EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

      AGREEMENT  dated January 2, 2006 by and among EMERICH  GOLDSTEIN  ("Sam"),
BENJAMIN  GOLDSTEIN  ("Benjamin"),  ADINA GOLDSTEIN  ("Adina"),  DAVID GOLDSTEIN
("David"),  and STEPHANIE GOLDSTEIN ("Stephanie";  Sam, Benjamin,  Adina, David,
and  Stephanie  are each  referred  to as a  "Seller"  and  collectively  as the
"Sellers") and ALLIANCE DISTRIBUTORS HOLDING INC., a Delaware corporation having
its  principal  office at 15-15 132nd Street,  College  Point,  New York,  11356
("Purchaser").  Sellers own all of the  outstanding  shares of common stock (the
"Common Stock") of FOTO ELECTRIC SUPPLY CO., INC., a New York corporation having
its principal office at 1 Rewe Street, Brooklyn, New York 11211 (the "Company").

                              W I T N E S S E T H:

IN CONSIDERATION  of the mutual covenants and agreements  hereinafter set forth,
the parties hereby agree as follows:

1.    Purchase and Sale of Securities; Contribution of Certain Assets.

      (a)   Subject  to and upon the  terms  and  conditions  set  forth in this
            Agreement,  each Seller will sell to Purchaser,  and Purchaser  will
            purchase, at the Closing hereunder,  from each Seller, the number of
            shares of Common  Stock  that are set forth in  Schedule  1 opposite
            such Seller's name. The shares of Common Stock to be sold by Sellers
            constitute  in the  aggregate  all  shares of  capital  stock of the
            Company  that  are  outstanding  on the  date  hereof  (the  "Common
            Shares"), and that shall be outstanding on the Closing Date. Sellers
            shall convey the Common  Shares to  Purchaser  free and clear of all
            liabilities,  obligations,  liens and encumbrances,  rights of first
            refusal, preemptive rights or similar rights.

      (b)   Prior to the  Closing  ,  Sellers  shall  contribute  or cause to be
            contributed  to the  Company  all of the  assets of BNA Ltd.,  d/b/a
            Beyma Car Stereo ("BNA"), subject to BNA's liabilities.
<PAGE>

2.    Purchase Price.

      (a)   In  consideration  for the Common  Shares,  and in reliance upon the
            representations and warranties made herein by each Seller, Purchaser
            will, in full payment thereof, pay to Sellers at the Closing a total
            purchase price calculated as follows:

            (i)   $70,000,000; plus

            (ii)  6.67 times the amount  (if any) up to  $750,000  by which 2005
                  EBITDA (as hereinafter  defined) shall exceed $10,500,000 (but
                  the portion of the purchase price calculated under this clause
                  (ii) shall not exceed $5,000,000); plus

            (iii) 5 times  the  amount  (if any) up to  $200,000  by which  2005
                  EBITDA shall exceed $11,250,000; plus

            (iv)  4 times  the  amount  (if any) up to  $250,000  by which  2005
                  EBITDA shall exceed $11,450,000; plus

            (v)   3 times  the  amount  (if any) up to  $333,333  by which  2005
                  EBITDA shall exceed $11,700,000;

      (b)   By way of illustration:

            (i)   if 2005  EBITDA is  $11,350,000  the  purchase  price shall be
                  $70,000,000  under clause (i) of Section (a), plus  $5,000,000
                  under clause (ii), plus $500,000 under clause (iii)

            (ii)  if 2005  EBITDA  equals or exceeds  $12,033,000  the  purchase
                  price shall be $78,000,000.

      (c)   Of the aggregate purchase price, $70,000,000 (the " Closing Purchase
            Price") shall be payable at the Closing as provided in Section 2(d),
            and any balance of the purchase price (the "Excess  Purchase Price")
            shall be payable at the Excess  Closing as provided in Section  4(b)
            below. Both the Closing Purchase Price and the Excess Purchase Price
            shall be  allocated  among  Sellers in  proportion  to the number of
            shares of Common Stock sold by them.

      (d)   The  $70,000,000  Closing  Purchase  Price  shall be  payable at the
            Closing by delivery of:
<PAGE>

            (i)   $50  million in cash by wire  transfer  to Sellers  ("Up Front
                  Purchase  Price");

            (ii)  $12.5  million,  in 3-year notes of Purchaser (the "Notes") in
                  the  aggregate  principal  amount of $12.5  million and in the
                  form of Exhibit 2(b).

            (iii) $7.5 million,  by the issuance to Sellers of Purchaser  equity
                  securities  ("Restricted  Equity  Securities")  that  have  an
                  aggregate value of $7.5 million at the valuation applicable to
                  equity  securities   ("investor  equity   securities")  to  be
                  purchased by  investors  who fund the Cash  Purchase  Price as
                  more fully described in Section 10(f),  and that have the same
                  terms (including  registration rights and restrictions) as the
                  investor equity securities.

      (e)   For the  purposes  of  Section  2 above,  "2005  EBITDA"  means  the
            Company's   earnings  before  interest,   depreciation,   taxes  and
            amortization  for 2005 to be  calculated  by Purchaser in accordance
            with GAAP (as  hereinafter  defined),  but  adjusted as set forth in
            Schedule  3(e)  attached  hereto,  for  the  purposes  of  preparing
            Purchaser's audited financial  statements for 2005, and delivered to
            Benjamin  within 120 days after the Closing Date. The calculation of
            the 2005 EBITDA shall be subject to the same  mechanism  for dispute
            resolution,  and Benjamin shall have the same rights to dispute such
            calculation,  as are set forth in Section 3 below in connection with
            the Closing Date Statement.

      (f)   The Excess  Purchase Price shall be payable at the Excess Closing by
            way  of  additional   Restricted  Equity  Securities  that  have  an
            aggregate  value,  at the  valuation  set forth above,  equal to the
            amount of the Excess Purchase Price.

3.    Purchase Price Adjustment

      (a)   Purchaser  shall  promptly,  but not more  than 120 days  after  the
            Closing Date,  prepare and present to Benjamin a draft balance sheet
            of  Seller  as  of  the  Closing  Date  (the  "Draft   Closing  Date
            Statement").

      (b)   The Closing  Date  Statement  shall be prepared in  accordance  with
            generally accepted accounting principles, ("GAAP") as applied by the
            Company in preparation of the Audited Financial  Statements that are
            referred to in Section 5.

      (c)   If within 60 days after  Benjamin  receives  the Draft  Closing Date
            Statement,  Benjamin  shall not by notice to  Purchaser  dispute the
            correctness  thereof,  the Draft  Closing  Date  Statement  shall be
            deemed the "Final  Closing Date  Statement" for the purposes of this
            Section.
<PAGE>

      (d)   Should  Benjamin  within  60 days  dispute  the Draft  Closing  Date
            Statement by notice to Purchaser,  and Purchaser and Benjamin cannot
            agree,  the  dispute  shall be  submitted  to a mutually  acceptable
            accounting  firm,  whose  determination  of the Final  Closing  Date
            Statement  shall be binding.  The fees of such accounting firm shall
            be  divided  between  Purchaser  and  Sellers in  proportion  to the
            variance of each  party's  proposed Net Worth from that derived from
            the  Final  Closing  Date  Statement.  The date on which  the  Final
            Closing Date  Statement is  determined  is referred to herein as the
            "Delivery Date."

      (e)   The term  "Net  Worth"  as used  herein  means  the net worth of the
            Company as reflected on the face of the Final Closing Date Statement
            in accordance with GAAP, including,  without limitation,  an accrual
            for taxes,  and  adjusted  as set forth on  Schedule  3(e)  attached
            hereto.

      (f)   If the Net  Worth  is less  than  $13  million  by any  amount  (the
            "Shortfall"),  such  Shortfall  shall be satisfied in the manner and
            order set forth in Section 12(b) below.

      (g)   If the Net Worth exceeds $13 million by any amount,  Purchaser shall
            pay the excess to Sellers  (allocated among Sellers in proportion to
            the  number  of shares  of  Common  Stock  sold by them) in 12 equal
            monthly  installment  of principal,  together with interest at prime
            plus 1%, over the 12 month period commencing with the Delivery Date,
            all as set forth in a one year promissory note that is substantially
            in the  form of the  Notes  and that  provides  for  cross  defaults
            between this note and the Notes.

      (h)   In the event of a dispute in the  determination of the Final Closing
            Date  Statement,  the parties  shall  pending the  resolution of the
            dispute make such  payments  under this Section as to which there is
            no dispute,  in the manner  provided  for in this  Section,  and the
            balance,  if any,  shall be  payable  on the  determination  of such
            dispute and in the manner provided in this Section.

4.    Closing.

      (a)   The Closing shall take place at 10:00 A.M., local time, on the first
            Monday after satisfaction of the conditions set forth in Sections 10
            and 11 at the offices of Oscar D.  Folger,  521 Fifth  Avenue,  24th
            Floor, New York, New York 10175, or such other time and place as the
            parties may agree upon.  Should such  conditions not be satisfied on
            or before February 28, 2006,  this Agreement shall terminate  except
            that the parties shall  continue to be liable for any breach by them
            of any covenant  hereunder to use  commercially  reasonable  efforts
            (without  resort  to  litigation)  to cause  such  conditions  to be
            satisfied.  The day on which the  Closing  actually  takes  place is
            herein sometimes referred to as the Closing Date.
<PAGE>

      (b)   The Excess  Closing  shall take place at 10:00 A.M.,  local time, on
            the first  business  day that is not less than  five  business  days
            after the  determination  of the 2005  EBITDA.  The day on which the
            Excess Closing actually takes place is herein sometimes  referred to
            as the Excess Closing Date.

5.    Financial  Statements.  Sellers shall  deliver to Purchaser,  on or before
      Closing  copies of audited  financial  statements  of the  Company for the
      years ended  December  31,  2004,  2003 and 2002 (the  "Audited  Financial
      Statements")  prepared by  Leshkowitz  and  Company,  LLP  ("Leshkowitz"),
      together  with  interim  unaudited  financial  statements  for the  fiscal
      quarters ended March 31, 2005,  June 30, 2005, and September 30, 2005 (the
      "Interim 2005  Statements"),  and, if the Closing occurs after January 31,
      2006,  for the fiscal  quarter ended  December 31, 2005. The term "Balance
      Sheet" means the  unaudited  balance  sheet dated as of September 30, 2005
      that will be  included  in the Interim  2005  Statements,  and the Balance
      Sheet Date is September 30, 2005,  except that if the Closing occurs after
      January 31, 2006,  the term "Balance  Sheet" means the  unaudited  balance
      sheet  dated as of  December  31,  2005,  and the  Balance  Sheet  Date is
      December 31, 2005.

6.    Other Transactions at Closing; Further Assurances.

      (a)   At the Closing, Sellers will deliver to Purchaser:

            (i)   general mutual  releases by Sellers and the Company,  provided
                  that such  releases  shall not release any claim arising under
                  this  Agreement,  and provided  further that Net Worth will be
                  calculated after giving effect to such releases;
<PAGE>

            (ii)  certificates  for the Common Shares  registered in the name of
                  Purchaser;

            (iii) copies of the  certificate  of  incorporation  of the  Company
                  certified  as of a date within 60 days of the Closing  Date by
                  the Secretary of State of the State of New York;

            (iv)  a certificate  from the Secretary of State of the State of New
                  York  as to the  good  standing  of the  Company  as of a date
                  within 60 days of the Closing Date;

            (v)   copies  of  the  bylaws  of  the  Company,  certified  by  its
                  Secretary as a true and correct copy thereof as of the Closing
                  Date;

            (vi)  all  consents  from  shareholders,  lenders  and  other  third
                  parties as are required to  consummate  the sale of the Common
                  Shares;

            (vii) [RESERVED];

            (viii)board  resolutions  certified by the  Secretary of the Company
                  appointing  Jay Gelman as the sole nominee  authorized to sign
                  checks and other orders for the  withdrawal  of funds from the
                  bank account(s) of the Company;

            (ix)  resignations of all officers and directors of the Company;

            (x)   a copy of the  resolutions  of the Board of  Directors  of the
                  Company,  together  with any and all required  resolutions  or
                  consents of the shareholders thereof,  approving the execution
                  and delivery of this Agreement and the  consummation of all of
                  the  transactions  contemplated  hereby,  duly certified by an
                  officer of the Company; and

            (xi)  such  other  documents  as may be  required  pursuant  to this
                  Agreement or as may  reasonably  be requested by Purchaser and
                  its counsel.

      (b)   On  the  Closing  Date,  Purchaser  shall  deliver  or  cause  to be
            delivered to Seller the following:

            (i)   payment of the Closing Purchase Price;
<PAGE>

            (ii)  a copy  of  the  resolutions  of the  Board  of  Directors  of
                  Purchaser,  together with any and all required  resolutions or
                  consents of the shareholders thereof,  approving the execution
                  and delivery of this Agreement and the  consummation of all of
                  the  transactions  contemplated  hereby,  duly certified by an
                  officer of Purchaser;

            (iii) [omitted]

            (iv)  such  other  documents  as may be  required  pursuant  to this
                  Agreement  or as may  reasonably  be  requested by Sellers and
                  their counsel.

      (c)   At the Closing:

            (i)   Purchaser and Benjamin shall execute and deliver an employment
                  agreement in the form of Exhibit 6 (c) (i);

            (ii)  [omitted]

            (iii) Purchaser will enter into an employment agreement with Emerich
                  and Benjamin in the forms  respectively  attached as exhibits,
                  and with David Goldstein,  whose employment  agreement will be
                  in the form of the agreement for Benjamin except that his base
                  salary will be $250,000  per year and will be  effective  when
                  David is available and notifies Purchaser of his availability,
                  but Purchaser need not enter into an employment agreement with
                  David should David not become available for employment  within
                  eighteen months of the Closing Date;

            (iv)  [omitted]

            (v)   Sellers  and Asher  Stern  shall each  execute  and  deliver a
                  non-solicitation  agreement  in the  form of  Exhibit  6 (v),
                  provided  that  the  Sellers  and  Asher  Stern  will  not  be
                  prohibited from soliciting or engaging each other; and

            (vi)  Purchaser  will  enter  into a lease  in the  form of  Exhibit
                  6 (c) (viii)   for   approximately   72,000  square  feet  of
                  warehouse space and approximately 18,000 square feet of office
                  space in the premises currently occupied by the Company.
<PAGE>

      (d)   At the Closing,  Sellers  hereby  jointly and  severally  assume all
            obligations of the Company ("Tax  Liabilities") for corporate income
            taxes and accrued  interest and penalties (if any) thereon  relating
            to income earned through the Closing Date. Also at the Closing,  the
            Company will pay to Oscar  Folger (the "escrow  agent") in escrow an
            amount  equal to  $1,691,697  plus an amount  that the  Company  and
            Benjamin then estimate  shall have accrued for such taxes,  interest
            and  penalties  from  October  1, 2005 to the date of  Closing.  The
            escrow agent upon joint  written  notice to him from the Company and
            Benjamin  Goldstein  will  distribute  amounts  from escrow  towards
            payment of the Tax Liabilities.  The escrow agent upon joint written
            notice to him from the Company and  Benjamin  Goldstein  will,  upon
            expiration of the statute of  limitations  for all Tax  Liabilities,
            pay to Sellers  any  amounts  then  remaining  in escrow that are in
            excess of that required to pay all Tax Liabilities.  For purposes of
            calculating Net Worth,  the Tax Liabilities (to the extent that they
            do not exceed amounts paid into escrow as aforesaid) and the amounts
            paid into escrow will not be taken into account as  liabilities  and
            assets,  respectively.  The  Purchaser  agrees  not to  unreasonably
            withhold or delay any such notice to the escrow agent.

7.    Representations  and Warranties by Sellers.  Sellers jointly and severally
      represent and warrant to Purchaser as follows (all  Schedules  referred to
      in this  Section  shall be set  forth on a  separate  Disclosure  Schedule
      initialed by Benjamin on the date hereof):

      (a)   Organization,   Standing  and   Qualification.   The  Company  is  a
            corporation  duly organized,  validly  existing and in good standing
            under the laws of New York; it has all requisite corporate power and
            authority  and is  entitled  to carry on its  business  as now being
            conducted and to own,  lease or operate its properties as and in the
            places where such business is now conducted and such  properties are
            now owned, leased or operated; and it is duly qualified, licensed or
            domesticated   and  in  good  standing  as  a  foreign   corporation
            authorized to do business in the states listed on Schedule  7 (a) ,
            which,  except as set forth on  Schedule  7(a),  are the only states
            where the nature of the activities  conducted by it or the character
            of the  properties  owned,  leased or  operated  by it require  such
            qualification, licensing or domestication. Sellers have delivered to
            Purchaser true and complete  copies of the Company's  certificate of
            incorporation and all amendments thereto, certified by the Secretary
            of State of the State of New York, and the by-laws of the Company as
            presently in effect,  certified as true and correct by the Company's
            Secretary.

      (b)   Subsidiaries. The Company has no subsidiaries except those listed on
            Schedule  7 (b)  ("Subsidiaries").  The  Company  has no  interest,
            direct or indirect,  and has no commitment to purchase any interest,
            direct or indirect,  in any other corporation or in any partnership,
            joint venture or other  business  enterprise or entity other than as
            set forth on Schedule  7 (b). The business carried on by the Company
            has  not  been  conducted  through  any  other  direct  or  indirect
            subsidiary or affiliate of any shareholder or other affiliate of any
            Seller other than the landlord of the premises and Etronics, Inc..
<PAGE>

      (c)   Transactions with Certain Persons.

            (i)   Except as set forth on  Schedule  7 (c) (i),  during the past
                  three  years the  Company  has not,  directly  or  indirectly,
                  purchased,  leased  from  others  or  otherwise  acquired  any
                  property or obtained any  services  from,  or sold,  leased to
                  others or otherwise  disposed of any property or furnished any
                  services to, or  otherwise  dealt with (except with respect to
                  remuneration for services  rendered as a director,  officer or
                  employee of the Company),  in the ordinary  course of business
                  or  otherwise,  Sellers  or any  person,  firm or  corporation
                  which, directly or indirectly,  alone or together with others,
                  controls, is controlled by or is under common control with any
                  Seller.

            (ii)  Except as set forth on Schedule  7 (c) (i) (ii),  the Company
                  does  not owe any  amount  to,  or have any  contract  with or
                  commitment to, any of its shareholders,  directors,  officers,
                  employees or consultants  (other than compensation for current
                  services not yet due and payable and reimbursement of expenses
                  arising in the ordinary course of business),  and none of such
                  persons owes any amount to the Company.

            (iii) Except as set  forth on  Schedule  7 (c)(iii),  no part of the
                  property or assets of any Seller is used by the Company.

      (d)   Authorization   and  Approval  of  Agreement.   All  proceedings  or
            corporate  action  required  to be taken by Sellers  relating to the
            execution and delivery of this Agreement and the consummation of the
            transactions  contemplated  hereby shall have been taken at or prior
            to the Closing.
<PAGE>

      (e)   Execution, Delivery and Performance of Agreement; Authority. Neither
            the execution, delivery nor performance of this Agreement by Sellers
            will,  with or without  the giving of notice or the passage of time,
            or both, conflict with, result in a default,  right to accelerate or
            loss of rights under, or result in the creation of any lien,  charge
            or   encumbrance   pursuant  to,  any  provision  of  the  Company's
            certificate of incorporation or by-laws or any franchise,  mortgage,
            deed of trust, lease, license, agreement,  understanding,  law, rule
            or regulation  or any order,  judgment or decree to which Sellers or
            the  Company  is a party  or by  which  any of them  may be bound or
            affected.  Sellers  have the full power and  authority to enter into
            this  Agreement  and to  carry  out  the  transactions  contemplated
            hereby,  all proceedings or corporate action required to be taken by
            them to authorize the  execution,  delivery and  performance of this
            Agreement  and the  agreements  relating  hereto have been  properly
            taken and this Agreement  constitutes a valid and binding obligation
            of Sellers.

      (f)   Capitalization.  The presently  authorized,  issued and  outstanding
            shares of capital  stock of the Company and the names and  addresses
            of the  record and  beneficial  owners  thereof  are as set forth on
            Schedule 1. The Common  Shares  constitute  all of the  outstanding
            shares of capital stock of the Company and shall  constitute  all of
            the  outstanding  shares of capital  stock of the  Company as of the
            Closing Date, and are legally issued, fully paid and non-assessable.

