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                              BYLAWS

                                OF

                  ALFA INTERNATIONAL HOLDINGS CORP.

                     (a Delaware corporation)

                            ARTICLE I

                          STOCKHOLDERS

          1. CERTIFICATES REPRESENTING STOCK. Certificates
representing stock in the corporation shall be signed by, or in
the name of, the corporation by the Chairperson or Vice
Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation. Any or all the signatures on any such
certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same effect
as if such person were such officer, transfer agent, or
registrar at the date of issue.

          Whenever the corporation shall be authorized to issue
more than one class of stock or more than one series of any
class of stock, and whenever the corporation shall issue any
shares of its stock as partly paid stock, the certificates
representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements
prescribed by the General Corporation Law. Any restrictions on
the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the
certificate representing such shares.

          The corporation may issue a new certificate of stock
or uncertificated shares in place of any certificate theretofore
issued by it, alleged to have been lost, stolen, or destroyed,
and the Board of Directors may require the owner of the lost,
stolen, or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to
indemnify the corporation against any claim that may be made
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against it on account of the alleged loss, theft, or destruction
of any such certificate or the. issuance of any such new
certificate or uncertificated shares.

          2. UNCERTIFICATED SHARES. Subject to any conditions
imposed by the General Corporation Law, the Board of Directors
of the corporation may provide by resolution or resolutions that
some or all of any or all classes or series of the stock of the
corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated
shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation
Law.

          3. FRACTIONAL SHARE INTERESTS. The corporation may,
but shall not be required to, issue fractions of a share. If the
corporation does not issue fractions of a share, it shall (1)
arrange for the disposition of fractional interests by those
entitled thereto, (2) pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in
registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate)
which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated
fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise
voting rights, to receive dividends thereon, and to participate
in any of the assets of the corporation in the event of
liquidation.

          The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void
if not exchanged for certificates representing the full shares
or uncertificated full shares before a specified date, or
subject to the conditions that the shares for which scrip or
warrants are exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of
Directors may impose.

           4. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares
of stock, if any, transfers or registration of transfers of
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shares of stock of the corporation shall be made only on the
stock ledger of the corporation by the registered holder
thereof, or by the registered holder's attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates
for such shares of stock properly endorsed and the payment of
all taxes due thereon.

            5. RECORD DATE FOR STOCKHOLDERS. In order that the
corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting. In order that the
corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall
not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of
Directors, the record date for determining the stockholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is
required by the General Corporation Law, shall be the first date
on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by
delivery to its principal place of business or an officer or
agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. If no
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record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General
Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior
action. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which
record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

          6. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be, the
term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders
of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share
or shares of stock and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom
the certificate of incorporation confers such rights where there
are two or more classes or series of shares of stock or upon
which or upon whom the General Corporation Law confers such
rights notwithstanding that the certificate of incorporation may
provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in
the event of an increase or a decrease in the authorized number
of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the certificate of
incorporation, except as any provision of law may otherwise
require.

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          7. STOCKHOLDER MEETINGS.
          - TIME. The annual meeting shall be held on the date
and at the time fixed, from time to time, by the directors,
provided, that the first annual meeting shall be held on a date
within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on
a date within thirteen months after the date of the preceding
annual meeting.

          A special meeting shall be held on the date and at the
time fixed by the directors.

          - PLACE. Annual meetings and special meetings may be
held at such place, either within or without the State of
Delaware, as the directors may, from time to time, fix. Whenever
the directors shall fail to fix such place, the meeting shall be
held at the registered office of the corporation in the State
of Delaware. The board of directors may also, in its sole
discretion, determine that the meeting shall not be held at any
place, but may instead be held solely by means of remote
communication as authorized by Section 211 (a)(2) of the
Delaware General Corporation Law. If a meeting by remote
Communication is authorized by the board of directors in its
sole discretion, and subject to guidelines and procedures as the
board of directors may adopt, stockholders and proxyholders not
physically present at a meeting of stockholders may, by means of
remote communication participate in a meeting of stockholders
and be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated
place or solely by means of remote communication, provided that
(a) the corporation shall implement reasonable measures to
verify that each person deemed present and permitted to vote at
the meeting by means of remote communication is a stockholder or
proxyholder, (b) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an
opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings, and (c) if any
stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote
or other action shall be maintained by the corporation.


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          - CALL. Annual meetings and special meetings may be
called by the directors or by any officer instructed by the
directors to call the meeting.

