
and conditions set forth in this Agreement.

B.  This Agreement replaces and supersedes that certain employment 
agreement dated as of January 2, 1997 by and between the Employee 
and Alfa Acquisition Corp.,  a New York Corporation and wholly owned 
subsidiary of the Company.



AGREEMENT:


In consideration of the mutual promises contained in this 
Agreement and other good and valuable consideration, the receipt  
and sufficiency of which the parties acknowledge, the parties agree 
as follows:

1. Employment Term.  The Company agrees to employ Employee, 
and Employee agrees to enter the Company's employment, for a period 
of five years (the "Employment Term") commencing on August 1, 1997 
(the "Commencement Date"). Employee may terminate this Agreement at 
any time after two years after the first day of the Employment Term 
by giving the Company at least sixty days prior written notice.

2. Office and Duties. During the Employment Term, the Company 
shall employ Employee and Employee shall serve as the Company's 
Secretary and as the Vice-President of Sales of the Company's 
wholly owned subsidiary, Ty-Breakers Corp. ("Ty-Breakers"). In such 
capacities, Employee shall exercise all rights and powers of those 
offices as set forth in the Company's and Ty-Breakers' Articles of 
Incorporation and Bylaws. Employee also shall perform such other 
duties and exercise such powers as the Company's President or Board 
of Directors may reasonably require.

3. Sole Employment. Employee agrees that his employment by the 
Company as set forth herein shall be his sole employment and he 
shall not perform any advisory, or in any other capacity, work for 
any other individual, firm or company, other than the Company and 
Ty-Breakers, without the prior written consent of the Company. 
Employee shall devote all of his business time and attention to the 
Company's and/or Ty-Breakers's business and affairs. 

4. Compensation. 

4.1   Salary. In consideration of the services to be 
rendered by Employee, the Company agrees to pay Employee, and 
Employee agrees to accept, an annual salary of $45,000 during each 
year of the Employment Term. On each anniversary of the first day 
of the Employment Term, the Company shall increase the salary that 
the Company must pay Employee during the year following such 
anniversary by multiplying $45,000 by the following fraction: The 
fraction's denominator shall be the "consumer price index" in 
effect on the first day of the Employment Term and the fraction's 
numerator shall be the "consumer price index" in effect on the 
anniversary date on which Employee's salary is recomputed. For 
purposes of this paragraph 4.1, the "consumer price index" shall 
mean the "consumer price index" for all urban consumers--U.S. city 
average (all items; 1967 = 100 base) as published by the United 
States Bureau of Labor Statistics (or any successor agency) or any 
other index that the Bureau of Labor Statistics may employ in lieu 
of the "consumer price index". In no year shall the Company 
decrease Employee's salary prevailing at the end of the preceding 
year, but, upon approval of the Board of Directors, the Company 
may, based on Employee's performance, increase the employee's 
salary any time during the Employment Term. The Company shall pay 
Employee's salary in accordance with the Company's regular payroll 
practices.

4.2   Bonus. For each of the Company's fiscal years that 
fall, in whole or in part, within the Employment Term, the Company 
shall, based upon Ty-Breakers' sales performance in such fiscal 
year, pay Employee an annual bonus equal to a percentage of the 
Employee's salary for such fiscal year, based on Ty-Breakers' total 
net sales, as determined in accordance with generally accepted 
accounting principles, ("Net Sales") in such fiscal year, as 
follows:

   Net Sales do not include sales of any subsidiary company(s), 
if any, which the Company may acquire at any time, unless such 
subsidiary company(s) are in substantially the same business 
as the business presently being conducted by Ty-Breakers, in 
which case the net sales of such similar subsidiary(s) will be 
included in Net Sales. During each fiscal year within the 
Employment Term the Company will pay Employee a bonus 
calculated by multiplying the Employee's salary for such 
fiscal year by a fraction rounded to the nearest hundredth. 
The numerator of this fraction is the Net Sales for such 
fiscal year, rounded to the nearest thousand dollars and the 
denominator is 4,000. For example; if Ty-Breakers had Net 
Sales of $1,836,279 in its 1997 fiscal year, then the 
Employee's bonus for the 1997 fiscal year would be calculated 
as follows:


Bonus   = 1,836 divided by 4,000 times $45,000
        = 0.459 x $45,000
        = 0.46  x $45,000
        = $20,700


The Company shall pay each annual bonus on a quarterly basis 
as such bonus accrues, within two months after the end of each 
quarter. If the Employment Term begins on a day other than the 
first day of the Company's fiscal year, the bonus for fiscal years 
ending immediately after the beginning and the end of the 
Employment Term shall be prorated.