      (g)   Except as set forth on  Schedule  7 (g),  there are no  outstanding
            subscriptions,   options,   warrants,  calls,  contracts,   demands,
            commitments,   convertible   securities   or  other   agreements  or
            arrangements of any character or nature whatever under which Sellers
            or the  Company  is or may  become  obligated  to  issue,  assign or
            transfer any shares of the capital  stock of the Company,  and there
            are no rights of first refusal,  preemptive rights or similar rights
            with respect to any such shares.

      (h)   Each Seller owns the entire  record and  beneficial  interest in his
            shares of Common  Stock set forth in  Schedule  1, and there are no
            impediments to the sale and transfer to Purchaser of such record and
            beneficial  interests.  Such  Common  Stock is free and clear of all
            liens,  charges,  mortgages,  pledges,  security interests,  claims,
            assessments, options, warrants, rights and encumbrances whatsoever.

      (i)   Financial Statements.
<PAGE>

            (i)   The  Audited   Financial   Statements  and  the  Interim  2005
                  Statements  that  Sellers  shall  provide in  accordance  with
                  Section  5 shall be  complete  and  correct,  shall have been
                  prepared  from  the  books  and  records  of  the  Company  in
                  accordance  with  generally  accepted  accounting   principles
                  consistently  applied and  maintained  throughout  the periods
                  indicated and shall fairly present the financial  condition of
                  the  Company as at their  respective  dates and the results of
                  its operations for the periods covered thereby.

            (ii)  The  statements  of  earnings  to be  included  in the Audited
                  Financial  Statements and in the Interim 2005  Statements will
                  not contain any items of special or nonrecurring income or any
                  other  income not earned in the  ordinary  course of  business
                  except  as  expressly  specified  therein,   and  all  interim
                  financial  statements  include all adjustments,  which consist
                  only of normal  recurring  accruals,  necessary  for such fair
                  presentation.

      (j)   Absence of Undisclosed  Liabilities.  Except as and to the extent to
            be  reflected or reserved  against on the face of the Balance  Sheet
            and except as set forth on Schedule  7(j),  as of the Balance  Sheet
            Date the Company had no debts,  liabilities or obligations  (whether
            absolute,   accrued,   contingent   or   otherwise)  of  any  nature
            whatsoever,  including,  without limitation, any foreign or domestic
            tax liabilities or deferred tax  liabilities  incurred in respect of
            or measured by the Company's  income,  or its property or authorized
            or outstanding  capital stock on the Balance Sheet Date or any other
            debts,  liabilities or obligations relating to or arising out of any
            act,  transaction,  circumstance or state of facts which occurred or
            existed on the Balance Sheet Date, whether or not then known, due or
            payable.  None of the  Company's  employees  is now or,  will by the
            passage of time hereafter  become,  entitled to receive any vacation
            time,  vacation  pay  or  severance  pay  attributable  to  services
            rendered  prior to the Balance Sheet Date except as disclosed on the
            face of the Balance Sheet.
<PAGE>

      (k)   Taxes. All taxes, including,  without limitation,  income, property,
            sales, use,  franchise,  added value,  employees' income withholding
            and social  security  taxes,  imposed by the United States or by any
            foreign  country  or by  any  state,  municipality,  subdivision  or
            instrumentality  of the United States or of any foreign country,  or
            by any other  taxing  authority,  which are due and  payable  by the
            Company, and all interest and penalties thereon, whether disputed or
            not, have been paid in full, all tax returns required to be filed in
            connection  therewith  have been  accurately  prepared  and duly and
            timely  filed  and all  deposits  required  by law to be made by the
            Company with respect to employees'  withholding taxes have been duly
            made.  The Company and the Sellers have not been  delinquent  in the
            payment of any foreign or domestic tax,  assessment or  governmental
            charge or deposit and has no tax  deficiency  or claim  outstanding,
            proposed or assessed  against it, and there is no basis for any such
            deficiency or claim. The Company's corporate income tax returns have
            not been audited by the Internal  Revenue  Service,  or any state or
            municipality  for its prior six fiscal years  through the year ended
            (and to Seller's  knowledge,  there is no audit  which is  pending),
            there is not now in force any  extension of time with respect to the
            date on which  any tax  return  was or is due to be filed by or with
            respect to the  Company,  or any waiver or  agreement  by it for the
            extension  of time for the  assessment  of any tax. The Company (and
            any  predecessor)   has  been  a  validly   electing   subchapter  S
            corporation since 1980. The Company does not have any subsidiaries.

      (l)   Absence of Changes or Events.  Except as set forth on Schedule 7(l)
            and except in connection with the  transaction  contemplated by this
            Agreement, since January 1, 2005:

            (i)   the business of the Company has been conducted in the ordinary
                  course and consistent with past practice;

            (ii)  there has not been:

                  (1)   any material adverse change in the  relationships of the
                        Company  with  its  licensees,   customers,   suppliers,
                        payors,  reimbursers,  and/or  persons or  organizations
                        that refer business to it;

                  (2)   any  material  damage,   destruction  or  casualty  loss
                        (whether  or  not  covered  by  insurance)  suffered  by
                        Company;

                  (3)   any  transaction  material to the business or the assets
                        of  the  Company,  except  in  the  ordinary  course  of
                        business;

                  (4)   any  employment   agreement  or  deferred   compensation
                        agreement  entered  into  between the Company and any of
                        their respective employees;
<PAGE>

                  (5)   any issuances or grants of capital stock, subscriptions,
                        options,    warrants,    calls,   contracts,    demands,
                        commitments,  convertible securities or other agreements
                        or  arrangements  of any  character  or nature  whatever
                        under  which  Sellers  or the  Company  is or may become
                        obligated to issue, assign or transfer any shares of the
                        capital stock of the Company;

                  (6)   any increase, not in the ordinary course of business, in
                        the  compensation  payable  or to become  payable by the
                        Company or the  adoption of any new (or  amendment to or
                        alteration   of   any   existing)   bonus,    incentive,
                        compensation,  pension,  stock,  matching  gift,  profit
                        sharing,  retirement,  death  benefit  or  other  fringe
                        benefit plan;

                  (7)   any increase in the aggregate  indebtedness for borrowed
                        money or any increase in purchase  commitments  or other
                        liabilities or obligations  (whether absolute,  accrued,
                        contingent or otherwise) incurred by the Company, except
                        for liabilities, commitments and obligations incurred in
                        the  ordinary  course of business  consistent  with past
                        practice;

                  (8)   any lien  created on any of the  assets of the  Company,
                        other than liens for taxes not yet due and payable;

                  (9)   any material  labor  dispute  involving the employees of
                        the Company;

                  (10)  any sale,  assignment,  transfer or other disposition or
                        license of any material tangible or intangible assets of
                        the  Company,  other than the sale of  inventory  in the
                        ordinary   course  of  business   consistent  with  past
                        practice;

                  (11)  any  amendment,  termination or waiver by the Company of
                        any right of substantial value belonging to it;

                  (12)  any amendment of the  certificate  of  incorporation  or
                        by-laws of the Company;

                  (13)  inventory  purchases  or sales or other  dealings out of
                        the ordinary course of business;

                  (14)  any one or more capital  expenditures  or commitments by
                        the  Company  not fully paid for in excess of $50,000 in
                        the aggregate; or

                  (15)  any change,  event or condition which, in any case or in
                        the aggregate,  has had or may have a materially adverse
                        affect on Seller's  condition  (financial or otherwise),
                        properties,    assets,   liabilities,    operations   or
                        prospects,   taken  as  a  whole,   including,   without
                        limitation,  any  change in  Seller's  revenues,  costs,
                        backlog  or  relations  with  its   employees,   agents,
                        customers or suppliers;

                  (16)  any  transaction,  contract or commitment  other than in
                        the ordinary course of business or paid or agreed to pay
                        any legal, accounting, brokerage, finder's fee, taxes or
                        other  expenses  in  connection  with,  or  incurred  by
                        severance pay  obligations  by reason of, this Agreement
                        or the transactions contemplated hereby; or
<PAGE>

                  (17)  any  agreement  or any  commitment  to  take  any of the
                        foregoing actions.

      (m)   Litigation.  Except as set  forth in  Schedule  7 (m),  there is no
            claim, legal action, suit, arbitration,  governmental  investigation
            or other legal or administrative  proceeding,  nor any order, decree
            or judgment in progress,  pending or in effect,  or to the knowledge
            of Sellers  threatened,  against or  relating  to the  Company,  its
            officers, directors or employees, its properties, assets or business
            or the transactions  contemplated by this Agreement,  and Sellers do
            not know or have reason to be aware of any basis for the same.

      (n)   Compliance  with  Laws and  Other  Instruments.  Except as set forth
            Schedule  7 (n),  the Company has complied with all existing  laws,
            rules, regulations, ordinances, orders, judgments and decrees now or
            hereafter  applicable to its  business,  properties or operations as
            presently conducted.  Neither the ownership nor use of the Company's
            properties nor the conduct of its business conflicts with the rights
            of any other person,  firm or  corporation  or violates,  or with or
            without the giving of notice or the passage of time,  or both,  will
            violate,  conflict with or result in a default,  right to accelerate
            or loss of rights under,  any terms or provisions of its certificate
            of  incorporation  or by-laws as presently  in effect,  or any lien,
            encumbrance,  mortgage,  deed of trust, lease,  license,  agreement,
            understanding,  law,  ordinance,  rule or regulation,  or any order,
            judgment  or decree to which the  Company  is a party or by which it
            may be bound or affected;  and Sellers are not aware of any proposed
            laws, rules, regulations,  ordinances,  orders, judgments,  decrees,
            governmental takings, condemnations or other proceedings which would
            be applicable to its  business,  operations or properties  and which
            might  adversely   affect  its  properties,   assets,   liabilities,
            operations or prospects, either before or after the Closing.

      (o)   Title to Properties.

            (i)   The  Company has good title to all the  properties  and assets
                  reflected  in its books and records  and in the Balance  Sheet
                  (except for inventory sold after the Balance Sheet Date in the
                  ordinary course of business).
<PAGE>

            (ii)  None  of  such  properties  and  assets  are  subject  to  any
                  mortgage,    pledge,   lien,   charge,    security   interest,
                  encumbrance,  restriction, lease, license, easement, liability
                  or adverse claim of any nature whatsoever, direct or indirect,
                  whether accrued, absolute,  contingent or otherwise, except as
                  expressly set forth in the Balance Sheet as securing  specific
                  liabilities or as otherwise  expressly  permitted by the terms
                  hereof or those  imperfections of title and  encumbrances,  if
                  any, which

                  (1)   are not  substantial in character,  amount or extent and
                        do  not  materially   detract  from  the  value  of  the
                        properties subject thereto,

                  (2)   do not  interfere  with either the present and continued
                        use of such  property  or the  conduct of the  Company's
                        normal operations and

                  (3)   have arisen only in the ordinary course of business.

            (iii) All of the properties and assets owned,  leased or used by the
                  Company  are in  operating  condition,  are  suitable  for the
                  purposes  used,  are adequate and  sufficient  for all current
                  operations  of the  Company  and are  directly  related to the
                  business of the Company.

      (p)   Schedule   7 (p)   includes  an  accurate  and  complete  list  and
            description of:

                  (1)   All real  property  owned by the Company or in which the
                        Company  has a leasehold  or other  interest or which is
                        used by the Company in connection  with the operation of
                        its business, together with a description of each lease,
                        sublease,  license,  or any other instrument under which
                        the  Company  claims or holds  such  leasehold  or other
                        interest  or right to the use  thereof  or  pursuant  to
                        which the  Company has  assigned,  sublet or granted any
                        rights  therein,  identifying the parties  thereto,  the
                        rental  or  other  payment  terms,  expiration  date and
                        cancellation and renewal terms thereof.

                  (2)   As of a date no earlier than  September 30, 2005, all of
                        the Company's  receivables (which shall include accounts
                        receivable, loans receivable and any advances), together
                        with  detailed   information  as  to  each  such  listed
                        receivable  which has been  outstanding for more than 90
                        days.
<PAGE>

                  (3)   All machinery, tools, equipment, motor vehicles, rolling
                        stock and other tangible  personal  property (other than
                        inventory and  supplies),  owned,  leased or used by the
                        Company  except  for  items  having a value of less than
                        $10,000  which do not,  in the  aggregate,  have a total
                        value of more than $250,000.

                  (4)   All  patents,  patent  applications,   patent  licenses,
                        trademarks,  trademark  registrations,  and applications
                        therefor,  service marks,  service  names,  trade names,
                        copyrights and copyright registrations, and applications
                        therefor,  wholly  or  partially  owned  or  held by the
                        Company  or  used  in the  operation  of  the  Company's
                        business.

                  (5)   All fire, theft, casualty, liability and other insurance
                        policies insuring the Company.

                  (6)   All sales agency or route distributorship  agreements or
                        franchises or  agreements  providing for the services of
                        an  independent  contractor  to which the  Company  is a
                        party or by which it is bound.

                  (7)   All  contracts,  agreements,   commitments  or  licenses
                        relating   to   patents,    trademarks,   trade   names,
                        copyrights, inventions, processes, know-how, formulae or
                        trade  secrets  to which  the  Company  is a party or by
                        which it is bound.

                  (8)   All loan  agreements,  indentures,  mortgages,  pledges,
                        conditional sale or title retention agreements, security
                        agreements, equipment obligations, guaranties, leases or
                        lease  purchase  agreements  to which the  Company  is a
                        party or by which it is bound.

                  (9)   All contracts,  agreements and  commitments,  whether or
                        not fully performed, in respect of the issuance, sale or
                        transfer of the capital stock, bonds or other securities
                        of the  Company or  pursuant  to which the  Company  has
                        acquired  any  substantial  portion of its  business  or
                        assets.
<PAGE>

                  (10)  All   contracts,   agreements,   commitments   or  other
                        understandings or arrangements to which the Company is a
                        party or by which it or any of its  property is bound or
                        affected  by  excluding  purchase  and sales  orders and
                        commitments made in the ordinary course of business.

                  (11)  All  collective  bargaining  agreements,  employment and
                        consulting  agreements,  executive  compensation  plans,
                        bonus plans, deferred compensation agreements,  employee
                        pension  plans  or  retirement  plans,   employee  stock
                        options or stock purchase  plans and group life,  health
                        and accident insurance and other employee benefit plans,
                        agreements,  arrangements or commitments, whether or not
                        legally binding, including, without limitation, holiday,
                        vacation, and bonus practices, to which the Company is a
                        party or is bound which  relate to the  operation of the
                        Company's business.

                  (12)  The names and current annual salary rates of all persons
                        (including   independent   commission  agents)  who  are
                        employed  or  retained  by the Company as of the date of
                        this Agreement,  showing separately for each such person
                        the amounts  paid or payable as salary,  bonus  payments
                        and any indirect compensation in 2005.

                  (13)  The  names  of  all  of  the  Company's   directors  and
                        officers; the name of each bank in which the Company has
                        an  account  or safe  deposit  box and the  names of all
                        persons  authorized  to  draw  thereon  or  have  access
                        thereto,  and the names of all persons,  if any, holding
                        tax or other  powers of attorney  from the Company and a
                        summary of the terms thereof.

                  (14)  All of the contracts,  agreements,  leases, licenses and
                        commitments  required  to be listed on any  Schedule  to
                        this  Agreement  (other than those which have been fully
                        performed)   are  valid  and  binding,   enforceable  in
                        accordance  with  their  respective  terms,  and in full
                        force and effect.  Except as disclosed in such Schedule,
                        there is not under any such contract,  agreement, lease,
                        license or  commitment  any existing  default,  or event
                        which,  after  notice or lapse of time,  or both,  would
                        constitute a default or result in a right to  accelerate
                        or loss of rights.  True and complete copies of all such
                        contracts,   agreements,   leases,  licenses  and  other
                        documents  listed  on the  Schedules  attached  to  this
                        Agreement (together with any and all amendments thereto)
                        have been delivered to Purchaser.
<PAGE>

      (q)   Intangible Property.

            (i)   Schedule  7 (q)  sets  forth  a  complete  list  and  concise
                  description of the following:

                  (1)   all  trademarks,   service  marks,  trade  names,  label
                        filings,  patents,  copyrights,  royalty rights,  logos,
                        applications  therefor  and  registrations  thereof  and
                        inventions owned or used (pursuant to license agreements
                        or otherwise) by the Company or any of its  Subsidiaries
                        in or  applicable  to the  businesses of the Company and
                        its   Subsidiaries   (collectively,   the   "Proprietary
                        Rights"), and the jurisdictions in which the Proprietary
                        Rights have been registered, filed or issued;

                  (2)   contracts,  agreements  or  understandings  pursuant  to
                        which  the  Company  or  any  of  its  Subsidiaries  has
                        authorized  any  person  to use  any of the  Proprietary
                        Rights; and

                  (3)   all  research  and  development   results,   records  of
                        experiments,   scientific,  technical,  engineering  and
                        marketing  data  and  literature  and  other   know-how,
                        formulae  and  techniques,  recorded or available in any
                        form  whatsoever  which are used in connection  with the
                        operation  of the  businesses  of the  Company  and  its
                        Subsidiaries (collectively, the "Trade Secrets").

                  (4)   The  Proprietary  Rights have been properly  registered,
                        filed or  issued in the  offices  and  jurisdictions  in
                        which such registration, filing or issuance is necessary
                        to  protect  the  rights  therein  of  Company  and  its
                        Subsidiaries  for the conduct of their  businesses,  and
                        all  applicable  fees due and  payable  have been  paid.
                        Except as otherwise  indicated in Schedule 7 (q),  the
                        Company and its  Subsidiaries are the sole and exclusive
                        owners of the  Proprietary  Rights and the Trade Secrets
                        and all rights related thereto.
<PAGE>

                  (5)   Except as set  forth in  Schedule 7 (q),  there are no
                        claims  or  demands  of  any  person  pertaining  to the
                        Proprietary Rights or the Trade Secrets or the rights of
                        the  Company  and its  Subsidiaries  thereunder,  and no
                        proceedings  have been  instituted or are pending or, to
                        the knowledge of Sellers, threatened which challenge the
                        rights of the  Company in respect  thereof,  and none of
                        the issued trademarks, service marks, trade names, label
                        filings,  patents,   copyrights,   logos,  registrations
                        thereof,  or, as the case may be, the rights  granted to
                        the  Company  in  respect  thereof  and to be  listed in
                        Schedule 7 (q), infringes on or is being infringed upon
                        by others, and none is subject to any outstanding order,
                        decree, judgment, stipulation,  injunction,  restriction
                        or  agreement  restricting  the  scope of the use by the
                        Company.

                  (6)   Except as disclosed in Schedule 7 (q),  the Company is
                        not  infringing or  violating,  and during the past five
                        years,  the Company has not  infringed or violated,  any
                        Proprietary  Rights of others, nor used any confidential
                        information   or  trade   secrets   or   patentable   or
                        unpatentable  inventions  of any former  employer of any
                        employee of the Company.

                  (7)   Except as is disclosed in Schedule 7 (q),  Sellers have
                        no  knowledge  of any  patented  device  or  application
                        therefor which could materially and adversely affect the
                        operation  of  the  businesses  of the  Company,  as now
                        conducted.

                  (8)   Except  as  indicated  in  Schedule  7 (q),  the  Trade
                        Secrets  have been,  and will not be,  disclosed  by the
                        Company  to any  person  other  than  Purchaser  and its
                        agents and representatives, and comprise all of the same
                        necessary  to  permit  the  continued  operation  of the
                        businesses of the Company and its Subsidiaries.
<PAGE>

      (r)   Securities Representations

            (i)   Each Seller  represents  and warrants  that the portion of the
                  Purchase Price consisting of Restricted Equity Securities,  as
                  more fully set forth in  Section  2, is being  purchased  for
                  investment  solely for the Seller's own account and not with a
                  view to or for the resale or distribution thereof.

            (ii)  Each Seller  understands that the Seller may sell or otherwise
                  transfer  the  Equity  Restricted   Securities  only  if  such
                  transaction  is duly  registered  under the  Securities Act of
                  1933, as amended (the "Act"),  under a registration  statement
                  or  otherwise,  or if Seller shall have received the favorable
                  opinion of  counsel  to the  holder,  which  opinion  shall be
                  reasonably  satisfactory  to counsel to the Purchaser,  to the
                  effect  that  such sale or other  transfer  may be made in the
                  absence of  registration  under the Act, and  registration  or
                  qualification  in every  applicable  state.  The  certificates
                  representing  the  aforesaid  securities  will be  legended to
                  reflect these  restrictions,  and stop  transfer  instructions
                  will apply. Seller realizes that the equity securities are not
                  a liquid investment.

