EXHIBIT 2.3
                               FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

     This First Amendment to Asset Purchase Agreement (this "Amendment") is made
and  entered  into as of the  2nd day of May,  2002,  by and  among  Jack  Young
Associates,  Inc.,  a Delaware  corporation  ("Jack Young  Associates"),  Pocono
Knits, Inc., a New Jersey corporation ("Pocono"),  and Jack Young, an individual
resident of the state of Pennsylvania (the "Pocono Shareholders").

     WHEREAS,  Jack Young  Associates,  Pocono and the Pocono  Shareholders have
previously  entered into that certain Asset Purchase  Agreement  dated as of the
15th day of March, 2002 (the "Agreement"); and

     WHEREAS,  Jack Young Associates,  Pocono and the Pocono Shareholders desire
to amend the Agreement as set forth in this Amendment; and

     WHEREAS, capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Agreement.

     NOW, THEREFORE,  in consideration of the mutual agreements contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

     1.   Section  1.01(a)(iv)  of the Agreement is hereby  amended by replacing
the words "that  Buyer must pay to Seller the sum of  $250,000  for the right to
participate  in the  proceeds"  in the last line of such Section with "the Buyer
shall not  participate  in the  Contract for Berets and such  contract  shall be
assigned to a new corporation as directed by Pocono."

     2.   Section  1.01(b)  of the  Agreement  is hereby is  hereby  amended  by
replacing the sentence "At the Closing,  good, valid and marketable title to all
of the Assets shall be  transferred,  conveyed,  assigned  and  delivered by the
Company to the Buyer pursuant to the Conveyance Documents, free and clear of any
and all liens,  encumbrances,  mortgages,  security interests,  pledges, claims,
equities  and other  restrictions  or charges of any kind or nature  whatsoever,
excepting,  however,  the liabilities  set forth in Schedule  1.01(c)." with the
sentence "At the  Closing,  good,  valid and  marketable  title,  subject to all
existing  liens and  encumbrances,  to all of the Assets  shall be  transferred,
conveyed,  assigned and  delivered  by the Company to the Buyer  pursuant to the
Conveyance  Documents,  free  and  clear  of any  and all  liens,  encumbrances,

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mortgages,  security interests, pledges, claims, equities and other restrictions
or charges of any kind or nature whatsoever, excepting, however, the liabilities
set forth in Schedule 1.01(c)"

     3.   Section  1.01(c) of the  Agreement  is hereby  amended by deleting the
word "trade" between the words "all" and "accounts" in subsection  (i).  Section
1.01(c) is further  amended by  replacing  the  sentence  reading  "At  Closing,
Buyer's Shareholder,  Armitec,  Inc., a Delaware  corporation,  shall deliver to
Shareholder a Pledge Agreement,  pledging all of the outstanding shares of stock
of Buyer (the  "Shares") to  Shareholder  to secure the  Obligations  assumed by
Buyer as set forth in this  Subsection" with "At Closing,  Buyer's  Shareholder,
Armitec,  Inc., a Delaware  corporation,  shall deliver to  Shareholder a Pledge
Agreement,  pledging  all of the  outstanding  shares  of stock  of  Buyer  (the
"Shares") to Shareholder to secure the Obligations assumed by Buyer as set forth
in the Pledge Agreement."

     4.   Section  1.02 of the  Agreement  is hereby  amended by  replacing  the
paragraph  in its  entirety  with the words "As  payment  in full for the Assets
being acquired by the Buyer hereunder, Buyer shall assume the obligations of the
Company as set forth in Section  1.01(c)."

     5.   Schedule 3.04 is hereby  amended to add the Pledge  Agreement to Julie
Waltzer.

     6.   Section  7.08 of the  Agreement  is hereby  amended by  replacing  the
paragraph in its entirety with the words "The Company  acknowledges  that it has
received a total $107,500 in working capital previously advanced to the Company.
On May 2, 2002, the Buyer shall provide the Company's yarn suppliers One-Hundred
Thousand Dollars ($100,000)

     7.   Except as set forth in this  Amendment,  the  Agreement  shall  remain
          unmodified and shall continue in full force and effect.

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

                           JACK YOUNG ASSOCIATES, INC.

                           BY: /s/ Bruce R. Davis
                              ----------------------------------------
                              Bruce R. Davis, President


                                 POCONO KNITS, INC.

                           BY: /s/ Jack Young
                              ----------------------------------------
                               Jack Young, President


                           POCONO KNITS, INC. SHAREHOLDERS

                            /s/ Jack Young
                           -------------------------------------------
                           Jack Young