4.3  Stock Options.  Employee shall, in accordance with 
the terms and conditions of the "Alfa International Corp. 1987 
Stock Option Plan (the "Plan"), have the option to purchase up to 
25,000 shares of Alfa's $0.01 par value common stock (the "Alfa 
Common Stock") during each year of the Employment Term, at an 
exercise price equal to $1.00. Employee's right to purchase the 
aforesaid Alfa Common Stock shall be governed by the terms and 
conditions of the Plan, all of which are incorporated herein by 
reference. 


5.Employee Benefits.

5.1   Insurance.   During the Employment Term, the Company 
shall, in accordance with then prevailing Company policy, provide 
Employee with health and life insurance coverage under its group 
policies, if and when such group policies come into effect.

5.2   Other Benefits.  The Company shall provide Employee 
with any pension plan that the Company offers any of its executives 
at any time during the Employment Term. The Company shall offer 
such pension plan to Employee on the most favorable terms and under 
the most favorable conditions as such plan is offered to any other 
Company executive. 

5.3   Deferred Compensation.   Subject to the approval 
of the Company's Board of Directors, Employee may, if offered to 
him by the Company and at his option, enter into a "Deferred 
Compensation Plan" with the Company whereby Employee may defer some 
portion of his compensation. The terms and conditions of any such 
Deferred Compensation Plan, if any, will control the rights and 
obligations of the parties thereto and will be determined by and 
approved by the Board of Directors of the Company.

6.Expenses.   The Company agrees to pay, or reimburse 
Employee for, all travel, entertainment and other business expenses 
incurred or expended by Employee in performing his duties and 
responsibilities on behalf of the Company and Ty-Breakers under 
this Agreement. Employee agrees to provide proof of the expenses 
for which he seeks reimbursement in accordance with the Company's 
present expense reporting policies. 

7.Vacations. Employee shall be entitled to and shall 
accrue vacation time at the rate of three weeks per year of the 
Employment Term. Employee's vacation time shall accumulate from 
year to year.

8.Termination of Employment / Agreement.

8.1Cause The Company may terminate Employee's 
employment for cause upon thirty days written notice if (i) 
Employee is convicted, by a court of competent and final 
jurisdiction, of any crime which constitutes a felony in the 
jurisdiction involved, (ii) Employee commits any act of fraud 
against or breaches a fiduciary obligation to the Company, (iii) 
Employee shall incur any liability on the Company's behalf not in 
the ordinary course of the Company's business (iv) the 
representation contained in paragraph 10 of this Agreement is false 
or (v) Employee fails or refuses in any respect to perform his 
duties under this Agreement. If, for any reason, the Company 
terminates Employee's employment without cause, Employee shall be 
entitled to receive the salary provided for in paragraph 4.1, the 
bonus described in paragraph 4.2, and the stock options described 
in paragraphs 4.3 and the benefits (to the full extent not 
disallowed by the terms of their contracts) described in paragraph 
5 until the end of the Employment Term, and to retain the signing 
bonus described in paragraph 4.4 hereof.

8.2   Death or Permanent Disability.  If, during the Employment 
Term, Employee shall die or become permanently disabled (as defined 
in sub paragraph 8.3) his Employment under this Agreement shall 
terminate. In the event of Employee's death during the Employment 
Term and in addition to any payments to Employee's beneficiary or 
estate made with respect to any insurance contracts entered under 
the terms of this Agreement, the Company shall pay the personal 
representative of Employee's estate the salary and bonus provided 
for in Paragraphs 4.1 and 4.2 through the end of the month after 
the month in which Employee's death occurs. Thereafter this 
Agreement will automatically terminate.

8.3  Disability.   If, during the Employment Term, Employee 
shall become physically or mentally disabled so as to be unable to 
perform any of his material duties hereunder, he shall nonetheless 
continue to receive his full salary (but not his bonus) for a 
period of six months or any part thereof for any continuous 
disability, less any amounts received by him from any disability 
insurance policy then in effect for his benefit. At any time 
subsequent to the expiration of such six month period, the Company 
may cancel this Agreement upon ten days written notice to the 
Employee.

No disability shall be deemed to exist until after the 
Employee shall have been unable to perform any of his duties 
hereunder for a period of thirty consecutive days, but if such 
disability continues for sixty consecutive days, then the same 
shall be deemed to have existed from the first day of such 
disability.

If the Employee shall have been disabled and shall have 
returned to work after the end of such disability, any new 
disability commencing within ninety days of the termination of the 
prior disability shall be deemed a continuation of the prior 
disability, and the period of all such disabilities shall be added 
together to determine the rights of the Employee and the Company 
hereunder.