            (iii) Each Seller  represents  and  warrants  that it has not relied
                  upon the advice of a "Purchaser Representative" (as defined in
                  Regulation D of the Act) in evaluating the risks and merits of
                  the investment in the equity securities of the Purchaser,  and
                  that Seller has the knowledge  and  experience to evaluate the
                  Purchaser and the risks and merits relating thereto.

            (iv)  Each  Seller  represents  and  warrants  that the Seller is an
                  "accredited  investor"  as such term is defined in Rule 501 of
                  Regulation  D  promulgated  pursuant to the Act,  and shall be
                  such on the date any  securities  are  issued  to the  holder;
                  Seller  acknowledges  that Seller is able to bear the economic
                  risk of losing  Seller's  entire  investment in the securities
                  and understands  that an investment in the Purchaser  involves
                  substantial risks.

      (s)   No Guaranties.  Except as indicated on Schedule 7 (s),  none of the
            obligations or liabilities of the Company is guaranteed by any other
            person,  firm or  corporation,  nor has the Company  guaranteed  the
            obligations or liabilities of any other person, firm or corporation.
<PAGE>

      (t)   Inventory.  Except as indicated on Schedule 7 (t), all items of the
            Company's  inventory and related supplies  (including raw materials,
            work-in-process  and finished goods)  reflected on the Balance Sheet
            or  thereafter  acquired  (and not  subsequently  disposed of in the
            ordinary  course of  business)  are  merchantable,  or suitable  and
            usable for the  production or completion of  merchantable  products,
            for sale in the ordinary  course of business as first  quality goods
            at normal  mark-ups and mark-downs that are consistent with Seller's
            past practice,  none of the inventory so reflected is below standard
            quality  and each  item of such  inventory  to be  reflected  in the
            Balance  Sheet  and the  books  and  records  of the  Company  is so
            reflected on the basis of a complete  physical count as of September
            30,  2005 and is  valued  at the  lower  of cost  (on a first  --in,
            first--out  basis) or market in accordance  with generally  accepted
            accounting principles consistently applied.

      (u)   Receivables.  Except as indicated on Schedule 7(u), all  receivables
            of the Company (including accounts receivable,  loans receivable and
            advances)  which are to be reflected in the Balance  Sheet,  and all
            such  receivables  which will have  arisen  since the date  thereof,
            shall have arisen only from bona fide  transactions  in the ordinary
            course of the Company's business.

      (v)   Labor Matters.  Except as set forth in Schedule 7 (v),  the Company
            is not a party to any collective  bargaining agreement and there are
            no material or formal complaints, charges, cases or controversies or
            any conciliation agreement,  consent or decree pending or threatened
            the  Company  and any of its  employees  acting  individually  or in
            concert  and/or  any  administrative  agency  of the  United  States
            government  and no  organization  is presently  attempting  to gain,
            petitioning for or asserting representational status with respect to
            any group or groups of employees of the Company,  and the Company is
            in  material  compliance  with  Federal  and state  laws  respecting
            employment practices, terms and conditions of employment,  wages and
            hours,  and is not presently  engaged in any unfair labor  practice,
            There is no labor  strike  or other  labor  dispute  and there is no
            complaint,  proceeding  or other action  instituted  under the Equal
            Opportunity Act pending, threatened against the Company.
<PAGE>

      (w)   Records. The books of account, minute books, stock certificate books
            and stock  transfer  ledgers of the Company are complete and correct
            in all  material  respects,  and  there  have  been no  transactions
            involving  the business of the Company  which  properly  should have
            been set forth  therein  and which have not been  accurately  so set
            forth.

      (x)   Proceedings re Employee  Benefit  Plans.  There has not been any (i)
            termination of any "defined  benefit plan" within the meaning of the
            Employee Retirement Income Security Act of 1974 ("ERISA") maintained
            by the  Company or any  person,  firm or  corporation  ("Affiliate")
            which is under  "common  control"  (within  the  meaning  of Section
            4001(b) of ERISA)  with the  Company,  or (ii)  commencement  of any
            proceeding  to  terminate  any  such  plan  pursuant  to  ERISA,  or
            otherwise  or  (iii)  written  notice  given to the  Company  or any
            Affiliate of the intention to commence or seek the  commencement  of
            any such proceeding. All accrued benefits under each pension plan of
            the Company  covering  employees  who are to be  transferred  to the
            employ of Purchaser following the Closing ("Transferred  Employees")
            shall be fully provided for as of the date of the Closing by any one
            or more of (i) annuity contracts for the benefit of such Transferred
            Employees  issued by an insurance  company  acceptable to Purchaser,
            (ii) the transfer to a successor  plan  established or maintained by
            Purchaser  for the benefit of such  Transferred  Employees of assets
            having a fair market value of not less than the present value of all
            such accrued benefits and/or (iii) in the case of any multi-employer
            plan or any single employer plan which  Purchaser  shall assume,  by
            the fair  market  value of the assets of such plan as of the date of
            the  Closing  being not less than the  present  value of all accrued
            benefits  under  such  plan at such  date.  The  amount  of  accrued
            benefits and the present  value thereof under each such pension plan
            shall be computed by Purchaser's actuary on the basis of "Acceptable
            Actuarial  Assumptions,"  which term is  defined  to mean  actuarial
            assumptions  and  methods  to which  Purchaser  consents  in writing
            (which consent shall not be unreasonably withheld).  The Company has
            no knowledge or information  of any planned or required  increase in
            the level of  contributions or benefits under any such pension plan,
            or of any  circumstances  which would  suggest that such an increase
            may be required,  or that any union  representing  employees covered
            under any such plan will attempt to negotiate  for such an increase.
            In the  case of  each  pension  plan  to  which  the  Company  makes
            contributions  on  behalf  of  Transferred   Employees  under  which
            contributions   are  fixed  pursuant  to  a  collective   bargaining
            agreement,  the level of contributions currently provided for in the
            applicable collective bargaining agreement is sufficient to meet the
            funding  requirements  of ERISA  applicable  to such plan,  based on
            Acceptable   Actuarial   Assumptions.   Each  funded   pension  plan
            maintained  by the  Company  for one or more  Transferred  Employees
            constitutes a qualified  plan under  section  40l(a) of the Internal
            Revenue Code of l954 and meets all applicable requirements of ERISA.
<PAGE>

      (y)   Absence of  Certain  Business  Practices.  Neither  Sellers  nor the
            Company  nor any  officer,  employee  or  agent  of  Sellers  or the
            Company, nor any other person acting on its behalf, has, directly or
            indirectly,  within the past five years  given or agreed to give any
            gift or similar  benefit  to any  customer,  supplier,  governmental
            employee  or other  person who is or may be in a position to help or
            hinder  the  business  of the  Company  (or  assist  the  Company in
            connection with any actual or proposed  transaction) which (A) might
            subject the Company to any damage or penalty in any civil,  criminal
            or governmental  litigation or proceeding,  (B), if not given in the
            past,  might have had an adverse  effect on the assets,  business or
            operations  of the Company or (C), if not  continued  in the future,
            might adversely affect the Company's assets, business, operations or
            prospects  or which might  subject the Company to suit or penalty in
            any private or governmental litigation or proceeding.

8.    Representations   and   Warranties  by  Purchaser.   Representations   and
      Warranties by Purchaser.  Purchaser  represents and warrants to Sellers as
      follows (all Schedules referred to in this Section shall be set forth on a
      separate Disclosure Schedule initialed by Purchaser on the date hereof):
<PAGE>

      (a)   Organization,   Standing  and  Qualification.  The  Purchaser  is  a
            corporation  duly organized,  validly  existing and in good standing
            under the laws of Delaware; it has all requisite corporate power and
            authority  and is  entitled  to carry on its  business  as now being
            conducted and to own,  lease or operate its properties as and in the
            places where such business is now conducted and such  properties are
            now owned, leased or operated; and it is duly qualified, licensed or
            domesticated   and  in  good  standing  as  a  foreign   corporation
            authorized  to do  business  in the  states  disclosed  in  its  SEC
            Documents  (defined  below) or as  disclosed  and listed on Schedule
            8(a),  which,  except  as  disclosed  in  its  SEC  Documents  or as
            disclosed and set forth on Schedule  8(a), are the only states where
            the nature of the activities conducted by it or the character of the
            properties   owned,   leased  or   operated   by  it  require   such
            qualification, licensing or domestication.

      (b)   Subsidiaries.  Except as disclosed in Purchaser's SEC Documents, and
            except as disclosed and listed on Schedule  8(b),  the Purchaser has
            no  subsidiaries  ("Subsidiaries").  Except as  disclosed in its SEC
            Documents,  and  except as  disclosed  in and set forth in  Schedule
            8(b), the Purchaser has no interest,  direct or indirect, and has no
            commitment  to purchase any  interest,  direct or  indirect,  in any
            other  corporation  or in any  partnership,  joint  venture or other
            business  enterprise  or  entity.  Except  as  disclosed  in its SEC
            Documents,  and  except as  disclosed  in and set forth in  Schedule
            8(b),  the  business  carried  on by  the  Purchaser  has  not  been
            conducted  through  any  other  direct  or  indirect  subsidiary  or
            affiliate of any shareholder.

      (c)   Transactions with Certain Persons.

            (i)   Except as disclosed in Purchaser's  SEC Documents,  and except
                  as set forth on Schedule 8 (c) (i), during the year ended 2005
                  and for the period  beginning July, 2004 through  December 31,
                  2004,   the  Purchaser  has  not,   directly  or   indirectly,
                  purchased,  leased  from  others  or  otherwise  acquired  any
                  property or obtained any  services  from,  or sold,  leased to
                  others or otherwise  disposed of any property or furnished any
                  services to, or  otherwise  dealt with (except with respect to
                  remuneration for services  rendered as a director,  officer or
                  employee of the Purchaser), in the ordinary course of business
                  or otherwise, any shareholder of Purchaser owning more than 5%
                  of the  outstanding  shares of common  stock of the  Purchaser
                  ("Substantial Shareholder") or any person, firm or corporation
                  which, directly or indirectly,  alone or together with others,
                  controls, is controlled by or is under common control with any
                  Substantial   Shareholder   of  the  Purchaser   ("Substantial
                  Shareholder Affiliate").
<PAGE>

            (ii)  Except as disclosed in Purchaser's  SEC Documents,  and except
                  as set forth on Schedule  8 (c) (i) (ii),  the Purchaser  does
                  not owe any amount to, or have any contract with or commitment
                  to, any of its shareholders, directors, officers, employees or
                  consultants  (other than compensation for current services not
                  yet due and payable and  reimbursement  of expenses arising in
                  the  ordinary  course of  business),  and none of such persons
                  owes any amount to the Purchaser.

            (iii) Except as disclosed in Purchaser's  SEC Documents,  and except
                  as set forth on Schedule 8(c)(iii), no part of the property or
                  assets  of  Purchaser  is  used  by  the  any  shareholder  of
                  Purchaser.

      (d)   Authorization   and  Approval  of  Agreement.   All  proceedings  or
            corporate  action required to be taken by Purchaser  relating to the
            execution and delivery of this Agreement and the consummation of the
            transactions  contemplated  hereby shall have been taken at or prior
            to the Closing.

      (e)   Execution, Delivery and Performance of Agreement; Authority. Neither
            the  execution,  delivery  nor  performance  of  this  Agreement  by
            Purchaser  will, with or without the giving of notice or the passage
            of time,  or both,  conflict  with,  result in a  default,  right to
            accelerate or loss of rights under, or result in the creation of any
            lien,  charge or  encumbrance  pursuant  to,  any  provision  of the
            Purchaser's   certificate  of   incorporation   or  by-laws  or  any
            franchise,  mortgage,  deed of  trust,  lease,  license,  agreement,
            understanding,  law, rule or  regulation  or any order,  judgment or
            decree to which the Purchaser is a party or by which it may be bound
            or  affected.  Purchaser  has the full power and  authority to enter
            into this Agreement and to carry out the  transactions  contemplated
            hereby,  all proceedings or corporate action required to be taken by
            it to authorize  the  execution,  delivery and  performance  of this
            Agreement  and the  agreements  relating  hereto have been  properly
            taken and this Agreement  constitutes a valid and binding obligation
            of Purchaser.
<PAGE>

      (f)   Capital  Structure.  The  authorized  capital stock of the Purchaser
            Buyer  consists of  100,000,000  shares of common stock,  $0.001 par
            value,  and 10,000 shares of Preferred  Stock,  $0.001 par value, of
            which there were issued and  outstanding as of the close of business
            on the date  hereof,  47,368,756  shares of Common Stock and 346,663
            shares  of  Series A  Convertible  Non  Redeemable  Preferred  Stock
            ("Series  A  Preferred  Stock"),  respectively,  as of the  close of
            business on the date hereof.  All outstanding shares of common stock
            and  Series A  Preferred  Stock have been duly  authorized,  validly
            issued, fully paid and are nonassessable.

      (g)   Except as set forth in the Purchaser's SEC Documents,  and except as
            set forth on Schedule 8(g), there are no outstanding  subscriptions,
            options,   warrants,   calls,   contracts,   demands,   commitments,
            convertible  securities or other  agreements or  arrangements of any
            character or nature  whatever under which Purchaser is or may become
            obligated  to issue,  assign or  transfer  any shares of the capital
            stock of the  Purchaser,  and there are no rights of first  refusal,
            preemptive rights or similar rights with respect to any such shares.

      (h)   Issuance  of  Shares.  The  issuance  and  delivery  of  the  equity
            securities in accordance  with this Agreement  shall be, at or prior
            to the Closing Date,  duly  authorized  by all  necessary  corporate
            action on the part of  Purchaser,  and,  when  issued on the Closing
            Date as contemplated  hereby,  such shares of equity securities will
            be duly and  validly  issued,  fully  paid and  nonassessable.  Such
            equity  securities,  when so issued and delivered in accordance with
            the  provisions  of this  Agreement,  shall be free and clear of all
            liens and encumbrances and adverse claims,  other than  restrictions
            on transfer created by applicable  securities laws and will not have
            been  issued in  violation  of their  respective  properties  or any
            preemptive rights or rights of first refusal or similar rights.
<PAGE>

      (i)   SEC  Documents;  Financial  Statements.   Purchaser  has  filed  all
            reports,  schedules,  forms, statements and other documents required
            to be  filed  by it with  the  Securities  and  Exchange  Commission
            ("SEC")  pursuant to the reporting  requirements  of the  Securities
            Exchange  Act of 1934 (the  "Exchange  Act")  (all of the  foregoing
            filed  prior to the date hereof  (including  all  exhibits  included
            therein and financial statements and schedules thereto and documents
            incorporated by reference therein) being hereinafter  referred to as
            the  "SEC  Documents").  As  of  their  respective  dates,  the  SEC
            Documents complied in all material respects with the requirements of
            the  Exchange  Act  and  the  rules  and   regulations  of  the  SEC
            promulgated thereunder applicable to the SEC Documents.  None of the
            SEC Documents,  at the time they were filed with the SEC,  contained
            any  untrue  statement  of a  material  fact or  omitted  to state a
            material fact required to be stated therein or necessary in order to
            make the statements  therein,  in light of the  circumstances  under
            which they were made, not misleading.  As of their respective dates,
            the consolidated  financial  statements of Purchaser included in the
            SEC  Documents  complied as to form in all  material  respects  with
            applicable  accounting  requirements  and the  published  rules  and
            regulations of the SEC with respect thereto.

      (j)   Absence  of   Undisclosed   Liabilities.   Except  as  disclosed  in
            Purchaser's SEC Documents, and except as set forth on Schedule 8(j),
            as of the Balance Sheet Date the Purchaser had no debts, liabilities
            or obligations (whether absolute,  accrued, contingent or otherwise)
            of any nature whatsoever, including, without limitation, any foreign
            or domestic tax liabilities or deferred tax liabilities  incurred in
            respect of or measured by the Purchaser's income, or its property or
            authorized or outstanding capital stock on the Balance Sheet Date or
            any other debts,  liabilities or obligations  relating to or arising
            out of any act,  transaction,  circumstance  or state of facts which
            occurred or existed on the Balance  Sheet Date,  whether or not then
            known, due or payable.
<PAGE>

      (k)   Financings. To the best of its knowledge Purchaser is not in default
            under any of its agreements with any of its lenders.

      (l)   Absence of Changes or Events. Except as disclosed in Purchaser's SEC
            Documents,  and except as set forth on  Schedule  8(l) and except in
            connection  with the  transaction  contemplated  by this  Agreement,
            since January 1, 2005:

            (i)   the  business  of the  Purchaser  has  been  conducted  in the
                  ordinary course and consistent with past practice;

            (ii)  there has not been:

                  (1)   any material adverse change in the  relationships of the
                        Purchaser  with  its  licensees,  customers,  suppliers,
                        payors,  reimbursers,  and/or  persons or  organizations
                        that refer business to it;

                  (2)   any  material  damage,   destruction  or  casualty  loss
                        (whether  or  not  covered  by  insurance)  suffered  by
                        Purchaser;

                  (3)   any  transaction  material to the business or the assets
                        of the  Purchaser,  except  in the  ordinary  course  of
                        business;

                  (4)   any  employment   agreement  or  deferred   compensation
                        agreement  entered into between the Purchaser and any of
                        their respective employees;

                  (5)   any issuances or grants of capital stock, subscriptions,
                        options,    warrants,    calls,   contracts,    demands,
                        commitments,  convertible securities or other agreements
                        or  arrangements  of any  character  or nature  whatever
                        under  which  Purchaser  is or may become  obligated  to
                        issue,  assign or  transfer  any  shares of the  capital
                        stock of the Purchaser;

                  (6)   any increase, not in the ordinary course of business, in
                        the  compensation  payable  or to become  payable by the
                        Purchaser or the adoption of any new (or amendment to or
                        alteration   of   any   existing)   bonus,    incentive,
                        compensation,  pension,  stock,  matching  gift,  profit
                        sharing,  retirement,  death  benefit  or  other  fringe
                        benefit plan;

                  (7)   any increase in the aggregate  indebtedness for borrowed
                        money or any increase in purchase  commitments  or other
                        liabilities or obligations  (whether absolute,  accrued,
                        contingent  or  otherwise)  incurred  by the  Purchaser,
                        except  for  liabilities,  commitments  and  obligations
                        incurred in the ordinary  course of business  consistent
                        with past practice;

                  (8)   any lien created on any of the assets of the  Purchaser,
                        other than liens for taxes not yet due and payable;

                  (9)   any material  labor  dispute  involving the employees of
                        the Purchaser;

                  (10)  any sale,  assignment,  transfer or other disposition or
                        license of any material tangible or intangible assets of
                        the  Purchaser,  other than the sale of inventory in the
                        ordinary   course  of  business   consistent  with  past
                        practice;

                  (11)  any amendment, termination or waiver by the Purchaser of
                        any right of substantial value belonging to it;
<PAGE>

                  (12)  any amendment of the  certificate  of  incorporation  or
                        by-laws of the Purchaser;

                  (13)  inventory  purchases  or sales or other  dealings out of
                        the ordinary course of business;

                  (14)  any one or more capital  expenditures  or commitments by
                        the Purchaser not fully paid for in excess of $50,000 in
                        the aggregate; or

                  (15)  any change,  event or condition which, in any case or in
                        the aggregate,  has had or may have a materially adverse
                        affect   on   Purchaser's    condition   (financial   or
                        otherwise), properties, assets, liabilities,  operations
                        or  prospects,  taken  as a  whole,  including,  without
                        limitation,  any change in Purchaser's revenues,  costs,
                        backlog  or  relations  with  its   employees,   agents,
                        customers or suppliers;

                  (16)  any  transaction,  contract or commitment  other than in
                        the ordinary course of business or paid or agreed to pay
                        any legal, accounting, brokerage, finder's fee, taxes or
                        other  expenses  in  connection  with,  or  incurred  by
                        severance pay  obligations  by reason of, this Agreement
                        or the transactions contemplated hereby; or

                  (17)  any  agreement  or any  commitment  to  take  any of the
                        foregoing actions.

