ALFA INTERNATIONAL CORP.

    Certificate of Designation, Preferences and Rights
               for Series B Preferred Stock,
                     $.01 Par Value
              ______________________________

     ALFA International Corp., a New Jersey Corporation (the
"Corporation"), by way of this certificate of designation,
preferences and rights (as it may hereafter be amended, modified
or supplemented upon vote of the Board of Directors of the
Corporation and approval of all holders of Series B Preferred
Stock, as such term is hereinafter defined, [the "Certificate"]
) certifies that, pursuant to the authority expressly vested in
the Board of Directors by the Corporation's Articles of
Incorporation, and in accordance with the provisions of the New
Jersey Business Corporation Act, the Board of Directors of the
Corporation has duly adopted the following resolution creating a
series of its preferred stock designated as Series B Preferred
Stock:

     RESOLVED, that pursuant to the authority expressly granted
to and vested in the Board of Directors of the Corporation
by the provisions of the Articles of Incorporation of the
Corporation, this Board of Directors hereby creates a
series of preferred stock, $.01 par value, and this Board
of Directors hereby fixes the designation and number of
shares and the voting power, relative preferences and
rights, and the qualifications, limitations or restrictions
of the shares of such series (in addition to the powers,
preferences and rights, and the qualifications, limitations
or restrictions thereon, set forth in the Articles of
Incorporation, as amended, which are applicable to all
series of preferred stock of the Corporation) as follows:


     Seventy-Five Thousand (75,000) shares of preferred stock,
par value $.01 per share, of the Corporation are hereby
constituted as a series of preferred stock designated as
Series B Preferred Stock (the "Series B Preferred Stock")
with the voting powers and preferences and rights
hereinafter set forth:

Authorized:       75,000 Shares

Price per Share:   $40

Dividends:

     (1) The holders of the shares of Series B Preferred Stock
(the "Preferred Shares") shall be entitled to receive, out
of funds or out of shares of the Corporation's $.01 par
value common stock ("Common Stock") legally available
therefor, dividends at the annual rate of $2.00 per
Preferred Share, either in shares of Common Stock or in cash
on the "Conversion Date" or on the "Redemption Date" (as
those terms are hereinafter defined), and no more, payable
in preference and priority to any payment of any cash
dividend on the Common Stock or any other shares of capital
stock of the Corporation. Such dividends shall be payable to
the holders of record of the Preferred Shares on the close
of business on either the Conversion Date or on the
Redemption Date, as the case may be, (such date is referred
to hereinafter as the "Dividend Payment Date"), provided
that, before any dividend may be paid with respect to the
Common Stock, or any other distribution of corporate assets
made thereon, holders of the Preferred Shares shall receive
all dividends accrued thereon.

    (2) Each of such annual dividends shall be fully cumulative
and shall accrue, whether or not earned or declared, without
interest, from the first day of the period in which such
dividend may be payable as herein provided.

    (3) No dividends shall be declared or paid or set apart for
payment on the Common Stock, or on the preferred stock of
any series ranking, as to dividends, junior to the Series B
Preferred Stock, for any period unless full cumulative
dividends have been or contemporaneously are declared and
paid (or declared and a sum sufficient for the payment
thereof has been set aside for such payment) on the Series B
Preferred Stock for all dividend payment periods terminating
on or prior to the date of payment of such full cumulative
dividends. Unless full cumulative dividends have been paid
on the Series B Preferred Stock, no other distribution shall
be made upon the Common Stock of the Corporation or upon any
securities junior to the Series B Preferred Stock.

