Exhibit 10.3

                            SHARE PURCHASE AGREEMENT

Agreement dated as of January 1, 1999, among First Chesapeake Financial
Corporation, a Virginia corporation ("SELLER"), and Richard N. Chakejian, Sr.
("BUYER").

                                   WITNESSETH:

WHEREAS, SELLER owns all outstanding shares (the "Shares") of Premier Chemical
Co., Inc. ("the Company"), par value ______________ (__) per share, which SELLER
wishes to sell to BUYER and BUYER (who is currently the President and a Director
of the Company) wishes to purchase from SELLER, all on the terms hereinafter set
forth;

NOW, THEREFORE, the parties hereby agree as follows.

1.       The Closing.

         1.1   The Closing will take place within fifteen (15) business days
after SELLER gives notice to BUYER (the "Closing Notice") that the following
condition precedent to the Closing has been satisfied:

         1.11  The Board of Directors of SELLER shall vote to approve the
transaction in accordance with SELLER's By-Laws.

         The Company will give the Closing Notice promptly after the condition
precedent has been satisfied.

         1.2   The Closing will take place on a business day approved by SELLER
and BUYER, but in the absence of such approval, it will take place at 10:30 a.m.
on the 15th business day following the day on which the Closing Notice is given
to BUYER, at the offices of SELLER's Pennsylvania counsel. As used in this
Agreement, the term "business day" is a day on which banks are open for business
in Pennsylvania.

         1.3   If the condition precedent described in section 1.1 has not been
satisfied by April 15, 1999, this agreement shall be null and void and shall be
of no force and effect.


2.       Sale of Shares.

         2.1   At the Closing, SELLER will sell the Shares to BUYER, and BUYER
will purchase the Shares from SELLER, in exchange for the following
consideration:

         2.11  BUYER shall assume and be fully responsible for all debts,
accounts payable, judgments, liabilities, claims, suits and obligations of any
kind which have been asserted or entered against the Company as of the date of
Closing, except that SELLER shall pay a debt currently owed by the Company to
National Clothesline in the amount of $3,780.00.

         2.12  BUYER shall fully indemnify, defend and hold harmless SELLER and
its officers, directors, affiliates, shareholders, agents and attorneys from and
against all claims, suits and actions of any kind relating to any debts,
accounts payable, judgments, liabilities, claims, suits and obligations of any
kind which have been asserted or entered against BUYER or the Company as of the
date of Closing.

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         2.13  BUYER releases and covenants not to sue SELLER and its officers,
directors, affiliates, shareholders, agents and attorneys from and for any claim
or cause of action which BUYER might have had against any of them, arising from
the beginning of the world to the date of Closing.

3.       Covenants of SELLER.

         3.1   From the date of this Agreement until the second anniversary of
the Closing, SELLER will not engage directly or indirectly in any activity
relating to the formulation, creation, manufacture or distribution of chemicals
or substances used in the cleaning of garments, linens or fabrics ("the
Business"), and SELLER will not invest in or provide loans or other credit
facilities to any person, corporation, partnership or other entity which engages
directly or indirectly in any aspect of the Business; but this covenant will not
preclude SELLER from acquiring securities which are traded publicly.

         3.2   SELLER will not use or disclose any trade secrets or other
proprietary or confidential information pertaining to any aspect of the
Business.

         3.3   SELLER acknowledges that violation of any of the provisions of
this Section 3 will cause irreparable loss and harm to both the Company and
BUYER which cannot be reasonably or adequately compensated by damages in an
action at law. Accordingly, in the event of a breach or threatened breach by
SELLER of any of the provisions of this Section 3, each of the Company and BUYER
shall be entitled to injunctive and other equitable relief to prevent or cure
any breach or threatened breach thereof, and SELLER agrees that it will not be a
defense to any request for such relief that the Company or BUYER has an adequate
remedy at law. Notwithstanding the foregoing, the Company and BUYER shall have
other legal remedies as may be appropriate under the circumstances including,
inter alia, recovery of damages occasioned by such breach. For purposes of any
proceeding under or with respect to this Section 3, SELLER, the Company and
BUYER submit to the non-exclusive jurisdiction of the courts of the Commonwealth
of Pennsylvania, and each agrees not to raise and waives any objection to or
defense based on the venue of any such court or forum non conveniens.

         3.4 A court of competent jurisdiction, if it determines any of the
provisions of this Section 3 to be unreasonable in scope, time or geography, is
hereby authorized by SELLER, the Company and BUYER to enforce the same in such
narrower scope, shorter time or lesser geography as such court determines to be
reasonable under all the circumstances.