      (m)   Litigation.  Except as disclosed in Purchaser's  SEC Documents,  and
            except  as set forth in  Schedule  8 (m),  there is no claim,  legal
            action, suit, arbitration, governmental investigation or other legal
            or administrative  proceeding,  nor any order, decree or judgment in
            progress,  pending or in effect,  or to the  knowledge  of Purchaser
            threatened,  against or relating  to the  Purchaser,  its  officers,
            directors or employees,  its  properties,  assets or business or the
            transactions  contemplated by this Agreement, and Purchaser does not
            know or have reason to be aware of any basis for the same.
<PAGE>

      (n)   Compliance with Laws and Other  Instruments.  Except as disclosed in
            Purchaser's  SEC Documents,  and except as set forth Schedule 8 (n),
            the  Purchaser  has  complied   with  all  existing   laws,   rules,
            regulations,  ordinances,  orders,  judgments  and  decrees  now  or
            hereafter  applicable to its  business,  properties or operations as
            presently   conducted.   Neither  the   ownership  nor  use  of  the
            Purchaser's  properties  nor the conduct of its  business  conflicts
            with  the  rights  of any  other  person,  firm  or  corporation  or
            violates,  or with or without the giving of notice or the passage of
            time, or both,  will violate,  conflict with or result in a default,
            right to accelerate or loss of rights under, any terms or provisions
            of its  certificate  of  incorporation  or by-laws as  presently  in
            effect, or any lien,  encumbrance,  mortgage,  deed of trust, lease,
            license,   agreement,   understanding,   law,  ordinance,   rule  or
            regulation,  or any order, judgment or decree to which the Purchaser
            is a party or by which it may be bound or affected; and Purchaser is
            not aware of any  proposed  laws,  rules,  regulations,  ordinances,
            orders, judgments, decrees,  governmental takings,  condemnations or
            other  proceedings  which  would  be  applicable  to  its  business,
            operations  or  properties  and which  might  adversely  affect  its
            properties,  assets,  liabilities,  operations or prospects,  either
            before or after the Closing.

      (o)   Title  to  Properties.   Except  as  disclosed  in  Purchaser's  SEC
            Documents:

            (i)   The Purchaser has good title to all the  properties and assets
                  reflected  in this  Agreement  or its books and records and in
                  the financial  statements  set forth in the  Purchaser's  Form
                  10-QSB  filed with the SEC on November  7, 2005 ("Form  10-QSB
                  Financial  Statements")  (except for inventory  sold after the
                  Balance Sheet Date in the ordinary course of business).

            (ii)  None  of  such  properties  and  assets  are  subject  to  any
                  mortgage,    pledge,   lien,   charge,    security   interest,
                  encumbrance,  restriction, lease, license, easement, liability
                  or adverse claim of any nature whatsoever, direct or indirect,
                  whether accrued, absolute,  contingent or otherwise, except as
                  expressly set forth in the Form 10-QSB Financial Statements as
                  securing  specific   liabilities  or  as  otherwise  expressly
                  permitted by the terms hereof or those  imperfections of title
                  and encumbrances, if any, which

                  (1)   are not  substantial in character,  amount or extent and
                        do  not  materially   detract  from  the  value  of  the
                        properties subject thereto,
<PAGE>

                  (2)   do not  interfere  with either the present and continued
                        use of such  property or the conduct of the  Purchaser's
                        normal operations and

                  (3)   have arisen only in the ordinary course of business.

            (iii) All of the properties and assets owned,  leased or used by the
                  Purchaser  are in  operating  condition,  are suitable for the
                  purposes  used,  are adequate and  sufficient  for all current
                  operations of the  Purchaser  and are directly  related to the
                  business of the Purchaser.

      (p)   [omitted ]

      (q)   [omitted]

      (r)   [omitted]

      (s)   No Guaranties. Except as disclosed in Purchaser's SEC Documents, and
            except as indicated on Schedule  8 (s),  none of the  obligations or
            liabilities of the Purchaser is guaranteed by any other person, firm
            or corporation,  nor has the Purchaser guaranteed the obligations or
            liabilities of any other person, firm or corporation.

      (t)   Inventory.  Except as disclosed in Purchaser's  SEC  Documents,  and
            except as indicated on Schedule 8 (t),  all items of the Purchaser's
            inventory and related  supplies  (including raw  materials,  work in
            process and finished goods)  reflected on the Form 10-QSB  Financial
            Statements or thereafter acquired (and not subsequently  disposed of
            in the ordinary  course of business) are  merchantable,  or suitable
            and  usable  for  the  production  or  completion  of   merchantable
            products,  for sale in the  ordinary  course  of  business  as first
            quality goods at normal  mark-ups and mark-downs that are consistent
            with  Purchaser's  practice  in  2005,  none  of  the  inventory  so
            reflected is below standard quality.

      (u)   Receivables.  Except as disclosed in Purchaser's SEC Documents,  and
            except  as  indicated  on  Schedule  8(u),  all  receivables  of the
            Purchaser  (including  accounts  receivable,  loans  receivable  and
            advances)   which  are  reflected  in  the  Form  10-QSB   Financial
            Statements,  and all such  receivables  which will have arisen since
            the date thereof, shall have arisen only from bona fide transactions
            in the ordinary course of the Purchaser's business.
<PAGE>

      (v)   Labor Matters. Except as disclosed in the Purchaser's SEC Documents,
            and except as set forth in Schedule  8 (v),  the  Purchaser is not a
            party  to any  collective  bargaining  agreement  and  there  are no
            material or formal  complaints,  charges,  cases or controversies or
            any conciliation agreement,  consent or decree pending or threatened
            the  Purchaser and any of its employees  acting  individually  or in
            concert  and/or  any  administrative  agency  of the  United  States
            government  and no  organization  is presently  attempting  to gain,
            petitioning for or asserting representational status with respect to
            any group or groups of employees of the Purchaser, and the Purchaser
            is in material  compliance  with  Federal and state laws  respecting
            employment practices, terms and conditions of employment,  wages and
            hours,  and is not presently  engaged in any unfair labor  practice,
            There is no labor  strike  or other  labor  dispute  and there is no
            complaint,  proceeding  or other action  instituted  under the Equal
            Opportunity Act pending, threatened against the Purchaser.

      (w)   Records. The books of account, minute books, stock certificate books
            and stock transfer ledgers of the Purchaser are complete and correct
            in all  material  respects,  and  there  have  been no  transactions
            involving the business of the Purchaser  which properly  should have
            been set forth  therein  and which have not been  accurately  so set
            forth.

      (x)   [omitted].

      (y)   Absence of Certain  Business  Practices.  Neither  Purchaser nor any
            officer, employee or agent of Purchaser, nor any other person acting
            on its behalf,  has,  directly or indirectly,  during the year ended
            2005 and for the period  beginning July,  2004 through  December 31,
            2004,  given or agreed to give any gift or  similar  benefit  to any
            customer, supplier,  governmental employee or other person who is or
            may be in a position to help or hinder the business of the Purchaser
            (or assist the Purchaser in  connection  with any actual or proposed
            transaction)  which (A) might subject the Purchaser to any damage or
            penalty  in  any  civil,  criminal  or  governmental  litigation  or
            proceeding, (B), if not given in the past, might have had an adverse
            effect on the assets,  business or  operations  of the  Purchaser or
            (C), if not  continued  in the future,  might  adversely  affect the
            Purchaser's assets, business, operations or prospects or which might
            subject  the  Purchaser  to  suit  or  penalty  in  any  private  or
            governmental litigation or proceeding.
<PAGE>

9.    Conduct of Business Prior to Closing.

      (a)   Prior to the  Closing,  the Company  shall  conduct its business and
            affairs only in the ordinary  course and  consistent  with its prior
            practice and shall maintain, keep and preserve its assets (except in
            connection  with  distributions  to Sellers) and  properties in good
            condition  and repair and maintain  insurance  thereon in accordance
            with present practices, and the Company and each Seller will use its
            or their best efforts to preserve the business and  organization  of
            the Company  intact,  to keep available to Purchaser the services of
            Seller's present officers and employees, to preserve for the benefit
            of Purchaser  the goodwill of Company's  suppliers and customers and
            others  having  business  relations  with it and to  cooperate  with
            Purchaser  in its  efforts  to  obtain  the  financing  of the  Cash
            Purchase Price in accordance  with the provisions of this Agreement.
            Without  limiting  the  generality  of the  foregoing,  prior to the
            Closing, except in the ordinary course of business, Sellers will not
            without  Purchaser's  prior  written  approval,  cause or permit the
            Company to:

            (i)   change its certificate of incorporation or by-laws or merge or
                  consolidate or obligate itself to do so with or into any other
                  entity;

            (ii)  enter  into  any  contract,  agreement,  commitment  or  other
                  understanding  or  arrangement  except  for  those of the type
                  which would not have to be listed and described  under Section
                  7; or

            (iii) Perform,  take any  action  or incur or permit to exist any of
                  the  acts,  transactions,  events or  occurrences  of the type
                  described  in  Section 7 which  would have been  inconsistent
                  with the  representations and warranties set forth therein had
                  the same occurred prior to the date hereof.
<PAGE>

      (b)   Sellers  will cause the Company to give  Purchaser  and  Purchaser's
            attorneys,  accountants and other  representatives,  upon reasonable
            notice to  Sellers,  full  access (so long as it does not  interfere
            with  the  Company's  operations),   during  the  Company's  regular
            business  hours,  to the  Company's  personnel  and all  properties,
            documents,  contracts,  books and  records of the  Company  and will
            furnish  Purchaser with copies of such  documents  (certified by the
            Company's  officers if so requested) and with such  information with
            respect to the affairs of the Company as Purchaser  may from time to
            time request,  and Purchaser will not  improperly  disclose the same
            prior to the Closing.  Any such  furnishing of such  information  to
            Purchaser  or  any  investigation  by  Purchaser  shall  not  affect
            Purchaser's right to rely on any representations and warranties made
            in  this  Agreement.  Purchaser  shall  not  contact  any  employee,
            customer or vender of the Company without the prior written approval
            of the Company

      (c)   The  confidentiality  agreement  between  certain of the  parties is
            incorporated herein and shall remain in effect until the Closing.

      (d)   Until the termination of this Agreement,  no Seller will directly or
            indirectly,   through  any  agent  or  otherwise,  solicit,  accept,
            initiate or encourage  (by  providing  confidential  information  or
            otherwise)  submission  of  proposals  or offers  from any person or
            entity or negotiate or suggest  negotiations at any future time with
            or to any other person with respect to any sale of any of the assets
            of the  Company  (other  than  sales of  inventory  in the  ordinary
            course) or any stock or other equity interest in the Company.

      (e)   Sellers will not revoke the Company's subchapter S election prior to
            Closing.  Sellers and the Company will not, prior to Closing, change
            any tax election,  tax accounting  period or tax accounting  method;
            settle any tax dispute; or extend any statute of limitations for the
            assessment   or  collection  of  any  tax  without  the  consent  of
            Purchaser.

      (f)   Notwithstanding  the  foregoing,  the Company may, prior to Closing,
            freeze its pension  plan,  rollover  its profit  sharing  plan (to a
            401-k type plan),  and/or  distribute the assets of the plans to the
            plan's participants.
<PAGE>

      (g)   Sellers may, until the Closing Date, update the Disclosure Schedules
            attached hereto in respect of facts or events that arise or of which
            they  become  aware  after the date of this  Agreement  which  facts
            and/or  events  cause  a  variance  from  the   representations  and
            warranties made by Sellers in this Agreement.  Such updates shall be
            delivered  to Purchaser  in writing.  Such  updates  shall amend and
            supplement  the Disclosure  Schedules  delivered on the date hereof.
            Notwithstanding  any  provision in this  Agreement to the  contrary,
            unless Purchaser  provides the Sellers with a termination notice (in
            which event this  Agreement is terminated and of no further force or
            effect except for the  confidentiality  obligations of each party to
            the other) within five (5) days after  delivery to Purchaser of such
            updates,  Purchaser  shall be deemed to have waived any objection to
            such updates,  and the representations  and warranties  delivered by
            Sellers  at  Closing  shall be as amended  and  supplemented  by the
            updates.

10.   Conditions  Precedent  to  Purchaser's  Obligations.  All  obligations  of
      Purchaser  hereunder  are  subject  at the  option  of  Purchaser,  to the
      fulfillment  of  each  of the  following  conditions  at or  prior  to the
      Closing,  and Sellers shall jointly and severally exert their best efforts
      to cause each such condition to be so fulfilled:

      (a)   All representations and warranties of Sellers contained herein or in
            any document  delivered pursuant hereto shall be true and correct in
            all  material  respects  when  made and shall be deemed to have been
            made again at and as of the date of the  Closing,  and shall then be
            true and correct in all material  respects except for changes in the
            ordinary course of business after the date hereof in conformity with
            the covenants and agreements contained herein.

      (b)   All covenants,  agreements and obligations  required by the terms of
            this  Agreement  to be performed by Sellers at or before the Closing
            shall  have  been  duly  and  properly  performed  in  all  material
            respects.

      (c)   Since the date of this  Agreement  there shall not have occurred any
            material  adverse change in the condition  (financial or otherwise),
            business, properties, assets or prospects of the Company, taken as a
            whole (except for distributions to Sellers).
<PAGE>

      (d)   There shall be delivered to Purchaser a certificate  executed by the
            President  and  Secretary of Seller,  dated the date of the Closing,
            certifying that

            (i)   the conditions set forth in paragraphs (a), (b), and (c) of
                  this Section have been fulfilled.

            (ii)  and that a schedule  that is attached to the  certificate  and
                  lists the  Company's  receivables  and inventory as of the day
                  prior  to the  Closing  (provided  that  the  Closing  is on a
                  Monday) is true and correct.

      (e)   All  documents  required  under this  Agreement  to be  delivered to
            Purchaser at or prior to the Closing shall have been so delivered.

      (f)   Purchaser shall have obtained $50 million in equity financing.

      (g)   the  Balance  Sheet and the notes  thereto  shall  reflect as of the
            Balance Sheet Date a Net Worth of not less than $10,000,000;

      (h)   The  mortgagee  on 1 Rewe Street  shall have  consented to the lease
            referred to in Section  6(c)(vi),  and all other requisite  consents
            thereto shall also have been obtained.

11.   Conditions Precedent to Seller's  Obligations.  All obligations of Sellers
      at the Closing are subject,  at the option of Sellers,  to the fulfillment
      of each of the  following  conditions  at or  prior  to the  Closing,  and
      Purchaser  shall exert its best efforts to cause each such condition to be
      so fulfilled:

            (a)   All  representations  and  warranties  of Purchaser  contained
                  herein or in any document  delivered  pursuant hereto shall be
                  true and correct in all material  respects when made and as of
                  the Closing.

            (b)   All obligations  required by the terms of this Agreement to be
                  performed  by  Purchaser  at or before the Closing  shall have
                  been duly and properly performed in all material respects.

            (c)   There shall be delivered to Sellers a certificate  executed by
                  the President  and  Secretary of Purchaser,  dated the date of
                  the  Closing,  certifying  that the  conditions  set  forth in
                  paragraphs (a) and (b) of this Section have been fulfilled.
<PAGE>

            (d)   There  shall be  delivered  to  Sellers  cancellations  of all
                  personal  guarantees that any and all Sellers have executed in
                  respect of  obligations  of the Company and that are set forth
                  in Seller's Disclosure Schedule under Section 7, provided that
                  in connection with the personal  guaranties of Sellers to Bank
                  Leumi,  Purchaser's satisfaction of the Company's debt to Bank
                  Leumi in full will satisfy this requirement.

            (e)   There  shall  have  been no  material  adverse  change  in the
                  condition of Purchaser taken as a whole.

            (f)   Purchaser  shall have  satisfied  the  Company's  debt to Bank
                  Leumi.

            (g)   Purchaser   shall  have,  or  have  a  commitment   for,  debt
                  financings in an aggregate amount of no less than $20,000,000.

12.   Indemnification.

      (a)   Sellers  jointly  and  severally   hereby  undertake  and  agree  to
            indemnify Purchaser (and its shareholders,  officers,  and directors
            and their respective successors,  heirs and assigns) and hold it and
            them  harmless  against  and in  respect  of (and  shall  on  demand
            reimburse the indmenitees for) the following:

            (i)   any and all loss,  liability or damage suffered or incurred by
                  Purchaser  by reason of any untrue  representation,  breach of
                  warranty  or   non-fulfillment  of  any  covenant  by  Sellers
                  contained herein or in any certificate, document or instrument
                  delivered to Purchaser pursuant hereto;

            (ii)  any and all loss,  liability or damage suffered or incurred by
                  Purchaser  by  reason of or in  connection  with any claim for
                  finder's  fee or  brokerage  or other  commission  arising  by
                  reason of any services  alleged to have been rendered to or at
                  the instance of Sellers with respect to this  Agreement or any
                  of the transactions contemplated hereby;

            (iii) any and all  actions,  suits,  proceedings,  claims,  demands,
                  assessments,   judgments,  costs,  and  expenses,   including,
                  without limitation,  legal fees and expenses,  incident to any
                  of the foregoing or incurred in investigating or attempting to
                  avoid  the same or to oppose  the  imposition  thereof,  or in
                  enforcing this indemnity.
<PAGE>

            (iv)  No claims for any  indemnity  under this Section shall be made
                  by  Purchaser  for the  first  $100,000  of  claims  for which
                  indemnification   would   otherwise  be  required  under  this
                  Agreement.  In no event shall a claim for  indemnification  be
                  asserted by Purchaser  unless such claim (or series of related
                  claims)  equals  or  exceeds   $10,000   individually.   Total
                  indemnification  payments by Sellers  shall in no event exceed
                  $62,500,000.  Sellers  shall be entitled  to a credit  against
                  Sellers' indemnification  obligations in respect of any matter
                  to the extent  that  Sellers  make  payment in respect of such
                  matter under  Section 3(f) by reason of a resulting  reduction
                  in Net Worth.

      (b)   Indemnification  obligations of Sellers to Purchaser  pursuant shall
            be satisfied in the following order:

            (i)   First, by offset against outstanding interest under the Notes;

            (ii)  second,  by deeming  the  principal  amount of the Notes to be
                  reduced in an amount  equal to the  required  indemnification;
                  all such offsets and  reductions  in  principal  amounts to be
                  applied among the Notes issued to the various Sellers pro rata
                  with  their  principal  amounts,  and such  reduced  principal
                  amounts  to be payable  under the Notes in equal  installments
                  over the then remaining installments under the Notes, together
                  with interest as provided in the Notes;

            (iii) Third, by canceling the Restricted Equity Securities issued to
                  Sellers   in  an   amount   equal   to   additional   required
                  indemnification,   such  Restricted  Equity  Securities  being
                  valued for this purpose at the  valuation  provided in Section
                  2(d)(iii) above;

            (iv)  And finally, by payment by the Sellers personally, jointly and
                  severally,  to Purchaser.  Such amounts shall accrue  interest
                  from the  later of (x) the date any such loss is  incurred  or
                  payment  is made  underlying  the  claim,  or (y) the date the
                  demand for  indemnification is made, until paid at the regular
                  rate provided for interest in the Notes.

      (c)   Purchaser  hereby  undertakes  and agrees to indemnify  Sellers (and
            their  respective  successors,  heirs  and  assigns),  and hold them
            harmless  against  and in respect of (and shall on demand  reimburse
            Sellers for) the following:
<PAGE>

            (i)   any and all loss,  liability or damage suffered or incurred by
                  Sellers  by reason  of any  untrue  representation,  breach of
                  warranty  or  non-fulfillment  of any  covenant  by  Purchaser
                  contained herein or in any certificate, document or instrument
                  delivered to Purchaser pursuant hereto;

            (ii)  any and all loss,  liability or damage suffered or incurred by
                  Sellers  by  reason  of or in  connection  with any  claim for
                  finder's  fee or  brokerage  or other  commission  arising  by
                  reason of any services  alleged to have been rendered to or at
                  the  instance of Purchaser  with respect to this  Agreement or
                  any of the transactions contemplated hereby;

            (iii) any and all  actions,  suits,  proceedings,  claims,  demands,
                  assessments,   judgments,  costs,  and  expenses,   including,
                  without limitation,  legal fees and expenses,  incident to any
                  of the foregoing or incurred in investigating or attempting to
                  avoid  the same or to oppose  the  imposition  thereof,  or in
                  enforcing this indemnity.

            (iv)  No claims for any  indemnity  under this Section shall be made
                  by  Sellers  for  the  first   $50,000  of  claims  for  which
                  indemnification   would   otherwise  be  required  under  this
                  Agreement.  In no event shall a claim for  indemnification  be
                  asserted  by Sellers  unless  such claim (or series of related
                  claims) equals or exceeds $10,000 individually.

      (d)   Indemnity Procedure.