Conversion:

     The holders of the Preferred Shares shall have conversion
rights as follows:

    (1)     Mechanics of Conversion.    In order for a holder of
Preferred Shares to convert all or some portion of the
Preferred shares into shares of Common Stock, and subject
to the restrictions set forth in this Certificate, such
holder shall surrender the certificate or certificates for
such Preferred Shares [the "Preferred Share
Certificate(s)"] at the office of the transfer agent of the
Common Stock (or the principal office of the Corporation if
the Corporation serves as its own transfer agent) together
with written notice as set forth in the conversion
certificate executed by such holder ("Notice") that such
holder elects to convert all or a specified number of
Preferred Shares represented by such Preferred Share
Certificate(s), provided that conversion shall not be
permitted with respect to less than 100 Preferred Shares at
any one time unless such shares represent the full amount
then convertible as set forth herein, and accompanied, if
required by the Corporation, by such holder's blank
executed stock power. The "Conversion Date" shall be the
date of receipt of such Preferred Share Certificate(s) and
Notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent). The
Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver to such holder of the
Preferred Shares, a certificate for the number of shares of
Common Stock to which such holder shall be entitled.

    (2)     Right to Convert.     Subject to the provisions for
adjustment and Redemption hereinafter set forth, on or
after the date of issuance of the Preferred Shares (the,
"Issue Date"), each such Preferred Share shall be
convertible (the "Conversion Right"), at the option of the
holder thereof, into forty (40) shares of Common Stock plus
the number of shares of Common Stock determined by dividing
the sum of (x) the accrued dividends as of the Conversion
Date on the Preferred Shares to be converted, by (y) one
dollar ($1.00) [the "Conversion Price"].

    (3)     Reservation of Shares of Common Stock.     The
Corporation shall, for so long as there are Preferred
Shares outstanding, reserve and keep available out of its
authorized but unissued shares of Common Stock, for the
purpose of effecting the conversion of the Preferred
Shares, such number of duly authorized shares of Common
Stock as shall from time to time be sufficient to effect
the conversion of all outstanding Preferred Shares and the
Corporation will use its reasonable best efforts to take
the action necessary to increase the number of reserved
shares from time to time, if needed, and to increase the
number of authorized shares of Common Stock if such an
increase becomes necessary to permit exercise of the
Conversion Right.

    (4)     Conversion Adjustment.     The number of shares of
Common Stock into which the Preferred Shares may be
converted shall be subject to adjustment from time to time
under certain circumstances as follows:

         (i)     In the event that the Corporation shall at any
time prior to such conversion either (a) subdivide the
outstanding shares of Common Stock into a greater number of
shares, (b) combine the outstanding shares of Common Stock
into a smaller number of shares, (c) change the outstanding
shares of Common Stock into the same or a given number of
shares of another class or classes of shares or (d) declare
a dividend on or in respect of the outstanding shares of
Common Stock or other securities of the Corporation, or (e)
offer to all the holders of the shares of Common Stock any
rights to subscribe for shares or for other securities of
the Corporation, then the holders of the Preferred Shares
shall be entitled, as the case may be, to receive the same
number of shares of Common Stock or other securities of the
Corporation, or to purchase at the same price that the
shares or securities are being offered to all the holders
of the shares of Common Stock, the number of such shares or
the amount of such securities as will represent the same
proportion of the outstanding shares of Common Stock prior
to such increase or decrease as they would have been
entitled to receive or subscribe for, as the case may be,
had they been holders of the number of shares of Common
Stock into which their Preferred Shares were convertible on
the record date for any such event.

    (ii)       In the event of a merger, including any
statutory merger of the Corporation with and into any of
its wholly owned subsidiaries ("Merger"), lawful provision
shall be made as part of the terms of such Merger that all
the Preferred Shares then outstanding, if any, (together
with all accumulated dividends thereon) shall be
automatically converted into the right to receive the
number of such shares or the amount of such securities or
assets as the holders of such Preferred Shares would have
been entitled to receive had they been holders of the
number of shares of Common Stock into which their Preferred
Shares were convertible on the record date for any such
Merger.

(iii)      In the event of the sale of substantially all
the assets of the Corporation, lawful provision shall be
made as part of the terms of such sale that all the
Preferred Shares then outstanding, if any, (together with
all accumulated dividends thereon) shall be automatically
converted into the right to receive the same kind and
amount of securities or assets as may be issuable,
distributable or payable upon such sale with respect to the
shares of Common Stock of the Corporation.