At the end of any temporary disability, Employee shall return 
to work and this Agreement shall continue as though such disability 
had not occurred, except where specifically provided to the 
contrary herein. During any period of disability, Employee shall 
not receive any allowance for expenses.


9.  Non-Competition Covenant.  For a period of one year after 
the termination (for any reason whatsoever) or expiration of this 
Agreement, Employee shall not, directly or indirectly, solicit or 
service any accounts, customers, vendors, suppliers or other 
persons or entities with which Employee or the Company or Ty-
Breakers has done business, negotiated or otherwise had business 
dealings, at any time during the three years prior to such 
termination or expiration date. In the event of Employee's actual 
or threatened breach of provisions of this paragraph, the Company 
shall be entitled to any injunction restraining Employee therefrom. 
Nothing contained herein shall be construed as prohibiting the 
Company from pursuing any other available remedies for such breach 
or threatened breach, including recovery of damages from Employee.

10.Representation.  Employee, in order to induce the Company 
to enter into and perform this Agreement, hereby represents and 
warrants to the Company that he is not a party to any contract, 
agreement or understanding which prevents or prohibits, or with 
notice or the passage of time or both, would prevent or prohibit 
Employee from entering into this Agreement or fully performing all 
of his obligations hereunder or which would be breached thereby.

11.Miscellaneous  

11.1  Assignment.  This Agreement shall inure to the 
benefit of and shall be binding upon the heirs and personal 
representative of Employee and shall inure to the benefit of and be 
binding upon the Company and its successors and assigns. Neither 
party may assign, transfer, pledge, encumber, hypothecate or 
otherwise dispose of this Agreement or any of its or his rights 
hereunder without the prior written consent of the other party, and 
any such attempt to assign (other than the Company assigning this 
Agreement by operation of law in a merger), transfer, pledge, 
encumber or hypothecate without such consent shall be null and 
void.

11.2  Governing Law.  This Agreement is executed and 
delivered in New York. The laws of the state of New York shall 
govern its validity, interpretation and enforcement.


11.3  Attorney's Fees.  If a dispute arises from this 
Agreement, the prevailing party shall be entitled to collect its 
reasonable costs and expenses, including reasonable attorneys' 
fees, from the losing party.

11.4   Complete Agreement.  This Agreement supersedes any 
and all prior agreements and understandings between the parties 
with respect to the Company's employment of Employee and with 
respect to any subsidiary of the Company's employment of Employee 
and constitutes the complete understanding between the parties with 
respect to the Company's, or any of its subsidiaries', employment 
of Employee. No statement, representation, warranty or covenant 
made by either party with respect to Employee's employment will be 
binding unless expressly set forth in this Agreement. This 
Agreement may not be altered, modified or amended except by written 
instrument signed by each of the parties. Recital A and Recital B 
set forth in the beginning of this Agreement are incorporated 
herein as if set forth in the body of this Agreement.

11.5  Counterparts.   The parties may execute this 
Agreement in counterparts, each of which shall constitute an 
original, but all of which together shall constitute one and the 
same instrument.

11.6  Headings.  The paragraph headings of this Agreement 
are for convenience of reference only and shall not expand, modify, 
limit or define the text of this Agreement.

11.7  Notices.   Any notice or other communication 
required or made under this Agreement shall be in writing and shall 
be delivered personally, telegraphed, or sent by registered, 
certified or express mail, postage prepaid, and shall be deemed 
given when so delivered personally, telegraphed, or, if mailed, two 
days after the date of mailing, to the recipient at the following 
address (or to such other address as the recipient may designate by 
giving written notice):



     To Employee:                    Charles P. Kuczynski
                                     20 West 13th Street
                                     Bayonne, New Jersey 07002




    To the Company:                  Alfa International Corp.
                                     50 South Buckhout Street
                                     Irvington-On-Hudson
                                     New York  10533
                                     ATT: President


11.8  Severability.   In the event that any one or more of 
the provisions of this Agreement shall be deemed to be invalid, 
illegal or unenforceable in any respect, in whole or in part, the 
validity, legality and enforceability of the remainder of the 
provisions of this Agreement shall not in any way be affected.

11.9   Waivers.   A written waiver, or successive written 
waivers, by either party of any breach or default by the other 
party of any of the terms and provisions of this Agreement, shall 
not operate as a waiver, or custom of waiver, of any other breach 
or default, whether similar to or different from the breach or 
default waived. No waiver shall be effective unless in writing and 
signed by the party to be charged.


Alfa International Corp.,                      Employee
a New Jersey corporation




By                                         By                       
      Frank J. Drohan                         Charles P. Kuczynski
      President