            (i)   In the event a party  seeks  indemnification  pursuant to this
                  Agreement (the  "Indemnified  Party"),  the Indemnified  Party
                  shall give  prompt  notice to the party or  parties  from whom
                  such  indemnification is sought (the "Indemnifying  Party") of
                  the assertion of any claim, or the  commencement of any action
                  or  proceeding,  in respect of which  indemnity  may be sought
                  hereunder.

            (ii)  The  Indemnifying  Party shall have the right to, and shall at
                  the request of the  Indemnified  Party,  assume the defense of
                  any such action or proceeding at its own expense.
<PAGE>

            (iii) In any such action or proceeding,  the Indemnified Party shall
                  have the right to  retain  its own  counsel;  but the fees and
                  expenses of such  counsel  shall be at its own expense  unless
                  (i) the  Indemnifying  Party and the  Indemnified  Party shall
                  have mutually  agreed to the retention of such counsel or (ii)
                  the named parties to any suit, action or proceeding (including
                  any impleaded parties) include both the Indemnifying Party and
                  the Indemnified Party and representation of all parties by the
                  same counsel would be inappropriate due to actual or potential
                  conflict of interests between them.

            (iv)  An Indemnifying Party shall not be liable under this Agreement
                  for any settlement  effected without its consent of any claim,
                  litigation or proceeding in respect of which  indemnity may be
                  sought  hereunder.  (v) The Indemnifying  Party may settle any
                  claim without the consent of the Indemnified  Party,  but only
                  if the sole relief  awarded is monetary  damages that are paid
                  in full  by the  Indemnifying  Party.  The  Indemnified  Party
                  shall,   subject  to  its  reasonable   business  needs,   use
                  reasonable efforts to minimize the indemnification sought from
                  the Indemnifying Party under this Agreement.

13.   Survival of Representations, Warranties, Covenants and Obligations.

      (a)   Each statement,  representation,  warranty,  indemnity, covenant and
            agreement  made by the Sellers in this Agreement or in any document,
            certificate or other instrument delivered by the Sellers pursuant to
            this  Agreement or in connection  herewith shall be deemed the joint
            and several statement, representation, warranty, indemnity, covenant
            and agreement of each Seller.

      (b)   Notwithstanding  any right of the Purchaser to fully investigate the
            affairs of the Company and  notwithstanding  any  knowledge of facts
            determined  or  determinable  by  the  Purchaser  pursuant  to  such
            investigation or right of investigation, the Purchaser has the right
            to rely fully upon the representations and warranties of the Sellers
            contained in this Agreement.
<PAGE>

      (c)   The representations,  warranties,  covenants and obligations of each
            party shall survive the execution and delivery of this Agreement and
            the Closing  hereunder and shall  thereafter  continue in full force
            for 18 full  calendar  months after the Closing Date.  However,  the
            representations  and  warranties  contained in Section 7(k) (Taxes)
            shall continue until 30 days after all liability relating thereto is
            barred by all applicable  statutes of  limitation.  If any claim for
            indemnification  hereunder  that has been  previously  asserted by a
            party to this  Agreement in accordance  with Section 12(a) is still
            pending at the expiration of the applicable  survival  period,  such
            claim shall continue to be subject to the indemnification provisions
            of this Agreement until resolved.

      (d)   The  indemnification  provision set forth in Section 12 above is the
            sole remedy of either  party for any  breaches by the other party of
            representations,   warranties   or   covenants   contained  in  this
            Agreement.

      (e)   Purchaser agrees that, in the event that there is a tax audit of the
            Company involving any periods prior to the Closing, the Company will
            be represented in the audit by Herb Leshkowitz (and his firm) at the
            direction of Sellers but at the expense of  Purchaser  for the first
            $150,000 of such fees,  and then at the  expense of Sellers  jointly
            and severally for the balance of such fees.  Herb Leshkowitz and his
            firm  will also at the  expense  and  direction  of  Purchaser  (but
            subject to Seller's  approval to the extent  that  Purchaser  is not
            prejudiced   thereby)   prepare  and  file  tax  returns   that  are
            attributable to pre-Closing periods but are due after Closing.

      (f)   Sellers  will  at the  request  of the  Company  after  the  Closing
            reasonably  cooperate with the Company in the filing of tax returns,
            the defense of tax audits, and the prosecution and settlement of any
            tax litigation or other tax proceedings.

14.   Notices. Any and all notices or other communications required or permitted
      to be given  under any of the  provisions  of this  Agreement  shall be in
      writing  and  shall be deemed to have  been  duly  given  when  personally
      delivered or when  forwarded for priority  delivery by Federal  Express or
      other recognized courier,  addressed, if to the Company, to it at its then
      headquarters  address,  and,  if to any  other  party,  to  Benjamin  at 6
      Keewaydin Road,  Lawrence,  New York 11159 with a copy to Alan Hock. Esq.,
      Moritt Hock  Hamroff & Horowitz  LLP,  400 Garden  City Plaza,  Suite 202,
      Garden City,  NY 11530 (or at such other  address as any party may specify
      by notice to all other parties given as aforesaid).
<PAGE>

15.   Miscellaneous.

      (a)   This writing  constitutes  the entire  agreement of the parties with
            respect  to the  subject  matter  hereof  and may  not be  modified,
            amended or  terminated  except by a written  agreement  specifically
            referring to this Agreement signed by all of the parties hereto.

      (b)   No waiver of any breach or  default  hereunder  shall be  considered
            valid  unless in writing and signed by the party giving such waiver,
            and no such waiver shall be deemed a waiver of any subsequent breach
            or default of the same or similar nature.

      (c)   This  Agreement  shall be binding  upon and inure to the  benefit of
            each corporate  party hereto,  its successors and assigns,  and each
            individual  party  hereto and his heirs,  personal  representatives,
            successors and assigns.

      (d)   The  paragraph  headings  contained  herein are for the  purposes of
            convenience  only  and are not  intended  to  define  or  limit  the
            contents of said paragraphs.

      (e)   Each party hereto shall  cooperate,  shall take such further  action
            and shall  execute  and deliver  such  further  documents  as may be
            reasonably  requested  by any other  party in order to carry out the
            provisions and purposes of this Agreement.

      (f)   This Agreement may be executed in one or more  counterparts,  all of
            which taken together shall be deemed one original.

      (g)   This Agreement and all  amendments  thereof shall be governed by and
            construed  in  accordance  with  the law of the  State  of New  York
            applicable to contracts made and to be performed therein.

      (h)   The parties  consent to the exclusive  jurisdiction of the State and
            Federal  courts  sitting in New York in any action arising out of or
            connected in any way with this Agreement,  and Sellers further agree
            that the service of process or of any other  papers upon them or any
            of them in the manner provided for notices hereunder shall be deemed
            good, proper and effective service upon them.
<PAGE>

      (i)   This Agreement may be signed by facsimile and in counterparts.

      (j)   Purchaser and Sellers shall each be  responsible  for their own fees
            and expenses (including  attorneys fees) relation to the transaction
            set forth in this Agreement.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.

SELLERS


---------------------           -----------------           --------------------
EMERICH GOLDSTEIN               ADINA GOLDSTEIN             BENJAMIN GOLDSTEIN


--------------------            --------------------
DAVID GOLDSTEIN                 STEPHANIE GOLDSTEIN

ALLIANCE DISTRIBUTORS HOLDING INC.


By:
       ---------------------------
Name:  Jay Gelman
Title: Chief Executive Officer

<PAGE>

                                  SCHEDULE 3(e)

     Additional Matters relating to the Calculation of EBITDA and Net Worth

In calculating Net Worth or EBITDA, as noted:

1. Bonuses distributed to the Shareholders (Sellers) in respect of taxes will be
added back to EBITDA.

2. Legal and accounting fees incurred in respect of the transaction contemplated
by the Agreement will be added back to EBITDA.

3. Accrual of interest and  penalties in respect of all periods prior to Closing
for  corporate  income tax will be added  back to EBITDA to the  extent  accrued
during 2005. in respect of corporate income in all periods prior to Closing.

4. There will be added to Net Worth the amount  (not in excess of  $125,000)  by
which the market value of the trucks owned by the Company  exceed the book value
of these trucks.

5. All rebates  received by the Company prior to and including the ninetieth day
following the Closing Date that are  demonstrated to be in respect of sales made
in 2005 but not accrued in 2005 will be added back to Net Worth.

6. Since all  amounts due  from/to  related  parties and all amounts due from/to
shareholders  will be released by the  general  releases  referred to in Section
6(a), such released amounts will not be reflected in calculating Net Worth.

<PAGE>

                                                                  Exhibit (2)(c)

Principal Sum: [aggregate of $______ for all Holders]

Holder:

Holder's Address:

Dated: [___________]

Maturity Date: [third anniversary of date of issuance]

                                NOTE (the "Note")

                       ALLIANCE DISTRIBUTORS HOLDING INC.

FOR VALUE RECEIVED,  ALLIANCE  DISTRIBUTORS HOLDING INC., a Delaware corporation
(hereinafter called the "Company" or the "Borrower"), with a principal office at
_________________________________________,  hereby  promises to pay to the order
of Holder the principal sum set forth above (the "Principal  Amount"),  together
with interest.

Interest shall accrue on the Principal Amount at the prime rate (as published by
the Wall Street Journal from time to time) plus one percent,  except that during
any  Subordination  Period (as defined below) this Note shall accrue interest at
the rate  equal to the  lesser of 15 percent  per  annum,  or prime plus  4.25%,
provided that in no event shall interest during such Period accrue at a rate (i)
that is less than prime plus 1% or (ii) that  exceeds the maximum  permitted  by
law.  Interest shall accrue and be calculated on the unpaid principal balance of
this Note  outstanding  from time to time on the  basis of a three  hundred  and
sixty day year and the actual number of days elapsed.

The Principal  Amount shall be payable in 36 equal monthly payments of $_____ on
the first day of each of the 36 months  beginning  on the first day of the first
month  that is at least 15 days after the  Closing.  The  Company  shall pay all
accrued interest together with each installment of principal.

This Note is non-negotiable until the 18th month anniversary of the date hereof.

Principal  and interest  otherwise  payable  hereunder are subject to offset and
reduction  to the  extent  and in the  manner  provided  in the  Stock  Purchase
Agreement among the Company,  Holder and certain other parties dated ___________
(the "Purchase  Agreement").  Prospective  purchasers and assignees of this Note
should  determine in advance  whether such offsets and reductions have been made
or may be made  prospectively.  Except as  aforesaid,  this  Note  shall be paid
without  claim of set-off,  defense,  counterclaim  or  deduction of any type or
nature or for any cause whatsoever.

1.    Holder  acknowledges  that  this  Note has not been registered  under the
Securities Act of 1933 (the "Act"), and covenants and agrees that such Holder is
taking and holding this Note for investment  purposes and not with a view to, or
for sale in connection with, a distribution thereof.

<PAGE>

2.    Subordination. The Company's indebtedness to Holders under this Note shall
be subordinate to indebtedness  from time to time  outstanding to Senior Lenders
("Senior  Lenders"  means  Rosenthal & Rosenthal or any  successor or substitute
bank or institutional  lender) to the fullest extent from time to time requested
by the Senior Lenders, provided that

      (a) During the first 18 months of the term of this Note,  the Company will
be permitted to make scheduled  monthly  principal and interest payments on this
Note, provided that the Senior Lenders, by notice to the Company and Holder, may
prohibit such payments if either (i) the Company has failed to make a payment to
the Senior Lenders when the Senior Lenders demanded payment (unless such failure
was subsequently cured) or (ii) the Company has to borrow above its availability
in order to make the payment.

      (b) During  the  balance of the term of this  Note,  the  Company  will be
permitted to make  scheduled  monthly  principal  and interest  payments on this
Note, provided that the Senior Lenders, by notice to the Company and Holder, may
prohibit  such  payments  if (i) the Company has failed to make a payment to the
Senior Lenders when the Senior Lenders demanded payment (unless such failure was
subsequently cured), or (ii) after giving effect to the payments on the note the
Company will not be in compliance with financial covenants, or (iii) the Company
has to borrow above his availability in order to make the payment.

      (c) The Company and the Senior  Lenders  will agree that the Company  will
leave undrawn a minimum of $500,000 of availability at all times until this Note
is paid in full, it being  understood,  however,  that such amounts may be drawn
only to pay scheduled payments of principal and interest under this Note. If any
amount  aforesaid is drawn to pay  principal and interest  under this Note,  the
Company  will  replenish  such  drawn  amount  within 21 days  thereafter.  This
requirement is referred to herein as the Minimum Availability Requirement.

      (d)  "Availability" is determined  exclusively by reference to the formula
provisions of the Company's  agreement with the Senior Lenders (e.g.  percentage
of Eligible  Receivables  and Eligible  Inventory  against which the Company may
borrow) without reference to any other covenants or provisions.

      (e) Holder will be  permitted  to retain all funds paid to it as permitted
by this  proviso and will not be deemed to hold such funds in trust or otherwise
for the benefit of the Senior Lenders.

The term  "Subordination  Period" means any period during which by reason of the
subordination  provided in this  Section the Company does not make to Holder any
payment of principal or interest that would otherwise be required hereunder.

3.    Acceleration:

      (a) A  default  with  respect  to  this  Note  shall  exist  if any of the
following shall occur:

            (i) The  Company  shall  fail to make any  payment  of  interest  or
      principal on this Note when due, or the Company shall otherwise breach any
      other  provision  of this Note,  and such  failure to make  payment  shall
      continue for five business days or such other breach shall continue for 20
      business  days,  in  either  case  after  written  notice by Holder to the
      Company,  provided  that no such notice or cure period  applies  after two
      payment defaults (whether or not cured) within any twelve month period.
<PAGE>

            (ii) A  receiver,  liquidator  or  trustee  of the  Company  or of a
      substantial  part of its properties  shall be appointed by court order and
      such order shall remain in effect for more than 45 calendar  days;  or the
      Company shall be adjudicated bankrupt or insolvent;  or a substantial part
      of the  property of the Company  shall be  sequestered  by court order and
      such order  shall  remain in effect for more than 45 calendar  days;  or a
      petition to reorganize the Company under any bankruptcy, reorganization or
      insolvency  law  shall be filed  against  the  Company  and  shall  not be
      dismissed within 45 calendar days after such filing.

            (iii) The Company  shall file a petition in voluntary  bankruptcy or
      request   reorganization   under   any   provision   of  any   bankruptcy,
      reorganization  or  insolvency  law, or shall consent to the filing of any
      petition against it under any such law.

            (iv) The  Company  shall make an  assignment  for the benefit of its
      creditors  or consent to the  making of any such  assignment,  or admit in
      writing its  inability  to pay its debts  generally as they become due, or
      consent to the  appointment  of a receiver,  trustee or  liquidator of the
      Company, or of all or any substantial part of its properties.

            (v) The Company  defaults  under the  promissory  note  delivered in
      connection with the net worth adjustment under the Purchase Agreement.

      (b) If a default shall occur, or if the Company sells all or substantially
all of its assets (or the assets of Foto Electric  Supply Co., Inc.  ("FESCO")),
or a majority of the  outstanding  stock of the Company (or of FESCO) is sold to
an unaffiliated entity or is converted to equity of an unaffiliated entity, then
the Holder may, in addition to Holder's other remedies, by written notice to the
Company (an  "Acceleration  Notice")  declare the principal amount of this Note,
together with all interest accrued thereon,  to be due and payable  immediately.
Upon any such declaration,  such amount shall become immediately due and payable
subject to the subordination provisions in Section 2 above.

4.    Borrower may prepay this Note in whole or in part at any time without
premium or penalty.  Permitted  partial  prepayments  shall be applied  first to
accrued and unpaid  interest and  principal  payments past due, and then against
installments of principal due hereunder in reverse order of maturity.  Permitted
partial  prepayments  shall be in  amounts  no less than  $25,000,  and shall be
transmitted with notice that it is a prepayment.

5.    [omitted]

6.    Assignment.  This Note is  assignable by Holder on or after the 18th month
anniversary  of the date  hereof  provided  that  Holder  gives  notice  of such
assignment  to the Company  which  notice  includes  the name and address of the
assignee.

7.    Miscellaneous.

      (a) All notices and other communications required or permitted to be given
hereunder  shall be in  writing  and shall be given (and shall be deemed to have
been duly given upon receipt or refusal) by delivery to the address stated above
(or any other address to which the parties have been notified in accordance with
this section) in person, by telegram,  by facsimile,  recognized  overnight mail
carrier, telex or other standard form of telecommunications, or by registered or
certified mail, postage prepaid, return receipt requested.

      (b)  This  Note  and all  amendments  thereof  shall  be  governed  by and
construed  in  accordance  with the law of the State of New York  applicable  to
contracts made and to be performed therein.
<PAGE>

      (c)  Holder  and  the  Company   hereby  each  consent  to  the  exclusive
jurisdiction  of the State and Federal  courts sitting in New York in any action
arising out of or connected in any way with this Note.

      (d) This Note may be signed by facsimile and in counterparts.

      (e) The Holder of this Note  shall be  entitled  to  recover  his costs of
collecting on this Note (including  without  limitation  reasonable legal fees),
and such costs shall be deemed added to the principal amount of this Note.

      (f) The Company waives protest, notice of protest, presentment,  dishonor,
notice of dishonor and demand.

      (g)  This  Note  shall  be  paid  without   claim  of  set-off,   defense,
counterclaim  or  deduction  of any type or nature or for any cause  whatsoever,
except that the Company may offset against payments as expressly  provided,  and
only to the extent provided, in the Purchase Agreement.

      (h) This Note is binding on the Company and its successors.

      (i) This Note is payable to the Holder and his heirs,  representatives and
estate.

      (j) This  Note may not be  changed  or  terminated  orally,  but only in a
writing  signed by both the  Company  and the  Holder,  and no  waiver  shall be
applicable except in the specific instance in which given.

      (k) The Section  headings in this Note are for  convenience  only; and the
term "his" shall also mean "hers" as the context requires.

IN WITNESS WHEREOF,  the Company has caused this Note to be duly executed on the
date set forth above.

ALLIANCE DISTRIBUTORS HOLDING INC.

By:
      ---------------------------
Name:  Jay Gelman

Title: Chief Executive Officer

<PAGE>

                      AMENDMENT TO PROMISSORY NOTE EXHIBIT
              To the Stock Purchase Agreement dated January 2, 2006

The undersigned acknowledges and agrees that the Exhibit is deemed to provide
that Holder is not required to agree to any subordination provision or concept
that is both (i) inconsistent with the attached marked form of subordination
agreement and (ii) not expressly provided for in the Note.

Dated :
       -------------------------

ALLIANCE DISTRIBUTORS HOLDING INC.

By:
      ---------------------------
Name:  Jay Gelman

Title: Chief Executive Officer

<PAGE>

                                                                 EXHIBIT 6(c)(i)

                              EMPLOYMENT AGREEMENT

This  Agreement   between  ALLIANCE   DISTRIBUTORS   HOLDING  INC.,  a  Delaware
corporation  (the  "Company"),  and BENJAMIN  GOLDSTEIN  ("Executive") is hereby
entered into on December __, 2005 ("Effective Date").

In  consideration of the mutual  promises,  terms,  covenants and conditions set
forth herein and the performance of each, it is hereby agreed as follows:

1.    Employment and Duties. During the period beginning with the Effective Date
and ending on the 30th month anniversary of the Effective Date (the "Term"), the
Company  shall employ  Executive on the terms and  conditions  herein set forth.
Executive's title shall be President. Executive shall perform such duties as are
commensurate  with his title.  Executive  accepts this employment upon the terms
and  conditions  herein  contained  and agrees to devote his full  business time
attention  and efforts \ to promote and further the business and services of the
Company. Subject to a separate Confidentiality and Non-Compete Agreement between
the Company and  Executive,  Executive may during his personal time continue his
personal business involvements, provided that such involvements are not material
in respect of time committed.

2.    Compensation and Other Benefits. For all services rendered by Executive to
the Company, the Company shall compensate the Executive as follows:

      (a)   Base Salary and Bonus.  Executive's  base salary and bonus from time
            to time  during the Term shall be equal to the same base  salary and
            bonus then paid by the  Company to Jay Gelman  ("Gelman"),  provided
            that the  base  salary  will be at an  annual  rate  not  less  than
            $450,000. The payment of base salary and bonuses shall be subject to
            all applicable  federal,  state and local withholding taxes,  social
            security deductions and similar obligations. Such compensation shall
            be paid in accordance with the Company's  normal payroll  practices,
            but no less than twice per month.

      (b)   Vacation. Executive shall be entitled to five weeks of paid vacation
            during each  12-month  period of his  employment  hereunder at times
            mutually  acceptable to Executive and the Company.  Unused vacations
            will be carried forward and accumulate and paid upon termination.