4. Representations and Warranties of SELLER.

         4.1 SELLER represents and warrants to the BUYER as follows.

                (a)   SELLER and the Company are both duly incorporated and
validly existing under the laws of Virginia and Pennsylvania, respectively; the
Company is duly qualified to conduct business in all jurisdictions where it is
required to qualify, to wit: Pennsylvania; and SELLER has the corporate power
and authority to execute, deliver and perform this Agreement and any other
agreement or document executed by SELLER under or in connection with this
Agreement. This Agreement constitutes, and any such other agreement or document
when executed will constitute, the legal, valid and binding obligations of
SELLER, enforceable against SELLER in accordance with its terms, subject to the
condition precedent recited in section 1.11 hereof.

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                (b)   All authorizations, consents or approvals of, or
exemptions by, any governmental, judicial or public body or authority of or in
Virginia or Pennsylvania required to authorize, or required in connection with
(i) the execution, delivery and performance of this Agreement by SELLER, or (ii)
any of the transactions contemplated by this Agreement, or (iii) any of the
certificates, instruments or agreements executed by SELLER in connection with
this Agreement, or (iv) the taking of any action by SELLER, have been or at the
Closing will have been obtained and at the Closing will be in full force and
effect.

                (c)   SELLER is the sole owner of the Shares and of all rights
in and to the Shares; the Shares are represented by share certificates
______________, and SELLER may sell the Shares to BUYER pursuant to this
Agreement without the consent or approval of any person, corporation,
partnership, governmental authority or other entity except for the approvals of
SELLER's Board of Directors, which SELLER will use its best efforts to obtain;
the Shares are fully paid and non-assessable and, except as provided in this
Agreement, SELLER has not sold, transferred or assigned any of its rights in or
to any of the Shares; the Shares are free and clear of any liens, claims,
encumbrances and restrictions of any kind except for the approvals noted above.

                (d)   There is no option, warrant, privilege, or other right
outstanding with respect to any unissued shares of the Company, whether treasury
shares or otherwise, and there is no option, warrant, privilege or other right
outstanding with respect to any of the Shares; the Company has issued and
outstanding ________ shares of common stock, par value ________ (__) per share,
all of which are owned by SELLER.

         4.2 Knowledge by BUYER of any event, circumstance or fact will not
vitiate or otherwise impair any of the warranties of SELLER or any of the rights
and remedies available to BUYER with respect to such warranties.

5. Representations and Warranties of BUYER.

         5.1    BUYER represents and warrants to SELLER as follows.

                (a)   This Agreement constitutes the legal, valid and binding
obligations of BUYER enforceable against BUYER in accordance with its terms.

                (b)   Neither the execution nor delivery of this Agreement, nor
the transactions contemplated herein, nor compliance with the terms and
conditions of this Agreement will:

                      (i)      contravene any provision of law or any statute,
decree, rule or regulation binding upon BUYER or contravene any judgment,
decree, franchise, order or permit applicable to BUYER;

                      (ii)     conflict with or result in any breach of any
terms, covenants, conditions or provisions of, or constitute a default (with or
without the giving of notice or passage of time or both) under any agreement or
other instrument to which BUYER is a party or by which it is bound.

         5.2   Knowledge by SELLER of any event, circumstance or fact will not
vitiate or otherwise impair any of the representations or warranties of BUYER or
any of the rights and remedies available to SELLER with respect to such
representations and warranties.

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6.       Indemnities.

         6.1   The representations and warranties of SELLER and BUYER will be
deemed made on execution of this Agreement and at the Closing, and all of those
representations and warranties and all of the covenants and obligations of the
parties under this Agreement will survive the Closing.

         6.2   BUYER will hold SELLER and its officers, directors, affiliates,
shareholders, agents and attorneys harmless from, and pay any loss, damage, cost
or expense (including, without limitation, legal fees and court costs) which
SELLER incurs by reason of, any representation or warranty of BUYER being
incorrect or by reason of any breach by BUYER of any of its covenants or
obligations under this Agreement.

         6.3   SELLER will hold BUYER harmless from and pay any loss, damage,
cost or expense (including, without limitation, legal fees and court costs)
which BUYER incurs by reason of any representation or warranty of SELLER being
incorrect or by reason of any breach by SELLER of any of its covenants or
obligations under this Agreement.

7. Additional Covenants of SELLER.

         7.1   SELLER will use its best efforts to have the condition precedent
under Sections 1.11 satisfied.

         7.2   Prior to the Closing, the Company will continue to conduct, and
SELLER will cause the Company to continue to conduct, its business in accordance
with the Company's normal and past practices.

