August 2, 2002


By Hand

Mr. Frank J. Drohan
Alfa International Corp.
107 Industrial Drive
Jersey City, New Jersey 07305
USA

Dear Frank,

This letter agreement ("Agreement") is to confirm our recent
discussions and understandings regarding the various
shareholdings in Journey of Light, Ltd., a corporation presently
being organized under the laws of Jersey in the United Kingdom
("JOL"), and our understanding regarding the possible acquisition
of JOL by Alfa International Corp., a New Jersey, USA corporation
("Alfa"). JOL is negotiating a contract with the Government of
Qatar (the "Contract"). A draft copy of the proposed Contract is
attached hereto. Unless indicated otherwise herein, capitalized
terms in this Agreement shall have the same meanings as in the
Contract.

JOL and Alfa hereby agree as follows:

1. that JOL will be a Channel Islands corporation, exempt
from taxes in the United Kingdom.

2. that all final decisions regarding the design, content
and theme of the Project shall be made exclusively by
Muftah Ben Omran, President of JOL, in his sole and
absolute discretion.

3. that JOL will, as soon as is practicable hereafter, grant
Alfa an option to purchase up to 5% of the outstanding
JOL stock for a total purchase price of $500,000 (the
"Option Grant"). The amount and timing of Alfa's
purchases of JOL stock subject to the Option Grant shall
be at Alfa's sole discretion provided only that at least
$100,000 of such JOL stock is purchased by Alfa within 15
days after the signing of the Contract by the Parties.
All unexercised portions of the Option Grant shall expire
within thirty (30) days after the Approval Date.

4. that the founding shareholders of JOL are Muftah Ben
Omran ("Muftah"), Frank J. Drohan ("Frank") and Mohamed
Khalifa A. Al Sada ("Mohamed") [collectively, the
"Founders"). In this Agreement, the term "JOL
Shareholders" shall mean the Founders as well as any new
shareholders of JOL other than Alfa up to the date of the
Acquisition (as hereinafter defined).

5. that simultaneously with the Stock Grant, JOL and all of
the JOL Shareholders, shall grant Alfa an additional
option (the "Acquisition Option") whereby Alfa, at its
sole discretion, shall have the absolute right to acquire
from the JOL Shareholders all the remaining JOL shares
that it doesn't already own, thereby making JOL a wholly
owned subsidiary of Alfa (the "Acquisition").  Alfa must
give notice to JOL within thirty (30) days after the
Approval Date of its intention to exercise the
Acquisition Option or the Acquisition Option will
thereafter expire. If Alfa gives JOL such notice, then
JOL shall allow Alfa a sufficient amount of time which is
reasonable and customary in such transactions with
publicly held U.S. companies to secure the approval of
its shareholders (the "Alfa Shareholders") and to close
the Acquisition.

6. that in the Acquisition, the JOL Shareholders will
exchange all of their JOL shares for shares of Alfa such
that (i) immediately after the Acquisition, the former
JOL Shareholders will own at least ninety (90) percent of
Alfa's then outstanding stock, and (ii) the shares of
Alfa owned by the Alfa Shareholders just prior to the
Acquisition will represent no more than ten (10) percent
of Alfa's outstanding stock immediately after the
Acquisition.

7. that JOL and Frank have agreed that Frank will subscribe
for and will be issued shares of JOL before the
Acquisition such that after the Acquisition occurs Frank
will own twenty-five (25) percent of Alfa's then
outstanding stock.

8. that JOL and Mohamed have agreed that Mohamed will
subscribe for and will be issued shares of JOL before the
Acquisition such that after the Acquisition occurs
Mohamed will own ten (10) percent of Alfa's then
outstanding stock.

9. that JOL and Muftah have agreed that Muftah will
subscribe for and will be issued shares of JOL before the
Acquisition such that after the Acquisition occurs Muftah
will own that percentage of Alfa's then outstanding stock
which is not owned by the JOL Shareholders or the Alfa
Shareholders.

JOL and Alfa hereby agree that no publicity or public notice
with respect to this Agreement shall be released to the general
public without the prior written consent of Alfa.

	JOL agrees that the JOL Shareholders shall, as part of the
subscription agreement for their JOL shares, agree to be bound by
the terms of this Agreement.

	This Agreement constitutes the entire agreement between JOL
and Alfa, and between Muftah and Frank, with respect to the subject
matter hereof and supersedes all other prior representations,
agreements, (including that certain handwritten agreement signed in
Qatar in June 2002 by Frank), and understandings, both written and
oral between them with respect to such subject matter.

If you agree to the contents of this Agreement please
indicate your agreement by countersigning a copy of this
Agreement where indicated below and returning it to me.



Sincerely,                     AGREED TO AND ACCEPTED:
Journey of Light, Ltd.        Alfa International Corp.
a Jersey (Channel Islands)    a New Jersey, USA
corporation                   corporation





By:________________________    By: ___________________________
Muftah Ben Omran               Frank J. Drohan
President                      President

            Dated: August 2, 2002






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