      (c)   Other  Compensation  and  Benefits.  Executive  shall be entitled to
            participate in the Company's  group health  insurance plan and shall
            be  provided  with all  executive  level  benefits  and  such  other
            benefits and  perquisites  as the Company may from time to time make
            available.  Notwithstanding the foregoing,  Executive may choose his
            health insurance plan and the Company will pay the entire premium.

      (d)   Reimbursement.  The Company shall  reimburse  Executive for properly
            documented expenses which are incurred by Executive on behalf of the
            Company.

      (e)   Car.  The  Company  will  lease a car of  Executive's  choosing  for
            Executive's  use,   including   providing  the  insurance   coverage
            therefor.  The Company will also reimburse him for garage,  fuel and
            maintenance costs for this car.

      (f)   Grant  of  Options.  The  Company  will  during  the  Term  grant to
            Executive  the same  number  of  options  that it from  time to time
            grants to Gelman, if any, during the Term.
<PAGE>

      (g)   The Company  shall provide  Executive  with office,  facilities  and
            staffing commensurate with his position, such facility to be located
            in Brooklyn, Queens or Manhattan.

      (h)   Except for attendance at trade shows,  Executive will be required to
            travel outside of the  Metropolitan  New York City area no more than
            one day per month.

3.    Termination; Rights of Termination.

      (a)   This Agreement and  Executive's  employment may terminate in any one
            of the following ways:

            (i)   The death of Executive;

            (ii)  A notice of  resignation  by the  Executive  presented  to the
                  Company;

            (iii) The  Board  of   Directors   of  the  Company  may   terminate
                  Executive's  employment  after  ten  days'  written  notice to
                  Executive for Cause, which shall be defined to mean:

                  (A)   The failure by  Executive to  substantially  perform his
                        duties  hereunder,  other  than  (except as set forth in
                        Section (B)) any such failure resulting from Executive's
                        incapacity due to physical or mental illness,  if, after
                        being  notified  in writing by the  Company  that he has
                        failed to perform his duties  hereunder  (which provides
                        specifics  as to the failure) and has been given 30 days
                        to cure any such failure, such failure is not cured;

                  (B)   If, because of illness or physical or mental  disability
                        or other incapacity ("Disability") which continues for a
                        period  in  excess  of four  consecutive  months  in any
                        consecutive  16-month  period,  Executive  is  unable to
                        perform his duties under this Agreement; or

                  (C)   The  conviction  of Executive  for any felony from which
                        all appeals have been exhausted.

            (iv)  It  is  understood,   however,  that  no  failure  to  achieve
                  financial  or other  business  results  shall  be a basis  for
                  termination of Executive for Cause.

            (v)   Executive  may terminate  his  employment  for Good Reason (as
                  hereinafter defined) at any time.

      (b)   For purposes of this Agreement, Good Reason shall mean:

            (i)   The   assignment   to  Executive  of  any  duties   materially
                  inconsistent with Executive's  positions,  duties,  authority,
                  responsibilities  or  reporting  requirements  as set forth in
                  Section 1; or

            (ii)  At any time during the term of this Agreement,  a reduction or
                  material delay in payment of Executive's compensation,  as set
                  forth  herein,  and (to the extent in the  Company's  control)
                  equity-based  compensation and benefits from those required to
                  be  provided  in  accordance   with  the  provisions  of  this
                  Agreement,  or the breach of any other  material  provision of
                  this Agreement; or

            (iii) Default  by the  Company  in the  making  of  any  payment  to
                  Executive  that the Company is required to make to him under a
                  promissory  note  dated  as of  this  date  or  under  a Stock
                  Purchase Agreement dated _______, which default shall not have
                  been cured within 10 days after notice thereof by Executive to
                  the Company.
<PAGE>

      (c)   In the  event of a  termination  of  Executive's  employment  by the
            Company  other  than for Cause,  or by  Executive  for Good  Reason,
            Executive  shall in  addition  to his other  rights and  remedies be
            entitled to receive in a lump sum an amount (net of withholding  and
            social  security  taxes)  equal to a pro rated bonus for the year of
            termination and three times the base salary that would be payable to
            him by the Company from the date of termination  through the balance
            of the Term had his  employment  hereunder  continued  through  such
            date.

      (d)   Executive  shall  not be  obligated  to  seek  other  employment  in
            mitigation  of the  amounts  payable  under  any  provision  of this
            Agreement.  The obtaining of any such other  employment  shall in no
            event effect any reduction of the Company's  obligations to make the
            payments and arrangements required to be made under this Agreement.

4.    Confidentiality   and-Non-Compete   Agreement:  The  parties  confirm  and
incorporate herein the Confidentiality and Non-Compete Agreement entered between
them of even date herewith.

5.    Indemnification.

      (a)   The  Company  shall  indemnify   Executive  to  the  fullest  extent
            permitted by law.

      (b)   The Company  shall obtain and maintain,  during the Term,  Directors
            and Officers Insurance in an amount no less than $3 million.

6.    Miscellaneous.

      (a)   Complete   Agreement.   This   agreement  sets  forth  in  full  all
            understandings  of the parties  with  respect to the subject  matter
            hereof, and it may be amended or terminated only in writing.

      (b)   Costs.  In the event that the  Executive  shall prevail in any legal
            proceedings  between  the  Company  and  the  Executive  as  to  the
            interpretation of this Agreement, including the defense by Executive
            against legal  proceedings  instituted  by the Company,  the Company
            shall  reimburse  Executive for his out of pocket costs and expenses
            with  respect  thereto,  including  reasonable  attorney's  fees and
            expenses.

      (c)   Notice.  Any and all  notices or other  communications  required  or
            permitted to be given under any of the  provisions of this Agreement
            shall be in writing and shall be deemed to have been duly given when
            personally  delivered or when  forwarded  for  priority  delivery by
            Federal Express or other recognized  courier,  addressed,  if to the
            Company, to it at its then principal offices, attn: Jay Gelman, and,
            if to the  Executive,  to  Benjamin  Goldstein  at 6 Keywadin  Road,
            Lawrence, New York 11559 with a copy to Alan Hock. Esq., Moritt Hock
            Hamroff & Horowitz  LLP,  400 Garden City Plaza,  Suite 202,  Garden
            City, NY 11530 (or at such other address as any party may specify by
            notice to all other parties given as aforesaid).

      (d)   Governing  Law;  Resolution  of Disputes;  Service of Process.  This
            Agreement  shall in all respects be construed  according to the laws
            of the State of New York. Service of process shall be effective when
            given in the manner provided for notices hereunder. Any legal action
            resulting  from,  arising  under,  out  of  or in  connection  with,
            directly  or   indirectly,   this   Agreement   shall  be  commenced
            exclusively  in the  Supreme  Court,  State of New  York,  County of
            Nassau or the U.S.  District  Court for the Eastern  District of New
            York. All parties to this Agreement hereby submit  themselves to the
            jurisdiction of any such court, and agree that service of process on
            them in any such action,  suit or proceeding  may be effected by the
            means by which notices are to be given under this Agreement.  In the
            event  of  litigation  by a  party  hereto  to  enforce  its  rights
            hereunder,  the  prevailing  party  shall be entitled to recover its
            reasonable attorney's fees, costs and disbursements.
<PAGE>

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
aforesaid.

ALLIANCE DISTRIBUTORS HOLDING INC.

BY:
     ---------------------------------------------------
     Jay Gelman, Chairman and Chief Executive Officer

EXECUTIVE:

-------------------
Benjamin Goldstein

<PAGE>

                                                                EXHIBIT 6(c)(iv)

                              EMPLOYMENT AGREEMENT

This Employment Agreement between ALLIANCE DISTRIBUTORS HOLDING INC., a Delaware
corporation  (the  "Company"),  and  EMERICH  GOLDSTEIN  ("Employee")  is hereby
entered into on December __, 2005 ("Effective Date").

In  consideration of the mutual  promises,  terms,  covenants and conditions set
forth herein and the performance of each, it is hereby agreed as follows:

7.    Duties: The Company hereby engages Employee to assist the Company on tasks
reasonably  assigned to him from time to time in writing by the Chief  Executive
Officer of the Company.  Employee  hereby accepts this engagement upon the terms
and conditions  herein  contained and agrees to devote a portion of his business
time, attention, and efforts to perform such duties, subject, in Employee's sole
discretion, to his other personal and business commitments. Such duties shall be
performable in person or by telephone,  wherever Employee may be. Employee shall
not be required to provide any minimum number of hours to the Company.

8.    Compensation and Other Benefits.  For all services rendered by Employee to
the Company,  the Company shall  compensate the Employee a salary at the rate of
$150,000  per year.  The  payment of salary  shall be subject to all  applicable
federal,  state and local  withholding  taxes,  social  security  deductions and
similar  obligations.  Such  compensation  shall be paid in accordance  with the
Company's  normal  payroll  practices,   but  no  less  than  twice  per  month.
Additionally,  the Company  shall  provide  Executive  with (i) an automobile of
Employee's  choosing  (substantially  similar  to  the  automobile  utilized  by
Employee  immediately  prior  to the  date  hereof),  plus  insurance,  fuel and
maintenance   in  connection   therewith,   (ii)  direct   payment,   or  prompt
reimbursement  for, the cost of the  premiums for family  coverage by the health
insurance  carrier and plan of Employee's  choosing,  (iii) continued use of his
office and (iv) continued use of his present designated parking space.

9.    Termination; Rights of Termination.

      (a)   The term of this  Agreement  is two years,  provided  that  Employee
            shall be  entitled  to continue to use his office for as long as the
            Company or any of its  affiliates  leases the  premises it currently
            occupies.

      (b)   This Agreement and Employee's  consultancy  may terminate in any one
            of the following ways:

            (i)   The death of Employee;

            (ii)  A notice  of  resignation  by the  Employee  presented  to the
                  Company;

            (iii) The Board of Directors of the Company may terminate Employee's
                  consultancy  after ten days'  written  notice to Employee  for
                  Cause, which shall be defined to mean:

                  (A)   The  failure by Employee  to  substantially  perform his
                        duties  hereunder,  other  than  (except as set forth in
                        Section (B)) any such failure  resulting from Employee's
                        incapacity  due to  physical  or mental  illness,  after
                        being  notified  in writing by the  Company  that he has
                        failed to perform  his duties  hereunder  (which  notice
                        provides  specifics  as to such  failure)  and has  been
                        given 30 days to cure any such failure and has not cured
                        such failure within such time;
<PAGE>

                  (B)   If, because of illness or physical or mental  disability
                        or other incapacity ("Disability") which continues for a
                        period  in  excess  of four  consecutive  months  in any
                        consecutive  16-month  period,  Employee  is  unable  to
                        substantially  perform his duties under this  Agreement;
                        or

                  (C)   The conviction of Employee for any felony from which all
                        appeals have been exhausted.

            (iv)  It  is  understood,   however,  that  no  failure  to  achieve
                  financial  or other  business  results  shall  be a basis  for
                  termination of Employee for Cause.

10.   Confidentiality   and-Non-Compete   Agreement:  The  parties  confirm  and
incorporate herein the Confidentiality and Non-Compete Agreement entered between
them of even date herewith.

11.   Miscellaneous.

      (a)   Complete   Agreement.   This   agreement  sets  forth  in  full  all
            understandings  of the parties  with  respect to the subject  matter
            hereof, and it may be amended or terminated only in writing.

      (b)   Costs.  In the event that the  Employee  shall  prevail in any legal
            proceedings   between  the  Company  and  the  Employee  as  to  the
            interpretation of this Agreement,  including the defense by Employee
            against legal  proceedings  instituted  by the Company,  the Company
            shall  reimburse  Employee  for his out of pocket costs and expenses
            with  respect  thereto,  including  reasonable  attorney's  fees and
            expenses.

      (c)   Notice. Whenever any notice is required hereunder, it shall be given
            in writing  addressed to the Company at its then principal  offices,
            attn: Jay Gelman, and to Employee at ____________ _____________.

      (d)   Governing  Law;  Resolution  of Disputes;  Service of Process.  This
            Agreement  shall in all respects be construed  according to the laws
            of the State of New York. Service of process shall be effective when
            given in the manner provided for notices hereunder.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
aforesaid.

ALLIANCE DISTRIBUTORS HOLDING INC.

BY:   ------------------------------------------------
      Jay Gelman, Chairman and Chief Executive Officer

EMPLOYEE:

------------------
Emerich Goldstein

<PAGE>

                                                                    EXHIBIT 6(C)

                    CONFIDENTIALITY AND NON-COMPETE AGREEMENT

      The undersigned (the  "Executive") is a shareholder or an employee of FOTO
      ELECTRIC  SUPPLY  CO.,  INC.,  ("Fesco"),  and  wishes to induce  ALLIANCE
      DISTRIBUTORS  HOLDING  INC.  (the  "Corporation")  to purchase  all of the
      capital stock of Fesco  concurrently  herewith.  Fesco and the Corporation
      are each hereafter sometimes referred to as the "Company."

      In  consideration  of the foregoing and the Executive's  being employed or
      retained  to perform or to continue  to perform  services  for the Company
      (the period of such  employment or retention  being  referred to herein as
      the "Employment Period"), Executive hereby agrees as follows:

1.    Obligation of Confidentiality.

      1.1  "Confidential  Information"  means  any  information  and  data  of a
confidential nature disclosed by the Company whether in oral, written,  graphic,
or machine-readable  form, but does not include any information which (a) at the
time of disclosure was part of the public domain;  (b) after disclosure  becomes
part of the public domain by publication or otherwise,  except by breach of this
agreement by Executive; (ca) is independently created or discovered by Executive
at any time more than  three  months  after the  termination  of the  Employment
Period;  or (d) at any time after the  termination of the  Employment  Period is
disclosed  to  Executive by a third party not known to Executive to be under any
confidentiality obligation to the Company.

      1.2 The  Executive  hereby  agrees  to  hold  the  Company's  Confidential
Information  in  strict   confidence  and  not  to  disclose  such  Confidential
Information to any third parties nor make use of such  Confidential  Information
for its own benefit or for the benefit of another,  or for any use other than in
the course of providing services for the Company in the course of employment.

      1.3 Upon the written  request of Company or termination of the Executive's
relationship with the Company,  for any reason  whatsoever,  the Executive shall
return to Company and/or destroy all  Confidential  Information,  and all copies
thereof,  properly belonging to Company,  unless otherwise instructed in writing
by Company.  In  addition,  upon  request by the Company,  the  Executive  shall
promptly deliver a written  certification  affirming that Executive has complied
with this Section.

      1.4 The obligations of  confidentiality  set forth in this Section 1 shall
bind the Executive  during his employment or retention by the Company and at all
times thereafter.

2.    Obligation Not To Compete

      2.1 The term "Restricted Period" means the period beginning on the date of
this Agreement and ending on the later of (i) the fifth  anniversary of the date
of this  Agreement,  or (ii) [For Benjamin and Sam; three (3) years] [For David;
two (2) years]  after the  termination  of his  employment  or  retention by the
Company or  Executive  for any  reason or for no reason  and  whether or not for
cause.

      2.2  During  the  Restricted  Period,  except on  behalf  of the  Company,
Executive  will not anywhere  directly or  indirectly  (whether  through  family
members or other affiliated parties or otherwise)

            2.2.1 be employed or retained by, provide financing for, or solicit,
contract or offer to provide or sell or purchase (i) product or service  similar
to or in  competition  with any product or service  purchased or provided by the
Company at the time of termination of his employment or during the twelve months
immediately  preceding such termination,  or (ii) any product or service that is
provided or sold by any  division of any  supplier  that during such period sold
any products to the Company; or
<PAGE>

            2.2.2  otherwise  compete  with  the  Company,  either  directly  or
indirectly, in respect of any product or service aforesaid.

      2.3 In  addition  to the  restrictions  that apply  during the  Restricted
Period, but only during that the portion of the Restricted Period that is during
the period of his employment with the Company,  except on behalf of the Company,
Executive  will not anywhere  directly or  indirectly  (whether  through  family
members or other affiliated parties or otherwise)

            2.3.1  contact,  purchase  from, or distribute  products or services
for, any person or entity who was a supplier to the Company at any time,  or any
affiliate of any such person, or

            2.3.2 contact, sell any products or services to any person or entity
who was a customer of the  Company at any time,  or any  affiliates  of any such
person.

provided that Benjamin  Goldstein may provide  passive  short-term  financing to
unaffiliated  persons who  purchase or sell  products  not  described in Section
2.2.1 or 2.2.2 to persons or entities  referred  to in Sections  2.31 and 2.3.2,
provided  that  Benjamin  Goldstein  does  not  himself  or  though  any  of his
affiliates  contact  or deal with any such  person  or entity or  representative
thereof.

3.    No-Hire.  Executive  covenants  that at all times  during  the  Restricted
Period, Executive will not directly or indirectly:

      3.1  solicit  or  hire or  retain  any  person  who  was an  Executive  or
consultant of the Company at any time during the then preceding two years, or

      3.2 encourage or solicit any person to leave the employ of the Company;

provided  this Section 3 shall not  prohibit  any member of Emerich  Goldstein's
family from  soliciting or hiring or terminating any other member of such family
or Asher Stern.

4.    Intellectual Property.

      4.1 All inventions,  software, ideas, strategies,  methods, trade secrets,
and associated documentation,  whether or not patentable or copyrightable,  made
or conceived solely or jointly by Executive during the Executive's employment at
Fesco or during the Employment Period,  which relate in any manner to the actual
or anticipated business,  including research and development,  of the Company or
are  suggested by  Executive  or result from work  assigned to Executive or work
performed by Executive ("Intellectual  Property"),  shall be the property of the
Company. In addition, Executive agrees:

      a. To  promptly  and fully  disclose  in writing to the  Company  all such
Intellectual Property;

      b. To  cooperate  with the  Company  in all  proper  ways to  protect  the
Company's  rights  therein,  including  the  execution  of papers  deemed by the
Company to be desirable or necessary to enable the Company to apply for, secure,
and maintain patent or copyright  protection thereon in the United States and in
foreign countries;

      4.2 To the extent the Company's ownership of the Intellectual  Property is
ever at issue,  Executive,  on behalf of  Executive  and  Executive's  heirs and
successors in interest,  does hereby  irrevocably  assign,  free of any liens or
encumbrances,  all my  worldwide  rights,  title  and  interest  in and to  said
Intellectual Property to the Company, including, without limitation, any and all
copyrights and all patents of said  Intellectual  Property,  to have and to hold
unto its successors and assigns,  and this  Agreement  shall be proper  evidence
thereof.

5.    Remedies.  In the event of breach or threatened breach by Executive of any
provision of this  Agreement,  the Company shall be entitled to apply for relief
by temporary restraining order,  temporary injunction,  or permanent injunction,
without  requirement of posting a bond or any other  security,  and to all other
relief to which it may be entitled, including any and all monetary damages which
the Company may incur as a result of said breach, violation or threatened breach
or violation.
<PAGE>

6.    No Offsets.  The validity of this  Agreement and the covenants  thereunder
shall in no way be affected  by any valid or invalid  claims or causes of action
that  Executive  has or will have  against  the Company for any matter or thing,
including  without  limitation,  the  termination  by the Company of Executive's
employment  without  cause,  breach by the  Company  of any  agreement  with the
Company or the failure by the Company to pay any amount to the Executive.

7.    Miscellaneous.

      7.1 This Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York and  embodies  all of the  understandings  and
obligations  between the parties with respect to the subject matter hereof. This
agreement  supersedes  all prior  agreements  entered  into by the parties  with
respect to the subject matter hereof. In the event of any inconsistency  between
this Agreement and any other agreement with the Executive,  this Agreement shall
govern and be binding. This Agreement shall not be changed,  modified or amended
except in a writing signed by both parties.

      7.2 This  Agreement is not an  employment  agreement and gives no right to
Executive to be retained for any period or any duration, or any other rights.

      7.3  To  the  extent  any  provision  of  this  Agreement  is  held  to be
unenforceable or invalid, the remainder of the Agreement shall be remain in full
force and effect and the Agreement  shall be  interpreted  to give effect to the
such provision to the maximum extent permitted by law.

      7.4 No failure or delay (in whole or in part) on the part of either  party
hereto to exercise any right or remedy  hereunder  will impair any such right or
remedy,  operate as a waiver thereof,  or affect any right or remedy  hereunder.
All rights and remedies  hereunder are  cumulative  and are not exclusive of any
other rights or remedies provided hereunder or by law.