         7.3   Prior to the Closing, the Company will not do, and SELLER and
BUYER will not permit the Company to do, any of the following:

         (a)   issue any shares, or issue any rights or privileges to acquire
any shares or other securities of the Company, or issue any other securities;

         (b)   change the nature of its business;

         (c)   declare or pay any dividend or make any other distribution or
payment in respect of any of its shares or purchase or redeem any of its shares;

         (d)   amend its Articles of Incorporation or By-Laws;

         (e)   merge or consolidate with any corporation or other entity or
liquidate or dissolve;

         (f)   adopt or agree to adopt any plan providing for its
reorganization;

         (g)   make any loan or other extension of credit or issue any guaranty
or otherwise incur any contingent liability, except for extensions of credit not
exceeding thirty (30) days to trade creditors in accordance with past practices
and in the normal course of business;

         (h)   sell, pledge, transfer, assign or grant a security interest in
any of its assets, property, contracts or rights;

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         (i)   enter into or terminate any contract;

         (j)   employ anyone or terminate anyone's employment;

         (k)   pay any compensation other than the current monthly payroll,
raise or agree to raise anyone's compensation, or pay or agree to pay any bonus
or other special compensation.

8.    Transactions to be Completed at Closing.

      8.1      The following requirements will be completed or satisfied, as the
case may be, at the Closing.

         (a)   SELLER will deliver to BUYER share certificates ____________
____________ representing the Shares, which certificates will be duly endorsed
by SELLER to BUYER.

         (b)   BUYER will be furnished with a certificate by an officer or
director of SELLER certifying (i) that the representations and warranties of
SELLER under this Agreement are true and correct as of the Closing, and (ii)
that there has been no breach of any covenant of SELLER under this Agreement.

         (c)   SELLER will be furnished with a certificate by BUYER certifying
that the representations and warranties of BUYER under this Agreement are true
and correct as of the Closing and that there has been no breach of any covenant
of BUYER under this Agreement.

         (d)   SELLER will furnish to BUYER a certificate (i) certifying
the adoption by SELLER's directors and, if necessary, by their shareholders, of
resolutions authorizing the execution, delivery and performance of this
Agreement and any other agreements and documents in connection herewith, and
(ii) also certifying the names, positions and signatures of the persons
authorized to sign on their behalf.

      8.2 The agreements, certificates, consents and other documents to be
executed and delivered at the Closing shall be dated the date of the Closing.

      8.3 Completion or satisfaction, as the case may be, of all of the
requirements under Section 8.1 (including the correctness of the statements in
the certificates and other documents delivered) are conditions precedent to
completing the Closing under this Agreement. No part of the Closing under this
Agreement will be deemed completed unless all requirements under this Agreement
shall have been completed or satisfied.

9.       Governing Law.

         This Agreement will be governed by and construed in accordance with the
law of Pennsylvania.

10.      Amendment and Waiver.

         10.1  This Agreement may not be amended or terminated except by an
instrument in writing signed by the parties hereto.

         10.2  No provision of this Agreement and no right or obligation under
this Agreement may be waived except by an instrument in writing signed by the
party waiving the provision, right or obligation in question.

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11.      Assignment. No party may transfer or assign any of its rights or
obligations under this Agreement and any attempt thereat shall be null and void.

12.      Notices.

         12.1 Any notice, request, demand, waiver, consent, approval, or other
communication which is required or permitted to be given to any party under this
Agreement shall be in writing and shall be given to that party with copy at the
addresses or fax numbers set forth below or, in the event of a change in any
address or fax number, then to such other address or fax number as to which
notice of the change is given:

                           (a)      If to SELLER:
                                    Mark Mendelson
                                    Chairman
                                    First Chesapeake Financial Corp.
                                    541 Hamilton Street
                                    Allentown, PA 18101
                                                     Fax No.:  610-433-8186

                           With a copy to (which shall not constitute notice):
                                    James J. Greenfield, Esquire
                                    Two Radnor Station Building
                                    Suite 102-108
                                    290 King of Prussia Road
                                    Radnor, PA 19087
                                    Fax No.: 610-341-0556

                           (b)      If to BUYER:
                                    Richard N. Chakejian, Sr.
                                    Premiere Chemical Co.
                                    12 E. Oregon Ave.
                                    Philadelphia, PA 19148
                                    Fax No.:  215-334-8717

                           With a copy to (which shall not constitute notice):
                                            Lawrence F. Flick, Esquire
                                            536 Swede St.
                                            P.O. Box 1140
                                            Norristown, PA 19404-1140
                                    Fax No.:  610-279-3342

         12.2     Notice shall be deemed given on receipt.

13.      Section Headings.

         Section headings are for convenient reference only and shall not affect
the meaning or have any bearing on the interpretation of any provision of this
Agreement.

14.      Entire Agreement.

         This Agreement constitutes the entire agreement among the parties with
respect to the matters described herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

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SELLER:                                             BUYER:
FIRST CHESAPEAKE FINANCIAL CORP.


By:      /s/Mark Mendelson                          /s/Richard N. Chakejian, Sr.
         -----------------                          ----------------------------
         Mark Mendelson                             Richard N. Chakejian, Sr.
         Chairman

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