    (5)     Fractional Shares.     The Corporation shall not
issue fractional shares in satisfaction of the Conversion
Right of the Preferred Shares or in satisfaction of
dividends on the Preferred Shares but, in lieu thereof, all
such fractional shares, if any, shall be rounded up to the
nearest whole share amount on the Conversion Date or
Dividend Payment Date, as the case may be.

(6)     From and after the Conversion Date, unless there
shall have been a default in payment of the Conversion
Price, all rights of the holders of the Preferred Shares
designated for conversion in the Notice or in the Merger as
holders of the Preferred Shares (except the right to receive
the Conversion Price without interest upon surrender of
their certificate or certificates) shall cease with respect
to such Preferred Shares designated for conversion, and such
Preferred Shares shall not thereafter be transferred on the
books of the Corporation or be deemed to be outstanding for
any purpose whatsoever.

Redemption:

     (1)     At any time after twelve months after the Issue
Date (or at any time upon the mutual agreement of the
Corporation and all holders of Preferred Shares), while
there are such Preferred Shares outstanding, the
Corporation may, at the option of its Board of Directors,
redeem all or any number of such Preferred Shares then
outstanding by paying $40 per Preferred Share for each
Preferred Share so redeemed plus all accrued but unpaid
dividends then outstanding on the Preferred Shares so
redeemed (the "Redemption Price"). The Redemption Price may
be paid, at the Company's sole discretion, in cash or in
shares of Common Stock valued at one dollar ($1.00) per
share of Common Stock.

     (2)      At least 30 days prior to the date fixed for any
redemption of the Preferred Shares (hereinafter referred to
as a "Redemption Date"), written notice shall be mailed, by
first class or registered mail, postage prepaid, to each
holder of record of Preferred Shares to be redeemed, to the
address of such holder shown on the records of the
Corporation, notifying such holder of the election of the
Corporation to redeem such Preferred Shares, indicating
whether the Redemption Price will be paid in cash or in
shares of Common Stock, specifying the Redemption Date
which will also be the date on which such holder's
Conversion Right pursuant to this Certificate as to such
Preferred Shares being redeemed shall terminate and calling
upon such holder to surrender to the Corporation, in the
manner and at the place designated, such holder's
certificate or certificates representing the Preferred
Shares to be redeemed (such notice is hereinafter referred
to as the "Redemption Notice"). On or prior to the
Redemption Date, each holder of the Preferred Shares to be
redeemed shall surrender his or its certificate
representing such Preferred Shares to the Corporation in
the manner and at the place designated in the Redemption
Notice, and thereupon the Redemption Price of such
Preferred Shares shall be payable to the order of the
person whose name appears on such certificate or
certificates as the owner thereof and each surrendered
certificate shall be canceled. From and after the
Redemption Date, unless there shall have been a default in
payment of the Redemption Price, all rights of the holders
of the Preferred Shares designated for redemption in the
Redemption Notice as holders of the Preferred Shares
(except the right to receive the Redemption Price without
interest upon surrender of their certificate or
certificates) shall cease with respect to such Preferred
Shares designated for redemption, and such Preferred Shares
shall not thereafter be transferred on the books of the
Corporation or be deemed to be outstanding for any purpose
whatsoever.

     (3)        Subject to the provisions hereof, the Board of
Directors of the Corporation shall have authority to
prescribe the manner in which the Preferred Shares shall be
redeemed. Any Preferred Shares so redeemed shall be
permanently retired, shall no longer be deemed outstanding
and shall not under any circumstances be reissued, and the
Corporation may from time to time take such appropriate
action as may be necessary to reduce the authorized
Preferred Shares accordingly.

Voting:

     Except as may be required by the New Jersey Business
Corporation Act or as set forth in the next following
sentence, the Preferred Shares shall not be entitled to
vote on any matters submitted to the stockholders of the
Corporation. Without the approval of holders of a majority
of the outstanding Preferred Shares, the Corporation shall
not (1) authorize, create or issue any shares of any class
or series ranking senior to the Preferred Shares as to
liquidation rights, (2) amend, alter or repeal, by any
means, the Certificate of Incorporation whereby the powers,
preferences, or special rights of the Preferred Shares
would be adversely affected, or (3) subject the Preferred
Shares to any restrictions, other than restrictions arising
solely under the New Jersey Business Corporation Act or
existing under the Certificate of Incorporation as in
effect on March 1, 2002.

Liquidation:

     In the event of a liquidation, dissolution or winding up of
the Corporation, the holders of the Preferred Shares shall
be entitled to receive, after due payment or provision for
the payment of the debts and other liabilities of the
Corporation and prior to any liquidating distribution in
respect to any other class of stock, a liquidating
distribution equal to the Redemption Price.

Other:

     The Corporation is authorized to issue the balance of the
preferred stock not designated or otherwise provided for
herein, from time to time in one or more series, with such
designations, relative rights, preferences, or limitations
permitted by the relevant provisions of the New Jersey
Business Corporation Act as shall be fixed by the Board of
Directors in the resolution or resolutions providing for
the issuance of such stock, in respect of any class or
classes of stock or any series of any class of stock of the
Corporation which may be desired but which shall not be
fixed by this Certificate. The Board of Directors is
expressly authorized to adopt such resolution or
resolutions providing for the issuance of such stock,
including the power to specify the number of shares in any
series, from time to time, as the Board of Directors, in
its discretion, may deem desirable.



          IN WITNESS WHEREOF, ALFA International Corp. has
caused this Certificate to be duly executed and attested
effective as of the 1st day of June 2002.

Alfa International Corp.
ATTEST:


By:___________________________    By:___________________________
           Frank J. Drohan              Charles P. Kuczynski
           President                    Secretary





                         APPENDIX A

                  CONVERSION CERTIFICATE

                  ALFA International Corp.

        5% Convertible Preferred Stock, Series B

The undersigned holder (the "Holder") is surrendering to ALFA
International Corp, a New Jersey corporation (the "Company"),
one or more certificates for shares (the "Preferred Shares") of
5% Convertible Preferred Stock, Series B of the Company in
connection with the conversion of all or a portion of the
Preferred Shares, as set forth below.

1.       The Holder understands that the Preferred Shares were
issued by the Company pursuant to an exemption from registration
under the United States Securities Act of 1933, as amended (the
"Act"), and

2.      The Holder understands that  the shares of common stock,
$.01 par value, of the Company ("Common Shares") issued to the
Holder upon such conversion of the Preferred Shares shall
constitute "restricted securities" as that term is defined under
the Act and any offers or sales of the Common Shares by the
Holder will only be made in compliance with the requirements of
the Act and the rules and regulations, including Rule 144,
promulgated thereunder.

3.       The Holder understands that the certificate
representing the Common Shares to be issued upon the conversion
of the Preferred Shares will bear a restrictive legend,
substantially as follows:

"These Securities have not been registered under the
Securities Act of 1933, as amended, ("Act") or the securities
laws or regulations of any state.  They may not be offered
for sale or sold, absent an effective registration statement
under the Act or an opinion of counsel, satisfactory to the
Company, that such registration is not required under the Act
or any applicable State laws or regulations".


A.        Aggregate Liquidation Preference of Preferred
           Shares to be converted (not less than $4,000
           Unless Holder's total remaining Preferred
           Shares are less than $4,000):_____________________


B.       Accrued Dividends:            _______________________


C.       Conversion Price   $1.00 per share of Common Stock



        Number of Shares of Common Stock
        to be issued (A+B divided by C): ______________________


Delivery Instructions:



NAME OF HOLDER (PRINT):


_________________________________________


ADDRESS OF HOLDER:


_________________________________________

_________________________________________

_________________________________________






___________________________________
       (Signature of Holder)


___________________________________
            (Date)