      7.5  Notice.  Any and all  notices  or other  communications  required  or
permitted to be given under any of the provisions of this Agreement  shall be in
writing and shall be deemed to have been duly given when personally delivered or
when  forwarded  for priority  delivery by Federal  Express or other  recognized
courier,  addressed,  if to the Company,  to it at its then  principal  offices,
attn: Jay Gelman, and, if to the Executive, to Benjamin Goldstein at 6 Keewaydin
Road,  Lawrence NY 11559 with a copy to Alan Hock.  Esq.,  Moritt Hock Hamroff &
Horowitz  LLP, 400 Garden City Plaza,  Suite 202,  Garden City,  NY 11530 (or at
such other address as any party may specify by notice to all other parties given
as aforesaid).

      7.6  Governing  Law;  Resolution  of  Disputes;  Service of Process.  This
Agreement shall in all respects be construed  according to the laws of the State
of New York.  Service of  process  shall be  effective  when given in the manner
provided for notices hereunder.  Any legal action resulting from, arising under,
out of or in connection  with,  directly or indirectly,  this Agreement shall be
commenced  exclusively in the Supreme Court, State of New York, County of Nassau
or the U.S.  District Court for the Eastern District of New York. All parties to
this Agreement  hereby submit  themselves to the jurisdiction of any such court,
and agree that service of process on them in any such action, suit or proceeding
may be  effected  by the  means by which  notices  are to be  given  under  this
Agreement.
<PAGE>

      7.7 Executive acknowledges receipt of this Agreement.

      7.8 This Agreement may be signed by facsimile and in counterparts.

Dated _________ 2006


ALLIANCE DISTRIBUTORS HOLDING INC.

By:    Jay Gelman                              Executive __________________
Name:  Jay Gelman                              Name:      ______________________
Title: Chief Executive Officer                 Date:_______________________
Date:   ____________________

<PAGE>

                             RIDER TO LEASE BETWEEN
                      1 REWE STREET REALTY LLC, AS LANDLORD
                AND ALLIANCE DISTRIBUTORS HOLDING INC., AS TENANT
                          DATED _________________, 200_
================================================================================

      37. (a) PREMISES.  The Premises shall be defined as the land and structure
located at 1 Rewe  Street,  Brooklyn,  New York 11211.  The entire  Premises are
leased  to Tenant  hereunder  and  Tenant is  entitled  to  immediate  occupancy
thereof, provided that until June 30, 2006 E-Tronics may continue to occupy that
part of the Premises it currently  occupies,  and provided  that  commencing  no
later than July 1, 2006,  time being of the  essence,  Tenant  shall be entitled
also to occupy the portion of the Premises currently occupied by E-Tronics.  The
Premises  may be used by  Tenant  for  the  purposes  of  office  and  warehouse
activities,  and for any other lawful  purposes as the  Landlord  consents to in
writing.

      (b)  Landlord  hereby  assigns to Tenant  the  benefits  of any  "Economic
Designated Zone" or similar status that applies to the Premises.

      (c) TERM. This Lease shall be for a term (the "Original Term") of five (5)
years beginning on the commencement  date as defined in sub-paragraph (d) unless
sooner  terminated  pursuant  to the other terms and  conditions  of this Lease,
provided  that by written  notice  given by Tenant to  Landlord at least 90 days
prior to the expiration of the Original  Term,  this Lease shall be extended for
an additional  five-year term (the "Additional Term"). The Original Term and the
Additional  Term, if any, are referred to herein as the "Term." The last date of
the Term, or the earlier termination hereof, shall hereinafter be referred to as
the Expiration Date.

      (d) COMMENCEMENT  DATE. The Lease  Commencement  Date shall be the date of
this Lease.

      (e) LEASE YEAR. The first Lease Year shall be the twelve (12) month period
of time from the first day of the first month that begins after the Commencement
Date.  Each Lease Year  thereafter  shall be  successive  periods of twelve (12)
months.

      38. FIXED RENT.  (a) Tenant's  obligation to pay fixed rent shall commence
on the  Commencement  Date.  Tenant agrees to pay to Landlord,  during the Term,
annual fixed rent (the "Fixed  Rent") in equal  monthly  installments  ("Monthly
Installments")  without  prior  demand  and  without  any set  off or  deduction
whatsoever. The Monthly Installments will be due and payable on the Commencement
Date and on the first day of each and every month  thereafter  for the Term. All
Monthly  Payments  and  payments of  Additional  Rent  (defined in  Paragraph 40
hereof)  shall be sent to the  Landlord at the address  herein set forth or such
other address as Landlord may  designate.  The Fixed Rent during the first three
Lease Years of the Term shall be as follows:  $1,080,000.00,  with each  Monthly
Installment being  $90,000.00,  except that during the occupancy by E-Tronics as
aforesaid,  the Fixed Rent and the Monthly  Installments,  as well as Additional
Rent  referred  to below,  shall  each be reduced  by 24.5%.  The first  month's
Monthly Installment, shall be paid by Tenant upon execution hereof.

      (b) The Fixed Rent shall be increased by two (2.5%) per annum of the first
day of the fourth  Lease  Year and on the first of each  Lease  Year  thereafter
(including  each Lease Year during the Additional  Term, if any), such increases
to be on a cumulative, compounded basis.

      (e) In the event that the obligation to pay Fixed Rent or Additional  Rent
shall commence on any day other than the first of the month,  the Fixed Rent and
Additional  Rent shall be pro-rated for the period upon which the  obligation to
pay rent accrues, to the last day of the calendar month.

      39. TAXES.  (a) The Tenant  agrees to pay, as  Additional  Rent during the
Term  hereof,  100%  ("Proportionate  Share") of any and all real  estate  taxes
and/or other taxes, or assessments levied or assessed on or against the Premises
(collectively,  the "Taxes").  Tax bills or other documents supplied by Landlord
to Tenant shall be conclusive  evidence of the amount of such Taxes and shall be
used for the calculation of the amounts to be paid by the Tenant.
<PAGE>

      (b) Taxes  shall be  pro-rated  for any partial  year during the Term,  as
applicable.

      (c) Landlord  hereby  appoints  Tenant as  Landlord's  attorney in fact to
file, at Tenant's expense,  certiorari and related petitions and actions to seek
to reduce real estate taxes otherwise payable by Tenant.

      40.  ADDITIONAL  RENT.  (a) All costs and expenses which Tenant assumes or
agrees to pay pursuant to this Lease (including  without limitation Taxes) shall
at Landlord's  election be treated as additional rent ("Additional  Rent"), and,
in the event of  nonpayment,  Landlord  shall have all the  rights and  remedies
herein provided for in the case of nonpayment of Fixed Rent.

      (b) If Tenant shall  default in making any payment  required to be made by
Tenant (other than the payment of Fixed Rent  required by this Lease),  or shall
default in performing any term,  covenant or condition of this Lease on the part
of the Tenant to be performed, and after ten (10) day written notice thereof has
been given  Tenant,  Landlord,  at its option,  may, (but shall not be obligated
to),  make such  payment  or, on behalf  of  Tenant,  expend  such sum as may be
necessary to perform and fulfill such term,  covenant and  condition,  including
reasonable  attorney's  fees.  In such  event,  any and all sums so  expended by
Landlord,  with  interest  thereon at the highest rate  permitted by law, but no
more than  eighteen  (18%)  percent per annum from the date of such  expenditure
shall be deemed to be Additional Rent, and shall be repaid by Tenant to Landlord
on demand,  but no such  payment or  expenditure  by Landlord  shall be deemed a
waiver of Tenant's  default nor shall it affect any other  remedy of Landlord by
reason of such default.

      (c) Payment of Additional  Rent shall be made by Tenant to Landlord within
ten (10) days  after  Landlord  shall  have  presented  Tenant  with an  invoice
therefor.

      41. SECURITY DEPOSIT.  (a) Simultaneously with the execution of the within
Lease, Tenant shall pay to Landlord,  the sum of $180,000.00 as security for the
full and  faithful  performance  by the Tenant of all the terms,  covenants  and
conditions of this Lease upon its part to be performed (the "Security Deposit"),
which sum shall be deposited by Landlord in an interest  bearing  account (which
interest  will be added to the Security  Deposit),  and shall be returned to the
Tenant after the time fixed as the  expiration of the Term herein,  provided the
Tenant has fully and  faithfully  carried out all of said terms,  covenants  and
conditions  on its  part to be  performed.  In the  event of a bona  fide  sale,
subject  to this  Lease,  the  Landlord  shall  have the right to  transfer  the
security to the purchaser for the benefit of the Tenant,  which  purchaser shall
continue to hold the Security  Deposit in a separate  account as aforesaid,  and
the Landlord  shall be considered  released by the Tenant from all liability for
the return of such security to the extent transferred to the purchaser,  and the
Tenant  agrees to look to the new  Landlord  solely  for the  return of the said
security, and it is agreed that this shall apply to every transfer or assignment
made on the security to a new landlord.

      (b) The Security Deposit shall not be mortgaged, assigned or encumbered by
the Tenant without the express written consent of the Landlord.

      42. NO LANDLORD'S WORK. Landlord shall not be required to perform any work
in connection with Tenant's  occupancy of the Premises under this Lease,  except
for structural repairs as expressly set forth in this Lease.

      43.  ALTERATIONS.   The  Tenant  may,  at  its  own  expense,   make  such
alterations,  improvements,  additions  and changes to the  Premises in order to
equip and  operate  its  business  for the  purposes  and uses set forth  herein
subject to the following:

            (a) Such alterations,  improvements,  additions and changes shall be
      to the interior of the Premises only; and any  alterations,  improvements,
      additions  and changes to the Premises  shall  require the prior,  written
      consent of the  Landlord,  which  shall not be  unreasonably  withheld  or
      delayed;
<PAGE>

            (b)  The  Tenant  shall  not  tear  down  or  demolish  any  of  the
      improvements  on the Premises,  or make any change or  alterations in such
      existing  improvements  which, when completed,  will diminish the value of
      the Premises  without the prior  written  consent of the  Landlord,  which
      shall not be unreasonably withheld or delayed;

            (c)  The  Tenant  shall  not  make  any  change  in or  improvement,
      additions or  alteration  to the Premises  which will violate the terms of
      any mortgage on the Premises,  or of any policy of insurance in force with
      respect to the Premises.

            (d) All  alterations,  improvements,  additions and changes shall be
      performed  in a good and  workmanlike  manner  and  shall  conform  to all
      building codes,  ordinances,  rules and regulations of any municipality or
      governmental authority having jurisdiction thereof;

            (e) Before commencing any work, or installations of any kind, Tenant
      shall obtain the  necessary  consents,  authorizations  and licenses  from
      Federal,  State, local and/or municipal  authorities  having  jurisdiction
      over the work or  installations  to be done, and no work or  installations
      shall  be  started   unless  and  until  all  such   necessary   consents,
      authorizations  and  licenses  shall have first been duly  obtained by the
      Tenant  (and/or  its  contractor  or  other  persons  doing  the  work  or
      performing installations on behalf of Tenant) and given to Landlord;

            (f) Tenant or any contractor,  sub-contractor,  materialmen or other
      employed  by the  Tenant  or any  other  persons  who  will do the work or
      installations   as   aforesaid   shall  be  fully   covered  by  workmen's
      compensation  insurance and the certificate  thereof shall be furnished to
      the Landlord  prior to the  commencement  of any work by such  contractor,
      sub-contractor,  materialmen or persons as aforesaid. Tenant covenants and
      agrees to indemnify and hold Landlord harmless from any and all claims for
      personal injury,  death or property damage  occasioned during the progress
      or as a result of any or all of the work done as aforesaid in or about the
      Premises.

      44.   REPAIRS.   (a)   Anything   contained   herein   to   the   contrary
notwithstanding,  it is agreed  that the  Tenant  shall be  responsible  for all
non-structural  repairs  (and  all  structural  repairs  to the  extent  same is
necessitated  as a result  of the  actions  or  failure  to act of  Tenant,  its
employees,  representatives,  agents,  successors,  assigns or invitees) and the
repair,  maintenance  and  replacement of the heating  system,  air-conditioning
units, elevator, electrical system, plumbing system and other mechanical systems
servicing the Premises.  Tenant covenants to keep the Premises including but not
limited to the heating  system,  air  conditioning  units  elevator,  electrical
system,  plumbing  system and other  mechanical  systems in good repair.  Tenant
shall also  generally  maintain  the  Premises  including  all masonry  work and
landscaping  and the  interior  and exterior of the Premises (so that it is free
from  refuse,  debris and kept in a clean and  orderly  fashion).  Tenant  shall
notify Landlord prior to performing any structural  repairs as required  herein,
including,  without limit, the replacement of any air conditioning  units, which
structural  repairs  shall be subject to the prior  consent of  Landlord,  which
consent shall not be unreasonably withheld.  Except as provided herein, Landlord
shall be responsible for the repair of the structural  portions of the Premises,
including any repairs to the roof,  provided that Landlord shall not be required
to (i) make any repairs  caused by Tenant's  failure to maintain  the  Premises;
and/or (ii) repair, maintain or replace any kitchen or bathroom fixtures.

      (b) All maintenance,  alterations,  repairs and other work to be performed
by either  party shall be  performed  by it in good and  workmanlike  manner and
shall conform to all building  codes,  ordinances,  rules and regulations of any
municipality or governmental authority having jurisdiction thereof.

      45.  INCREASE IN INSURANCE.  If by reason of Tenant's use and occupancy or
abandonment  of the Premises,  or any other action on its part,  the fire and/or
liability  insurance rates for the building or any adjoining or nearby buildings
owned by the Landlord  shall be increased,  Tenant shall pay such increase as an
item of Additional Rent, upon demand by Landlord.
<PAGE>

      46. INDEMNITY;  INSURANCE. (a) Each party shall indemnify, defend and hold
harmless the other party from and against any and all  liability  and damage and
all such claims and demands of any kind and nature, including but not limited to
reasonable  counsel fees arising out of any injury or damage  however  occurring
which  shall  or may  occur  on or  about  the  Premises  or  adjacent  streets,
sidewalks,  curbs and  parking  areas and from and  against  any matter or thing
arising  out of the breach of any  covenant  or  condition  of this Lease or the
carelessness,  negligence or improper conduct of the indemnifying  party or its,
agents, servants, employees or customers.

      (b) Tenant  shall  provide  and keep in full force and effect at  Tenant's
sole cost and expense for the benefit of the Landlord and Tenant,  comprehensive
public liability insurance, acceptable to Landlord, with companies authorized to
do business  in the State of New York in which the limits of coverage  shall not
be less than Ten Million  Dollars  ($10,000,000.00)  combined  single  limit per
occurrence (the minimum limits of the comprehensive  general liability policy of
insurance shall in no way limit or diminish  Tenant's  liability  hereunder) and
property insurance,  acceptable to Landlord, providing all fixtures,  personalty
and equipment on, in or appurtenant to the Premises, including all additions and
improvements  with  insurance  against  loss or damage by fire with all standard
extended  coverage  which limits of coverage shall not be less than Five Million
Dollars  ($5,000,000.00)  (the  minimum  limits  of  the  comprehensive  general
liability  policy  of  insurance  shall  in no way  limit or  diminish  Tenant's
liability  hereunder).  Said  policy or  policies  of  insurance  shall name the
Landlord, and any mortgagee of Landlord, as applicable, as an additional insured
and/or loss payee, as applicable,  shall contain a waiver of subrogation against
Landlord  and shall  provide  that said policy or  policies  may not be canceled
prior to the transmission to the Landlord of thirty (30) days' written notice.

      (c) Tenant  shall  deliver  certificates  of insurance  for all  insurance
required  pursuant to this Lease to the Landlord  prior to the  beginning of the
term of this  Lease  and  thereafter  not less  than  thirty  days  prior to the
expiration  of any such  policy.  In the event  Tenant shall fail to furnish any
insurance  herein  required,  Landlord may (but is not obligated to) obtain said
insurance and pay the premium therefor and the premium so paid by Landlord shall
be deemed Additional Rent payable by Tenant on demand.

      47.  CONDEMNATION.  (a) If the Premises  shall be taken under the right of
eminent  domain in accordance  with the terms of  subparagraph  (c) below,  this
Lease  shall  expire on the date of the passing of title to the  authorities  so
exercising  such right and the Fixed Rent shall be  apportioned as of that date.
No part of any award shall belong to the Tenant except insofar as the Tenant may
be entitled to a separate  award that does not in any manner  diminish the award
made to the Landlord,  it being distinctly understood and agreed that the Tenant
shall have no claim against  Landlord or the condemning  authority for the value
of any unexpired term of this Lease. In the event of a  condemnation,  any award
specifically  made for the  value of the  trade  fixtures  shall  belong  to the
Tenant.

      (b) If the Premises  shall be condemned  or taken in  accordance  with the
terms of subparagraph (d) below, all awards made to either  compensate  Landlord
or Tenant shall be paid to  Landlord;  Landlord  shall  promptly and at its sole
cost and expense to the extent of the award,  restore the  remaining  portion of
the Premises or building in substantially the same condition and the Lease shall
continue effective in all respects, except as that there shall be a reduction of
Fixed  Rent in the ratio  that the rent then  applicable  to the  portion of the
Premises so taken bears to the current rent for the entire  premises at the time
of the taking.  Nothing herein  contained  shall be deemed a waiver by Tenant of
its right to claim and receive an award for the taking of its trade fixtures and
equipment which right is herein specifically preserved .

      (c) If such partial taking results in a reduction of the floor area of the
Premises by more than  thirty-three  (33%)  percent,  or if the Premises may not
reasonably be used for  substantially  the same purposes as prior to the taking,
then in such event, the provisions of paragraph (a) shall apply.

      (d) If such  partial  taking shall result in a reduction of the floor area
of the  Premises by  thirty-three  (33%)  percent or less or if the Premises may
reasonably be used for  substantially  the same purposes as prior to the taking,
then the provisions of paragraph (b) above of this Rider shall apply.
<PAGE>

      48.  ASSIGNMENT.  (a) The  Tenant  shall not  assign or sublet  this Lease
without the express,  written  consent of the Landlord which consent shall be in
Landlord's sole discretion.

      (b) Any  subletting  or assignment of this Lease shall be on the following
terms and conditions:

            (1) The uses and purposes shall be exactly as set forth herein;

            (2)  Prior  to  entering  into any  sublease  or  assignment  of the
Premises,   Tenant  shall  submit  the  terms  of  the  proposed  subletting  or
assignment, the name of the proposed subtenant or assignee, financial references
of the  proposed  subtenant  or assignee  and such other  information  as to the
financial  responsibility  and standing of the proposed subtenant or assignee as
Landlord may reasonably require together with a copy of the proposed sublease or
assignment;

            (3)  In  the  event  that  Landlord  consents  to an  assignment  or
sublease,  fifty  (50%)  percent of the amount of any rent,  additional  rent or
other  consideration  required to be paid pursuant to the assignment or sublease
which  exceeds  the  rent,   additional  rent  or  other  consideration  payable
hereunder, shall be payable directly to the Landlord, it being the intent of the
parties that the rents and additional  rents hereunder shall be deemed increased
by the  amount  of  such  excess  rents  payable  pursuant  to the  sublease  or
assignment.  The  sublessee  or  assignee  shall  deposit  with the  Landlord as
additional  security an amount  equal to one (1)  months'  rent in effect at the
time of the sublease or assignment.

      (c) The consent by the Landlord to any assignment or subletting  shall not
be deemed to release the Tenant from the within Lease or any of its  obligations
to fully perform all of the terms and covenant contained herein.

      (d) If, at the time of such assignment and/or subletting, the Tenant is in
default in any of the terms,  covenants and conditions of the within Lease,  the
Landlord may withhold and/or revoke its consent to such assignment or subletting
and the  parties  agree  that this  refusal  shall  not be deemed  unreasonable,
arbitrary or capricious.

      (e) The proposed  subtenant or assignee  shall be required to execute in a
form reasonably  satisfactory  to Landlord or its attorneys,  an agreement which
shall obligate it to duly perform all of the Tenant's  covenants and obligations
under the Lease, including any accrued obligations at the time of the assignment
or subletting.

      (f) The assignee shall execute,  in a form reasonably  satisfactory to the
Landlord, an assignment and assumption agreement.  A copy of said assignment and
assumption  agreement  shall be forwarded  to the Landlord  within ten (10) days
thereof;

      (g) The subtenant shall execute,  in a form  satisfactory  to Landlord,  a
sublease,  a copy of which shall be forwarded  to Landlord  within ten (10) days
thereof.