          - NOTICE OR WAIVER OF NOTICE. Written notice of all
meetings shall be given, which shall state the place, if any,
date, and hour of the meeting, the means of remote
communication, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting,
and in the case of a special meeting, the purpose or purposes
for which the meeting is called. The notice of an annual meeting
shall state that the meeting is called for the election of
directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action
which could be taken at a special meeting is to be taken at such
annual meeting) state the purpose or purposes. The notice of any
meeting shall also include, or be accompanied by, any additional
statements, information, or documents prescribed by the General
Corporation Law. Except as otherwise provided by the General
Corporation Law, the written notice of any meeting shall be
given not less than ten days nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at
such meeting. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder
at such stockholder's address as it appears on the records of
the corporation. If a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the
time, place, if any, thereof, and the means of remote
communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned
meeting are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any
business which might have been transacted at the original
meeting. If the adjournment is for more than 30 days, or if
after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting. Whenever notice is required to be given under the
Delaware General Corporation Law, certificate of incorporation
or bylaws, a written waiver signed by the person entitled to
notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a
stockholder at a meeting of stockholders shall constitute a

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waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified
in any written waiver of notice or any waiver by electronic
transmission unless so required by the certificate of
incorporation or these bylaws.

          - STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period
of at least ten days prior to the meeting on a reasonably
accessible electronic network, provided that the information
required to gain access to such list is provided with the notice
of the meeting or during ordinary business hours at the
principal place of business of the corporation. In the event
that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders
of the corporation. If the meeting is to be held at a place,
then the list shall be produced and kept at the time and place
of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is
to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder
during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such
list shall be provided with the notice of the meeting. The stock
ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote in person or
by proxy at any meeting of stockholders.

          - CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting - the Chairperson
of the Board, if any, the Vice-Chairperson of the Board, if any,



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the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairperson to be chosen
by the stockholders. The Secretary of the corporation, or in
such Secretary's absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the chairperson of the meeting
shall appoint a secretary of the meeting.

          - PROXY REPRESENTATION. Each stockholder entitled to
vote at a meeting of stockholders or to express consent or
dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder
by proxy, but no such proxy shall be voted or acted upon after 3
years from its date, unless the proxy provides for a longer
period. A stockholder may execute a writing authorizing another
person or persons to act for such stockholder as proxy.
Execution may be accomplished by the stockholder or such
stockholder's authorized officer, director, employee or agent
signing such writing or causing such person's signature to be
affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature. A stockholder may also
authorize another person or persons to act for such stockholder
as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like
agent duly authorized by the person who will be the holder of
the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission
must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or other
electronic transmission was authorized by the stockholder. If it
is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if there
are no inspectors, such other persons making the determination
shall specify the information upon which they relied. Any copy,
facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to Section 212(c)
of the Delaware General Corporation Law may be substituted or
used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission
could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A

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duly executed proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest
with which it is coupled is an interest in the stock itself or
an interest in the corporation generally.

          - INSPECTORS. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of
election to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not appointed, the person presiding
at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector,
if any, before entering upon the discharge of duties of
inspector, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and
according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of
stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes,
ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count
and tabulate all votes, ballots, or consents, determine the
result, and do such acts as are proper to conduct the election
or vote with fairness to all stockholders. On request of the
person presiding at the meeting, the inspector or inspectors, if
any,shall make a report in writing of any challenge, question,
or matter determined by such inspector or inspectors and execute
a certificate of any fact found by such inspector or inspectors.
Except as may otherwise be required by subsection (e) of Section
231 of the General Corporation Law, the provisions of that
Section shall not apply to the corporation.

          - QUORUM. The holders of a majority of the
outstanding shares of stock shall constitute a quorum at a
meeting of stockholders for the transaction of any business.
The stockholders present may adjourn the meeting despite the
absence of a quorum.



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          - VOTING. Each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a plurality
of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of
directors. Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law
prescribes a different percentage of votes and/or a different
exercise of voting power, and except as may be otherwise
prescribed by the provisions of the certificate of incorporation
and these Bylaws. In the election of directors, and for any
other action, voting need not be by ballot.

          8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as
any provision of the General Corporation Law may otherwise
require, any action required by the General Corporation Law to
be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were
present and voted. A telegram, cablegram or other electronic
transmission consenting to an action to be taken and transmitted
by a stockholder or proxyholder, or by a person or persons
authorized to act for a stockholder or proxyholder, shall be
deemed to be written,signed and dated for the purposes of this
section, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with
information from which the corporation can determine that the
telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or
persons authorized to act for the stockholder or proxyholder and
the date on which such stockholder or proxyholder or authorized
person or persons transmitted such telegram, cablegram or
electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be
deemed to be the date on which such consent was signed. No
consent given by telegram, cablegram or other electronic
transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper shall
be delivered to the corporation by delivery to its principal

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place of business or an officer or agent of the corporation
having custody of the book in which the proceedings of meetings
of stockholders are recorded, to the extent and in the manner
provided by resolution of the board of directors of the
corporation.. Any copy, facsimile or other reliable reproduction
of a consent in writing may be substituted or used in lieu of
the original writing for any and all purposes for which the
original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction
of the entire original writing. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have
not consented in writing. Action taken pursuant to this
paragraph shall be subject to the provisions of Section 228 of
the General Corporation Law.

                          ARTICLE  II

                           DIRECTORS

          1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed by or under the direction of
the Board of Directors of the corporation. The Board of
Directors shall have the authority to fix the compensation of
the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation
would have if there were no vacancies.

          2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of
the State of Delaware. The initial Board of Directors shall
consist of persons. Thereafter the number of directors
constituting the whole board shall be at least one. Subject to
the foregoing limitation and except for the first Board of
Directors, such number may be fixed from time to time by action
of the stockholders or of the directors, or, if the number is
not fixed, the number shall be . The number of directors may be
increased or decreased by action of the stockholders or of the
directors.

          3. ELECTION AND TERM. The first Board of Directors,
unless the members thereof shall have been named in the
certificate of incorporation, shall be elected by the
incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors
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are elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon notice given
in writing or by electronic transmission to the corporation.
Thereafter, directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until
their successors are elected and qualified or until their
earlier resignation or removal. Except as the General
Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of
stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any
vacancy in that connection, newly created directorships and any
vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or
without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum,
or by the sole remaining director.

          4. MEETINGS.
          - TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors may conveniently assemble.

          - PLACE. Meetings shall be held at such place within
or without the State of Delaware as shall be fixed by the Board.

          - CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the Chairperson of the
Board, if any, the Vice-Chairperson of the Board, if any, of the
President, or of a majority of the directors in office.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice
shall be required for regular meetings for which the time and
place have been fixed. Written, oral, or any other mode of
notice of the time and place shall be given for special meetings
in sufficient time for the convenient assembly of the directors
thereat. Whenever notice is required to be given under the
Delaware General Corporation Law, certificate of incorporation
or bylaws, a written waiver signed by the person entitled to
notice, or a waiver by electronic transmission by the person

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entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of
any such person at a meeting shall constitute a waiver of notice
of such meeting, except when such person attends a meeting for
the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the directors need be specified in any written waiver
of notice.

          - QUORUM AND ACTION. A majority of the whole Board
shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided, that such majority
shall constitute at least one-third of the whole Board. A
majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except
as herein otherwise provided, and except as otherwise provided
by the General Corporation Law, the vote of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions
herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which
govern a meeting of directors held to fill vacancies and newly
created directorships in the Board or action of disinterested
directors.

          Any member or members of the Board of Directors or of
any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be,
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other.

          - CHAIRPERSON OF THE MEETING. The Chairperson of the
Board, if any and if present and acting, shall preside at all
meetings. Otherwise, the Vice-Chairperson of the Board, if any
and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall
preside.

          5. REMOVAL OF DIRECTORS. Except as may otherwise be
provided by the General Corporation Law, any director or the

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entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote
at an election of directors.

          6. COMMITTEES. The Board of Directors may designate
one or more committees, each committee to consist of one or more
of the directors of the corporation. The Board may designate one
or more directors as alternate members of any committee, who may


replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of
any such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided
in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation with
the exception of any power or authority the delegation of
which is prohibited by Section 141 of the General Corporation
Law, and may authorize the seal of the corporation to be affixed
to all papers which may require it.

          7. WRITTEN ACTION. Any action required or permitted to
be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto
in writing or electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed
with the minutes of proceedings of the Board or committee. Such
filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are
maintained in electronic form.

                             ARTICLE III

                               OFFICERS

          The officers of the corporation shall consist of a
President, a Secretary, a Treasurer, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a Chairperson
of the Board, a Vice-Chairperson of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more

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Assistant Secretaries, one or more Assistant Treasurers, and
such other officers with such titles as the resolution of the
Board of Directors choosing them shall designate. Except as may
otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the
Chairperson or Vice-Chairperson of the Board, if any, need be a
director. Any number of offices may be held by the same person,
as the directors may determine.

          Unless otherwise provided in the resolution choosing
such officer, each officer shall be chosen for a term which
shall continue until the meeting of the Board of Directors
following the next annual meeting of stockholders and until such
officer's successor shall have been chosen and qualified.
All officers of the corporation shall have such
authority and perform such duties in the management and
operation of the corporation as shall be prescribed in the
resolutions of the Board of Directors designating and choosing
such officers and prescribing their authority and duties, and
shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions may
be inconsistent therewith. The Secretary or an Assistant
Secretary of the corporation shall record all of the proceedings
of all meetings and actions in writing of stockholders,
directors, and committees of directors, and shall exercise such
additional authority and perform such additional duties as the
Board shall assign to such Secretary or Assistant Secretary. Any
officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the Board
of Directors.

                             ARTICLE IV

                           CORPORATE SEAL

          The corporate seal shall be in such form as the Board
of Directors shall prescribe.

                             ARTICLE V

                            FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.

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<PAGE>

                            ARTICLE VI

                       CONTROL OVER BYLAWS

          Subject to the provisions of the certificate of
incorporation and the provisions of the General Corporation Law,
the power to amend, alter, or repeal these Bylaws and to adopt
new Bylaws may be exercised by the Board of Directors or by the
stockholders.


I  HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of ALFA INTERNATIONAL HOLDINGS
CORP., a Delaware corporation, as in effect on the date hereof.



Dated:    October 13, 2004

/S/ Charles P. Kuczynski
-------------------------

Secretary of Alfa International Holdings Corp.



(SEAL)

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