      (h) Landlord  shall not be liable to the Tenant for monetary  damages as a
result of the unreasonable delay or refusal to provide consent.

      (i) That the effective  date of the  assignment  or subletting  may not be
earlier than the Commencement Date of the Term.
<PAGE>

      49.  SUBORDINATION.  This  Lease and all  rights of Tenant  hereunder  are
subject  and  subordinate  (i) to any  mortgage  or deed of  trust,  blanket  or
otherwise (the "Permanent Mortgage"), which does now or may hereafter affect the
Premises (and which may also affect other property), such mortgagee with respect
to same being  hereinafter  referred to as the "Superior  Mortgagee" and (ii) to
any and all increases, renewals, modifications, consolidations, replacements and
extensions of any such Permanent Mortgage, and (iii) each underlying lease which
may now or  hereafter  affect all or any portion of the Premises or any interest
therein, such lessor with respect to such lease,  hereinafter referred to as the
"Superior  Lessor,"  provided  that  Landlord  shall use  reasonable  commercial
efforts to obtain a non-disturbance  agreement from any party to whom this Lease
is  subordinated.  Tenant shall execute,  acknowledge and deliver any instrument
reasonably  requested  by  Landlord,  a Superior  Lessor or  Superior  Mortgagee
(including without limitation subordination,  lockbox and payment agreements) to
evidence such  subordination,  but no such instrument shall be necessary to make
such subordination effective.  Tenant agrees that (a) Tenant shall attorn to the
Superior  Mortgagee,  and (b) any  cancellation,  surrender or amendment of this
Lease  without the prior  written  consent of the  Superior  Mortgagee  shall be
voidable by the Superior Mortgagee.

      50.  LATE  CHARGE.  In the event that the  Tenant  shall not have paid the
Fixed Rent or any item of Additional Rent on or before ten (10) days of the date
it is due, (the "Grace Period") then, Tenant shall pay a late charge equal to 3%
of such rent.  Tenant shall also pay interest thereon from the expiration of the
Grace Period to the date of Landlord's  receipt  thereof at the lesser of (i) 1%
per  month or (ii)  the  maximum  rate  permitted  by law.  The  demand  for and
collection of the aforesaid  late charges and interest shall in no way be deemed
a waiver of any and all other  remedies  that the  Landlord  may have  under the
terms of this Lease by summary  proceedings  or  otherwise.  Tenant  agrees this
amount is for Landlord's costs related to such late payment,  is reasonable,  is
not punitive and is not intended to be a penalty.

      51. TRIPLE NET. (a) The rent specified in this Lease shall be "triple net"
to  Landlord in each year,  during the Term and any  extension  or  modification
thereof and the parties hereto intend that Landlord shall receive all Fixed Rent
and  all  Additional  Rent  payable  hereunder  free  and  clear  of any and all
liability or responsibility of Landlord for impositions,  taxes, liens,  charges
or expenses, offsets, or similar deductions of any nature whatsoever.

      (b) Tenant shall pay all costs, expenses and damage which are attributable
to Tenant or the ownership,  use or possession of the Premises and which, except
for the execution of this Lease, would have been chargeable against the Premises
or  otherwise  payable by the  Landlord  and  Tenant  shall  indemnify  and hold
Landlord  harmless against such expenses and  obligations.  Tenant shall pay, or
cause to be paid all utility  services  rendered or furnished  to the  Premises,
including but not limited to heat,  water, gas,  air-conditioning  and electric,
and  shall  pay or cause to be paid all fire  protection,  security  protection,
sewer  treatment  facilities,  sanitation,  janitorial,  landscaping,  snow  and
garbage removal,  and the like,  together with all taxes levied or other charges
on such  utilities.  Tenant will be  responsible  for assuring  that all billing
statements for all utilities will be mailed directly to Tenant for payment.

      (c) Tenant  understands  and agrees  that,  except as  provided  otherwise
herein,  Landlord  is to have no  obligation  whatsoever  under  this  Lease  or
otherwise in respect of the repair, operation, maintenance and/or replacement of
the  Premises  or for the  quality  or  compliance  with  applicable  law of its
construction  (or in either case,  the lack thereof)  with all such  obligations
being those of the Tenant, at its sole cost and expense.  Except as specifically
and expressly set forth in this Lease,  Landlord is to furnish no  improvements,
equipment or fixtures of any kind,  either on or to the interior or on or to the
exterior of the Premises.  It is agreed  between the parties,  that anything not
expressly set forth herein which must be done in, on or to the Premises in order
to make the same ready for Tenant's  business,  will be done and accomplished by
Tenant at its own cost and expense. The intent of the parties is that this Lease
be "triple net" with no  expenditures  required by Landlord in  connection  with
Tenant's use, operation or maintenance of the Premises.

      (d)  Notwithstanding  the  foregoing,  Landlord  may perform  such repairs
and/or alterations at or to the Premises (i) to the extent same is not performed
by Tenant  hereunder,  and the cost of  performing  such work  shall be  charged
against Tenant as Additional Rent, and (ii) as Landlord,  in its sole discretion
determines would improve or increase the value of the Premises,  so long as such
work does not  impair  Tenant's  ability to use the  Premises  as  provided  for
herein.
<PAGE>

      52.  SIGNS.  (a) Tenant shall not display,  erect or affix any  lettering,
signs, posters, streamers,  plaquerts or any other like advertising media on the
windows or exterior of the  Premises or upon the  building or buildings at which
they form a part without the Landlord's prior written  approval,  which approval
shall not be unreasonably withheld delayed or conditioned.

      (b) Tenant shall submit to Landlord,  with its request for  permission  to
erect or install any sign,  lettering or like advertising  media,  complete sign
drawings and specifications or prior approval.

      (c) Upon  obtaining  approval of the Landlord,  the approved sign shall be
installed by the Tenant at its own cost and expense and shall at all times be in
total compliance with all laws, rules,  regulations,  ordinances or requirements
of any  governmental  authority,  municipality  or  agency  having  jurisdiction
thereof.

      53.  ARMS-LENGTH.  Landlord and Tenant  acknowledge that this Lease is the
product of an arms length negotiation engaged between Landlord, Tenant and their
respective  attorneys with each party  contributing to the final instrument.  In
consequence  thereof,  should any dispute arise  involving the  construction  or
interpretation of this Lease, no presumption or inference shall be drawn against
one party by the other.

      54. ATTORNEYS' FEES,  COUNTERCLAIMS AND JURY WAIVER.  (a) Tenant shall, in
addition to all court costs,  expenses or fees,  pay to Landlord,  as Additional
Rent reasonable  attorney's fees, costs,  expenses or disbursements  incurred by
the Landlord in connection with any breach or default by Tenant or to protect or
preserve  any of  Landlord's  rights  hereunder  or in any  action,  proceeding,
summary   proceeding   or   arbitration   arising  out  of  this  Lease  or  the
Landlord-Tenant relationship.  These items shall be deemed "Additional Rent" and
shall be due and payable when  incurred by Landlord and may be includable in any
summary  proceeding  or other  action.  TENANT  WAIVES  THE RIGHT TO ASSERT  ANY
COUNTERCLAIMS OR SET OFFS IN A SUMMARY  PROCEEDING,  AND EACH PARTY WAIVES TRIAL
BY JURY IN ANY ACTION  BROUGHT IN  CONNECTION  WITH THIS LEASE.  In the event of
litigation  by a party hereto to enforce its rights  hereunder,  the  prevailing
party shall be entitled to recover its  reasonable  attorney's  fees,  costs and
disbursements.

      55. PLATE GLASS. Tenant, at its own cost and expense, shall maintain plate
glass insurance for the Premises for and in the name of the Landlord.

      56. COLLECTION  AGAINST LANDLORD.  Tenant agrees that it shall look solely
to the estate and property of Landlord in the land and buildings  comprising the
building  for  the  collection  of any  judgment  (or  other  judicial  process)
requiring the payment of money by Landlord in the event of any default or breach
by Landlord with respect to any of the terms,  covenants and  conditions of this
Lease to be  observed  or  performed  by  Landlord;  and no other  assets of the
Landlord or any  partner,  member,  owner,  stockholder  or other  principal  of
Landlord  shall be  subject  to levy,  execution  or  other  procedures  for the
satisfaction of Tenant's remedies.

      57.  UNCOLLECTED  FUNDS.  In the event  that any  payment by the Tenant of
Fixed Rent or  Additional  Rent shall be dishonored  for any reason  whatsoever,
including but not limited to "uncollected  funds",  "insufficient  funds", etc.,
the Landlord  shall,  thereafter,  have the right to insist that the replacement
payment shall be made by certified check, bank check or cash.

      58.  WAIVER.  (a) The  failure  of the  Landlord  to  insist  upon  strict
performance  of any term,  covenant or  condition to be performed on the part of
the Tenant,  shall not be deemed or construed to constitute a waiver thereof, or
consent by the Landlord to any future performance.

      (b) The acceptance by the Landlord of any item of Fixed Rent or Additional
Rent, with notice, whether constructive or actual, of any default on the part of
the Tenant  shall not be deemed a waiver,  forgiveness  or  condonation  of said
default on the part of the Landlord.
<PAGE>

      59.  MECHANIC'S  LIENS.  The Landlord shall not be liable for any labor or
materials  furnished or to be furnished to the Tenant and no Mechanic's or other
liens for any such labor or materials  shall attach to or affect the interest of
the Landlord in and to the Premises. If any Mechanic's Lien is filed against the
Premises,  based on any act or interest of the Tenant or anyone claiming through
the Tenant, its Subtenants or assigns, or if any security agreement is filed for
or affecting  any  materials,  machinery or fixtures  used in the  construction,
repair or operation by the Tenant, the Tenant shall immediately take such action
by bonding,  deposit or payment as will remove the lien or security interest. If
the Tenant has not removed the lien or security  interest  within  fourteen (14)
days after notice to the Tenant, the Landlord may in its sole option (but is not
obligated to), pay the amount of the lien or security  interest or discharge the
same by deposit and the amount so paid or deposited with interest  thereon shall
be deemed Additional Rent under this Lease and shall be payable immediately upon
demand. In addition to the remedies previously set forth and as may elsewhere be
set forth in the written Lease,  failure on the part of the Tenant to discharge,
bond or otherwise  remove the lien or security  interest  within  fourteen  (14)
days, shall be deemed a default hereunder.  In such event, the Lease may then be
terminated pursuant to its terms.

      60. ENTIRE AGREEMENT. This Lease contains the entire agreement between the
parties and all prior agreements, conversations, set ups, or representations, if
any,  shall  be  deemed  to have  merged  herein.  Tenant  is not  relying  upon
representations  or agreements  other than those  contained in this Lease.  This
Lease may not be changed,  altered or modified unless in writing, signed by each
of the parties hereto.

      61.  UNENFORCEABILITY.  If any  term or  provision  of this  Lease  or its
application  to any  person or  circumstances  is to any extent  declared  to be
invalid or unenforceable by a court of competent jurisdiction,  the remainder of
this  Lease,  or the  application  of  such  term or  provision  to  persons  or
circumstances,  other  than those as to which is held  invalid or  unenforceable
shall not be  affected  thereby and each term and  provision  shall be valid and
enforced to the fullest extent permitted by law.

      62.  AS-IS.  Tenant  represents  and warrants to the Landlord  that it has
inspected the Premises and is fully familiar with the condition thereof. NEITHER
LANDLORD  NOR ITS AGENT MAKE ANY  WARRANTY  OR  REPRESENTATION  OF ANY KIND WITH
RESPECT TO THE PHYSICAL  CONDITION OF THE PREMISES,  BUILDING OR LAND UPON WHICH
IT IS ERECTED,  AND TENANT  AGREES TO ACCEPT THE PREMISES IN "AS IS"  CONDITION.
Landlord  makes  no  representation  that  Tenant's  use of the  Premises  is in
accordance with the Certificate of Occupancy with respect to the Premises.

      63.  NOTICES.  Any notice  required to be served  herein,  shall be deemed
properly  served,  if  sent  registered,   or  certified  mail,  return  receipt
requested, or by a recognized, reputable overnight courier service, as follows:

                  If to Landlord to: 1 REWE STREET REALTY LLC
                                           ___________________________
                                           ____________, New York
                                           Attention:

                  With a copy to Landlord's attorneys:

                                           Moritt, Hock, Hamroff & Horowitz, LLP
                                           400 Garden City Plaza, Suite 202
                                           Garden City, New York 11530
                                           Attention: Eric M. Mencher, Esq.

                  If to Tenant:            ALLIANCE DISTRIBUTORS HOLDING INC.
                                           ____________________________
                                           ____________________________
<PAGE>

                  With a copy to Tenant's attorneys:

                                           Oscar Folger, Esq.
                                           521 Fifth Avenue, 24th floor
                                           New York, New York 10175

      64. HOLDING-OVER AND POSSESSION.  Any holding over after the expiration of
the term of this Lease or any renewal  hereof shall be construed to be a tenancy
from  month-to-month  at a minimum  annual  rent  equal to twice the Fixed  Rent
(prorated  on a monthly  basis) then being paid by Tenant;  together  with a sum
equal to all  Additional  Rent payable  hereunder for each month or part thereof
during  which the  Tenant  remains  in  possession  of the  Premises  beyond the
expiration of the term hereof and said tenancy shall  otherwise be on the terms,
covenants,  conditions,  and provisions  specified in this Lease,  to the extent
that the foregoing shall be applicable.

      65. NOT AN OFFER. Submission of this document for examination or signature
by Tenant does not constitute an offer for a lease by Landlord, and it is not to
be  effective  as a lease or  otherwise  until  execution  and  delivery by both
Landlord and Tenant.

      66. FURTHER  ASSURANCES.  Each of the parties hereto,  without cost to the
other,  shall at any time and from time to time  hereafter,  execute and deliver
any and all further  instruments  and  assurances  and perform any acts that the
other  party may  reasonably  request  for the  purpose of giving full force and
effect to the provisions of this agreement

      67.  HEADINGS.  Headings are for  convenience  only,  and are not meant to
confer any rights or obligations on the parties hereto.

      68.  COUNTERPARTS AND SIGNATURES.  The printed form of Lease and the Rider
may be signed by the undersigned in  counterparts.  Facsimile  signatures  shall
have the same effect as originals.

      69. USE OF FACILITIES BY EMERICH  GOLDSTEIN.  Notwithstanding  anything in
this Lease to the  contrary,  for so long as this  Lease is in  effect,  Emerich
Goldstein will have exclusive use of the office, kitchen and dining room that he
utilized  immediately  prior to the  Commencement  Date,  and he will retain the
right to use the other facilities in the Premises (including the conference room
when not in use by Tenant) for his personal business interests.

      70.  ENVIRONMENTAL.  Landlord  represents and warrants that it and, during
Landlord's  ownership,  its  tenants,  have,  prior  to the  Commencement  Date,
complied  strictly  and in all  respects  with the  applicable  laws,  statutes,
ordinances,  permits, orders, decrees, guidelines, rules, regulations and orders
pertaining  to  health or the  environment  ("Applicable  Environmental  Laws"),
including,   without  limitation,  the  Comprehensive   Environmental  Response,
Compensation and Liability Act of 1980 ("CERCLA") and the Resource  Conservation
and Recovery Act ("RCRA"),  as each of the foregoing may be amended from time to
time. Tenant, and its agents, contractors,  employees and invitees, shall comply
strictly and in all respects with the Applicable  Environmental Laws,  including
without limitation CERCLA and RCRA, as each of the foregoing may be amended from
time  to  time.  Each  party  does  hereby,  for  itself  and its  heirs,  legal
representatives,  successors  and assigns  agree to and hereby  does  indemnify,
defend and hold harmless the other party, and its heirs, legal  representatives,
successors  and  assigns,  from  any and all  liabilities,  assessments,  suits,
damages, costs and expenses, attorneys' fees and judgments related to or arising
out of (a) the breach of any of the agreements of the  indemnifying  party under
this  section,  (b)  the  handling,  installation,   storage,  use,  generation,
treatment  or disposal by the  indemnifying  party of  Hazardous  Materials  (as
hereinafter defined),  including any cleanup,  remedial,  removal or restoration
work required by the  Applicable  Environmental  Laws which is  necessitated  by
indemnifying  party's  violation  of the  provisions  of this Section or (c) the
assertion  of any lien or claim upon the  Premises  pursuant  to the  Applicable
Environmental  Laws which is  instituted  due to any action of the  indemnifying
party;  provided however, as between Landlord and Tenant, in connection with any
such  indemnification  arising out of any event occurring after the Commencement
Date,  unless  the  event  can be  shown to be the  action  or  omission  of the
Landlord,  the Tenant shall indemnify the Landlord in connection therewith.  The
covenants  and  agreements  of Tenant  under  this  section  shall  survive  the
expiration  or  termination  of this  Lease.  As used in this  Lease,  the  term
"Hazardous Materials" means any flammables,  explosives,  radioactive materials,
asbestos-containing   materials,   petroleum  products,  the  group  of  organic
compounds known as  polychlorinated  byphenyls and other hazardous waste,  toxic
substances  or  related  materials,  including  without  limitation,  substances
defined as hazardous substances,  hazardous materials, toxic substances or solid
waste in CERCLA, the Hazardous Materials Transportation Act and RCRA, as each of
the foregoing may be amended from time to time.
<PAGE>

      71. BROKER.  Each party  represents and warrants to the other that no real
estate  broker  brought about this  transaction.  Each party agrees to indemnify
(the  "Indemnifying  Party")  and hold the other  harmless  from and against all
causes of action,  liabilities and costs (including  reasonable attorney's fees)
arising out of a claim for a commission  by any other broker  purporting to have
acted on behalf of the Indemnifying Party.

      72. LANDLORD'S AUTHORITY.  Landlord represents and warrants that it is the
sole owner of the land, buildings and equipment described on Appendix A attached
hereto,  together  with all  buildings,  improvements,  facilities  and fixtures
located on the land,  and any  easements,  rights of access  and other  property
rights necessary to allow Tenant unobstructed use and occupancy of the Premises.
Landlord  represents  and warrants that it has full right and authority to lease
the Premises to Tenant and to  otherwise  enter into this Lease on the terms and
conditions  set  forth  herein,  and that the  provisions  of this  Lease do not
conflict  with or violate  the  provisions  of existing  agreements  between the
Landlord and third parties.

      73. RIGHT OF FIRST REFUSAL.  Should Landlord during the Term enter into an
agreement to sell the  Premises,  or any portion  thereof,  to a  non-affiliated
third party  ("Sales  Agreement"),  Landlord  shall  provide to Tenant a written
notice of intent to sell ("Notice") with a copy of the Sales  Agreement.  Tenant
shall have and may  exercise an option to acquire the  Premises,  or the portion
thereof subject to the Sales Agreement, on the same terms and conditions,  other
than as to the identity of the Tenant and date for closing,  as are set forth in
the Sales  Agreement.  If Tenant  does not  within 30 days after  receiving  the
Notice and copy of the Sales Agreement give Landlord  written notice of Tenant's
intention to exercise such option,  then subject to and as provided by the Sales
Agreement Landlord may sell the Premises or portion thereof covered by the Sales
Agreement  by no later than the 150th day after  receipt by Tenant of the Notice
and  copy of the  Sales  Agreement.  If  Landlord  does not  timely  so sell the
Premises or varies the material  terms of the Sales  Agreement,  Landlord  shall
again  comply  with the terms of this  Section  15 as if no Notice had ever been
given. If Tenant timely notifies Landlord of its intent to exercise such option,
then at such time as Tenant may  specify,  but no later  than 60 days  following
receipt by Landlord of such notice  from  Tenant,  and at such place  within the
city or town where the  Premises is located as  Landlord  may  specify,  or such
other place and time and  Landlord and Tenant may agree,  Tenant shall  exercise
its option by  purchasing,  and Landlord  shall sell to Tenant,  the Premises or
portion  thereof  subject  to the  Sales  Agreement.  In the event  that  Tenant
exercises  such option but fails to timely  close (other than because of default
by Landlord),  then this Section 73 and the right of first refusal hereunder are
terminated and of no further effect.

      74. RIDER CONTROLS.  In the event of a conflict  between the terms of this
Rider and the  printed  form of the Lease to which  the Rider is  attached,  the
terms hereof shall govern.

                                    1 REWE STREET REALTY LLC, Landlord

                                    By:
                                       ---------------------------------
                                           Name:
                                           Title:

                                    ALLIANCE DISTRIBUTORS HOLDING INC., Tenant

                                    By:
                                       ----------------------------------
                                            Name:
                                            Title: