EXHIBIT 10.9
                                 LEASE AGREEMENT
                                 ---------------

     THIS LEASE AGREEMENT ("Lease") made as of the 1st day of March, 2002 by and
between  SARGENT  REALTY,  a Division of Sargent Art, Inc.,  ("Landlord"),  with
mailing  address  at  100  East  Diamond  Avenue,   Hazleton,   Luzerne  County,
Pennsylvania, 18201

                                      A N D

Armitec Inc.  (owner) and Jack Young Inc.,  ("Tenant"),  with mailing address at
1295 West Garmon Rd., NW, Atlanta, Georgia 30327.

                                   WITNESSETH:

     THAT FOR THE  CONSIDERATION of the mutual  covenants and agreements  herein
contained, the parties hereto do hereby covenant and agree as follows:

                                    ARTICLE 1
                           DEFINITIONS AND ATTACHMENTS

Section 1.1. Certain Defined Terms.
     As used herein, the terms:

     A.  "Landlord's  Building"  means the  industrial  building of the Landlord
located at East Diamond  Avenue and Cedar  Streets,  Hazleton,  Luzerne  County,
Pennsylvania.

     B.  "Tenant's  Premises"  means all that 58,000  square foot portion of the
industrial building outlined on "Exhibit "A" attached hereto.

     C. "Permitted Use" means operation of a manufacturing facility.

Section 1.2. Attachments.

     The following  document is attached  hereto,  and such  documents  shall be
deemed to be a part hereof.

     "Exhibit "A" - Tenant's Premises.

                                   ARTICLE II.
                                    PREMISES

Section 2.1. Length of Term.
     Landlord  hereby leases to Tenant,  and Tenant hereby takes from  Landlord,
the Premises for the Term and at the Rent hereinafter described.

     The Term of this Lease shall be for  twenty-two  (22) months  following the
commencement date.

Section 2.2. Renewal.
     At the  expiration  of the Term hereof,  with this Lease then being in full
force and effect,  and the Tenant  having fully  performed  all of its Terms and
conditions,  the Tenant shall have the option to extend this Lease upon the same

<PAGE>

Terms and conditions for a further Term of three (3) years from the  termination
date of the original  Lease period,  with an increase of see page 20 percent for
each additional year of the three (3) year renewal term.

                                  ARTICLE III.
                                      RENT

Section 3.1. Rent Payable.
     The Rent shall be  $107,300.04  payable  monthly in the amount of $8,941.67
per  month on or  before  the  first  day of each  month,  at the  office of the
Landlord  or such other  address as shall be  designated  in writing by Landlord
from time to time,  without any prior demand  therefor and without any deduction
or offset whatsoever, except as may specifically be permitted herein.

     Tenant  shall  pay all  Rent  when due and  payable,  without  any  offset,
deduction  or  prior  demand  thereof  whatsoever.  Any  payment  by  Tenant  or
acceptance  by  Landlord  of a lesser  amount  than shall be due from  Tenant to
Landlord shall be treated as payment on account. The acceptance by Landlord of a
check for a lesser amount with an endorsement or statement thereon,  or upon any
letter  accompanying  such check,  that such  lesser  amount is payment in full,
shall be given no effect,  and Landlord may accept such check without  prejudice
or any other rights or remedies which Landlord may have against Tenant.

Section 3.2. Additional Rent.
     Tenant shall pay as Additional  Rent any money  required to be paid as such
pursuant to the provisions of this lease,  as well as all other sums of money or
charges required to be paid by Tenant under this Lease,  whether or not the same
shall be designated  "Additional  Rent." If such amounts or charges are not paid
at the time provided in this Lease,  they shall  nevertheless,  if not paid when
due,  be  collectible  as  Additional  Rent  with the next  installment  of Rent
thereafter  falling due hereunder,  but nothing herein contained shall be deemed
to suspend or delay the payment of any amount of money or charge at the time the
same becomes due and payable hereunder, or limit any remedy of Landlord.

                                   ARTICLE IV.
                      PERSONAL GUARANTY & SECURITY DEPOSIT

Section 4.1. Personal Guaranty.
     Tenant agrees to provide the written personal  guaranty of ____________,  ,
its __________ in the amount of $ _______ Dollars,  upon execution of this Lease
Agreement,  said  guaranty to be in full force and effect during the term of the
Lease.  Said guaranty shall be returned by Landlord upon the  termination of the
Lease, after payment of all sums due Landlord.

Section 4.2. Security Deposit.
     Tenant hereby  deposits with Landlord the sum of  $__________ to be held as
security for the full and faithful performance by Tenant of Tenant's obligations
under this Lease and for the  payment of damages to the  demised  Premises.  The
security  deposit shall be returned by Landlord to Tenant at the  termination of
the Lease, after payment of all sums due Landlord.

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                                   ARTICLE V.
              IMPROVEMENTS; ALTERATIONS; RELOCATION; AND RENOVATION

Section 5.1. Mechanic's Lien.
     No work which Landlord permits Tenant to do pursuant to this Lease, whether
in the nature of erection,  construction,  alteration or repair, shall be deemed
to be for the immediate use and benefit of the Landlord so that no mechanic's or
other lien  shall be allowed  against  the estate of  Landlord  by reason of any
consent  given by Landlord to Tenant to improve the  Premises  Tenant  shall pay
promptly  all persons  furnishing  labor or  materials  with respect to any work
performed by Tenant or its contractor on or about the Premises. In the event any
mechanic's  or other lien shall at any time be filed  against  the  Premises  by
reason of work, labor, services or materials performed furnished,  or alleged to
be performed or furnished,  to Tenant or to anyone holding the Premises  through
or under  Tenant,  Tenant shall  forthwith  cause the same to be  discharged  of
record or bonded to the satisfaction of Landlord.  If Tenant shall fail to cause
such lien  forthwith to be so discharged  or bonded after being  notified of the
filing  thereof,  then,  in addition  to any other right or remedy of  Landlord,
Landlord may discharge the same by paying the amount  claimed to be due, and the
amount so paid by Landlord  including  reasonable  attorney's  fees  incurred by
Landlord in procuring the discharge of such lien, together with interest thereon
at the  Default  Rate,  shall  be due and  payable  by  Tenant  to  Landlord  as
Additional Rent.

Section 5.2. Tenant's Trade Fixtures.
     All  trade  fixtures  and  apparatus  (as   distinguished   from  leasehold
improvements)  owned by Tenant and  installed in the  Premises  shall remain the
property  of Tenant,  and shall be  removable  at any time,  including  upon the
expiration of the Term;  provided Tenant shall not at such time be in default of
any terms or  covenants of this Lease;  and  provided  further that Tenant shall
repair any damage to the  Premises  caused by the removal of said  fixtures.  If
Tenant is ill default, Landlord shall have the benefit of any applicable lien on
Tenant's  property  located in or on the Premises as may be permitted  under the
laws of Pennsylvania,  and in the event such lien is asserted by Landlord in any
manner or by operation of law,  Tenant shall not remove or permit the removal of
said property until the lien has been removed and all defaults have been cured.

                                   ARTICLE VI.
                           USE AND OCCUPANCY BY TENANT

Section 6.1. Prompt Occupancy and Use.
     Tenant  shall  occupy the Premises  upon the  commencement  of the Term and
thereafter will  continuously  use the Premises for the Permitted Use and for no
other purpose  whatsoever;  and Tenant further agrees to conduct its business in
the Premises under Tenant's  professional  name or professional name except such
as may be first approved by Landlord in writing;  and Tenant further agrees that
the use is to be for commercial  purposes only and may never be used at any time
for residential or other purposes.

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                                  ARTICLE VII.
                             REPAIRS AND ALTERATIONS

Section 7.1. Repairs To Be Made By Landlord.
     Landlord  agrees that it will make or cause to be made during the term, all
structural  repairs and replacements to exterior walls,  columns and roof of the
Premises.

Section 7.2. Repairs To Be Made By Tenant.
     After  commencement  of the Term,  all repairs to the  Premises  and/or any
installations,  equipment or facilities therein,  shall be made by Tenant at its
expense. Without limiting the generality of the foregoing,  Tenant will keep the
interior of the  Premises,  together  with all  electrical,  plumbing  and other
mechanical  installations  therein  in good  order and  repair and will make all
replacements  from time to time  required  thereto at its own expense;  and will
surrender the Premises at the expiration of the Term or at such other time as it
may vacate the Premises in as good condition as at Commencement Date,  excepting
depreciation  caused by ordinary wear and tear,  damage by Casualty  (other than
such damage by casualty which is caused by the negligence of Tenant, its agents,
concessionaires,  officers, employees,  contractors,  licensees or invitees, and
which is not wholly covered by Landlord's hazard insurance policy),  unavoidable
accident or Act of God. Tenant will not overload the electrical wiring servicing
the Premises,  and will install at its expense any additional  electrical wiring
which may be required  in  connection  with  Tenant's  apparatus.  Any damage or
injury  sustained by any person because of mechanical,  electrical,  plumbing or
any other equipment or installations,  whose maintenance and repair shall be the
responsibility of Tenant shall be paid for by Tenant and. Tenant shall indemnify
and hold  Landlord  harmless from and against all claims,  actions,  damages and
liability in connection therewith,  including, but not limited to attorney's and
other  professional  fees, and any other cost which  Landlord  might  reasonably
incur.

Section 7.3. Damage to Premises.
     Tenant will repair promptly at its expense any damage to the Premises, and,
upon demand,  shall reimburse  Landlord (as Additional Rent) for the cost of the
repair of any  damage of  property  of  Landlord  caused  by  bringing  into the
Premises any property for  Tenant's  use, or by the  installation  or removal of
such  property,  regardless  of fault or by whom  such  damage  shall be  caused
(unless  caused by  Landlord,  its agents,  employees  or  contractors);  and in
default of such repairs by Tenant,  at the  expiration of thirty (30) days after
notice to  Tenant,  Landlord  may make or cause  the same to be made and  Tenant
agrees to pay to Landlord  promptly upon Landlord's  demand,  as Additional Rent
the cost thereof with interest thereon at the Default Rate until paid.

Section 7.4. Alterations by Tenant.
     Tenant may make such  alterations,  renovations or improvements or cause to
be installed such trade fixtures,  floor covering,  interior lighting,  plumbing
fixtures,  or any  other  installations  in, on or to the  Premises  or any part
thereof as are reasonably  necessary for the proper,  efficient,  and attractive
operation of its business. Tenant agrees not to make any structural alterations,
or to allow anything other than incidental  cutting or drilling into any part of
the  Premises  without  Landlord's   approval,   which  approval  shall  not  be
unreasonably withheld.

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Section 7.5. Roof and Walls.
     Landlord shall have the exclusive  right to use all or any part of the roof
of the Premises for any reasonable purpose; to erect additional stories or other
structures over all or any part of the Premises; to erect in connection with the
construction  thereof temporary  scaffolds and other aids to construction on the
exterior of the  Premises,  provided  that access to the  Premises  shall not be
denied;  and to install,  maintain,  use, repair and replace within the Premises
pipes, ducts, conduits, wires and all other mechanical equipment, the same to be
in location  within the  Premises as will not  unreasonably  deny  Tenant's  use
thereof  Landlord  may make any use it  desires of the side or rear walls of the
Premises,  provided  that such use shall not  encroach  on the  interior  of the
Premises.

                                  ARTICLE VIII.
                     OPERATIONS AND MAINTENANCE OF PREMISES

Section 8.1. Operations and Maintenance by Tenant.
     In regard to the use and  occupancy  of the  Premises,  Tenant  will at its
expense:

     (a)  Keep the inside and  outside of all glass in the doors and  windows of
          the Premises clean;

     (b)  Keep  all  exterior  surfaces  of  the  Premises  clean  and  in  good
          condition;

     (c)  Replace  promptly  any cracked or broken  glass of the  Premises  with
          glass of like kind and quality;

     (d)  Keep  any  garbage,  trash,  rubbish  or  other  refuse  in  rat-proof
          containers within the interior of the Premises until removed;

     (e)  Have such  garbage,  trash,  rubbish  and  refuse  removed on a weekly
          basis;

     (f)  Keep all  mechanical  apparatus free of vibration and notice which may
          be transmitted beyond the Premises;

     (g)  Remove all waste in accordance with accepted procedures  pertaining to
          such waste.

Section 8.2. Surrender of Premises.
     At the expiration of the tenancy hereby created, Tenant shall surrender the
in the same  condition as the Premises were upon delivery of possession  thereto
under this Lease,  reasonable  wear and tear and damage by unavoidable  casualty
excepted, and shall surrender all keys for the Premises to Landlord at the place
then fixed for the payment of Rent and shall inform Landlord of all combinations
of locks, safes and vaults, if any, in the Premises.  Tenant shall, if requested
by Landlord, remove all of its trade fixtures and shall repair any damage to the
Premises caused thereby. Tenant's obligation to observe or perform this covenant
shall survive the expiration or other termination of the term of this Lease.


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                                   ARTICLE IX.
                             INSURANCE AND INDEMNITY

Section 9.1. Indemnification of Landlord.
     Tenant shall  indemnify  Landlord and save it harmless from and against any
and all claims,  actions,  damages,  liability  and expense,  including  but not
limited to attorney's and other  professional  fees, in connection with the loss
of life,  personal  injury and/or damage to property  arising from or out of any
occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the
Premises  or any part  thereof,  or  occasioned  wholly or in part by any act or
omission of Tenant, its agents,  contractors,  employees,  servants,  lessees or
concessionaires.  In case Landlord  shall,  without fault on its part, be made a
party to any litigation commenced by or against Tenant, the Tenant shall protect
or hold  Landlord  harmless  and shall pay all costs,  expenses  and  reasonable
attorney's fees incurred or paid by Landlord in connection with such litigation.
Tenant shall also pay all costs,  expenses and reasonable  attorney's  fees that
may be incurred or paid by Landlord in enforcing the covenants and agreements in
this Lease.

Section 9.2. Indemnification of Tenant.
     Landlord shall  indemnify  Tenant and save it harmless from and against any
and all claims,  actions,  damages,  liability  and expense,  including  but not
limited to, attorney's fees and other  professional fees in conjunction with the
loss of life, personal injury and./or damage to property arising from out of any
occurrence  in, upon, or at the  Premises,  or the occupancy or use by Tenant of
the Premises or any part thereof,  or occasioned wholly or in part by any act or
omission of Landlord, its agents, contractors, employees, servants, lessees, and
concessionaires.  In case Tenant  shall,  without  fault on its part,  be made a
party to any  litigation  commenced by or against  Landlord,  the Landlord shall
protect  and  hold  Tenant  harmless  and  shall  pay all  costs,  expenses  and
reasonable  attorney's fees incurred or paid by Landlord in connection with such
litigation.   Landlord  shall  also  pay  all  costs,  expenses  and  reasonable
attorney's  fees  that  may be  incurred  or paid by  Tenant  in  enforcing  the
covenants and agreements in this Lease.

Section 9.3. Landlord Not Responsible for Acts of Others.
     Landlord shall not be responsible or liable to Tenant, or to those claiming
by,  through or under Tenant,  for any loss or damage which may be occasioned by
or through  the acts or  omissions  of persons  occupying  space  adjoining  the
Premises or any part of the Premises adjacent to or connecting with the Premises
or otherwise,  or for any loss or damage resulting by Tenant,  or those claiming
by,  through  or under  Tenant,  or its or  their  property,  from the  breaking
bursting,  stoppage or leaking of electrical  cable and wires,  and water,  gas,
sewer, or steam pipes. To the maximum extent  permitted by law, Tenant agrees to
use and occupy the Premises, at Tenant's own risk.

Section 9.4. Tenant's Insurance.
     At all times after the  execution  of this Lease,  Tenant will take out and
keep in force, at its expense:

     (a)  all-risk  casualty  insurance,  written at replacement  cost value and
          with replacement cost  endorsement,  covering all of Tenant's personal
          property in the Premises  (including,  without limitation,  inventory,


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          trade fixtures, floor covering, furniture and other property removable
          by Tenant  under  the  provisions  of this  Lease)  and all  leasehold
          improvements installed in the Premises by Tenant; and

     (b)  if and to the  extent  required  by  law,  workmen's  compensation  or
          similar insurance in form and amounts required by law.

                                   ARTICLE X.
                                    UTILITIES

Section 10.1. Water, Electricity, Telephone and Sanitary Sewer.
     Landlord  will  provide at points in or near the  Premises  the  facilities
necessary  to enable  Tenant to obtain  for the  premises,  water,  electricity,
telephone  and sanitary  sewer  service.  With regard to sewer  charges,  Tenant
agrees to pay the sum of One and 85/100 ($1.85) per one thousand (1,000) gallons
per month as presently  metered with  automatic  increases  charged from time to
time by the Greater Hazleton Joint Sewer Authority. Tenant agrees to pay any and
all  water  charges  that  may be  imposed  or  assessed  by the  Hazleton  City
Authority-Water  Department for water either for  manufacturing  or otherwise at
rates in effect at the time this Lease is  executed,  or as  thereafter  metered
with  automatic  increases  charged  from  time  to time  by the  Hazleton  City
Authority-Water Department.  Tenant shall pay annually fire alarm inspection and
water  standby  charges of Two ($.02) cents per foot,  with  automatic  increase
charges when rates at increased by the Fire Alarm System  Company  retained from
time to time by the  Landlord,  or when  rates for  water  standby  charges  are
increased by the Hazleton  City  Authority-Water  Department.  When fuel used to
heat the  building  during the  heating  season  (October  15 through  April 15)
exceeds  twenty  percent  (20%),  based  on a  combined  fuel  cost  bill at the
beginning of each heating season and available to Tenant upon Tenant's  request,
Tenant shall pay Tenant's prorata share of that increase based upon ____________
square  feet of gross  leasable  space in the  building.  Landlord,  in its sole
discretion,  may alter  from  time to time the  method  and  source of supply of
electricity  to the Premises and Tenant shall execute and deliver such documents
or  instruments  as Landlord shall deem to be necessary or desirable in order to
effect such  alteration,  so long as the  business  of Tenant is not  materially
disturbed.,  Tenant shall pay all charges for  electricity as billed by Landlord
as additional rent.

                                   ARTICLE XI.
                      FINANCING REQUIREMENTS OF THE PARTIES

Section 11.1. Subordination.
     To the extent that Tenant requires mortgage  financing for its construction
of  leasehold  improvements  on the Premises at any time during the Term of this
Lease, and Tenant is not otherwise in violation of any Term or provision of this
Lease,  Landlord  agrees to  subordinate  its  rights  in and to said  leasehold
improvements  to and in favor of the mortgage of Tenant.  Tenant agrees that, in
consideration of Landlord's  agreement to subordinate,  that it will.  secure in
any such financing,  an affirmative  covenant from its Lender allowing  Landlord
the  opportunity  to cure any  default of Tenant  and  thereafter,  pursue  such
remedies against Tenant under the terms of this Lease.

     To the extent that any mortgagee of Landlord  elects,  such  mortgagee upon
notice to Tenant of the  default of Landlord  shall be entitled to receive  from


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Tenant  all  future  rent  in the  performance  of all of  Tenant's  obligations
hereunder,  whether to cure any default of Landlord of its obligation  under the
mortgage or in  exercise  of its  reversionary  rights  under any such  mortgage
instrument.

Section 11.2. Attornment.
     If any person shall  succeed to all or part of  Landlord's  interest in the
Premises, whether by purchase,  foreclosure, deed in lieu of foreclosure,  power
of sale, termination of Lease, or otherwise,  and if so requested or required by
such  successor in interest,  Tenant shall attorn to such  successor in interest
and shall  execute such  agreement in  confirmation  of such  attornment as such
successor in interest shall reasonably request.

Section 11.3. Execution of Estoppel Certificate.
     At any time and from time to time upon the  written  request of Landlord or
any mortgagee,  Tenant within ten (10) days of the date of such written request,
agrees to execute and deliver to the  Landlord  and/or such  mortgagee,  without
charge and in a form  satisfactory to Landlord and/or such mortgagee,  a written
statement:  (a)  ratifying  this Lease;  (b)  confirming  the  commencement  and
expiration  dates of the term of the Lease;  (c)  certifying  that  Tenant is in
occupancy  of the demised  premises,  and that Lease is in full force and effect
and has not been  modified,  assigned,  supplemented  or amended  except by such
writings as shall be stated;  (d) certifying  that all conditions and agreements
under this Lease to be satisfied or performed by Landlord have been satisfied or
performed  except as shall be stated;  (e)  certifying  that  Landlord is not in
default  under  the  Lease and there are no  defenses  or  offsets  against  the
enforcement of this Lease by Landlord,  or stating the defaults  and/or defenses
claimed by Tenant;  (f) reciting the amounts of rent, if any, paid by Tenant and
the date that such rent has been  paid;  (g)  reciting  the  amount of  security
deposited with Landlord, if any, and (h) any other information which Landlord or
the mortgagee shall require.

                                  ARTICLE XII.
                            ASSIGNMENT AND SUBLETTING

Section 12.1. Landlord's Consent Required.
     Tenant shall not assign this Lease,  in whole or in part, nor sublet all or
any part of the Premises,  nor license concessions or lease departments therein,
without first obtaining the consent of Landlord.  This prohibition  includes any
subletting  or  assignment  which would  otherwise  occur by  operation  of law,
merger,  consolidation,  reorganization,  transfer  or other  change of Tenant's
corporation or proprietary structure,  or an assignment or subletting to or by a
receiver  or trustee in any  Federal or state  bankruptcy  insolvency,  or other
proceedings.  Consent by  Landlord to any  assignment  of  subletting  shall not
constitute  a waiver  of the  requirement  for such  consent  to any  subsequent
assignment of subletting.

Section 12.2. Acceptance of Rent from Transferee.
     The  acceptance by Landlord of the payment of Rent following any assignment
or other transfer prohibited by this Article shall not be deemed to be a consent
by Landlord to any such  assignment  or such  assignment  or other  transfer nor
shall the same be  deemed  to be a waiver  of any  right or  remedy of  Landlord
hereunder.


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<PAGE>

                                  ARTICLE XIII.
                             DAMAGE AND DESTRUCTION

Section 13.1. Landlord's Obligation to Repair and Reconstruct.
     If the Premises shall be damaged by fire,  the elements,  accident or other
casualty (any of such causes being referred to herein as "a Casualty"),  but the
Premises  shall  not be  thereby  rendered  wholly  or  partially  untenantable,
Landlord  shall  promptly cause such damage to be repaired and there shall be no
abatement of Rent.  If, as a result of Casualty,  the Premises shall be rendered
wholly or partially  untenantable,  then,  subject to the  provisions of Section
16.2  Landlord  shall cause such damage to be repaired  and all Rent (other than
any Additional Rent due Landlord by reason of Tenant's failure to perform any of
its obligations  hereunder) shall be abated proportionately as to the portion of
the Premises rendered  untenantable  during the period of such  untenantability.
Landlord's  obligation  to repair  shall be limited to the  construction  of the
structure,  demising  walls,  roof,  slab and  utility  services  as  originally
provided.  Landlord shall not be liable for interruption to Tenant's business or
for damage to or replacement or repair of Tenant's personal property (including,
without limitation,  inventory,  trade fixtures,  floor covering,  furniture and
other property  removable by Tenant under the provisions of this Lease or to any
leasehold  improvements installed in the Premises by Tenant all of Which damage,
replacement or repair shall be undertaken and completed by Tenant promptly.

Section 13.2. Landlord's Option to Terminate Lease.
     If the Premises are (a) rendered wholly  untenantable,  or (b) damaged as a
result of arty cause which is not covered by Landlord's insurance or (c) damaged
or destroyed in whole or in part during the last one (1) year of the Term, or if
Landlord's  Building is damaged to the extent of  twenty-five  percent  (25%) or
more of the Gross  Leasable Area thereof,  then in any of such events,  Landlord
may elect to terminate  this Lease by giving to Tenant  notice of such  election
within thirty (30) days after the  occurrence  of such event.  If such notice is
given,  the rights and  obligations of the parties shall cease as of the date of
such notice,  and Rent (other than any Additional Rent due Landlord by reason of
Tenant's failure to perform any of its obligations  hereunder) shall be adjusted
as of the date of such termination.

Section 13.3. Demolition of Landlord's Building.

     If  Landlord's  Building  shall  be so  substantially  damaged  that  it is
reasonably necessary,  in Landlord's judgment, to demolish such Building for the
purpose of  reconstruction,  Landlord  may  demolish the same in which event the
Rent  shall be  abated  to the same  extent  as if the  Premises  were  rendered
untenantable by a Casualty.

                                  ARTICLE XIV.
                                DEFAULT OF TENANT

Section 14.1. Events of Default.
     Any one or more of the  following  events  shall  constitute  an  "Event of
Default":

     (1)  if Tenant fails to pay any Rent,  Additional  Rent or any other sum of
          money due  hereunder  within  thirty (30) days after the same shall be
          due; or


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<PAGE>

     (2)  if Tenant  fails  fully and  faithfully  to  perform  any of the other
          covenants of this Lease on Tenant's part to be performed hereunder and
          such failure shall continue for the period within which performance is
          required to be made by specific provision of this Lease or, if no such
          period is so  provided,  for twenty (20) days after the date of notice
          from Landlord to Tenant specifying the nature of said default,  or, if
          the  default  so  specified  shall be of such a  nature  that the same
          cannot be  reasonably  cured for remedied  within said twenty (20) day
          period, if Tenant shall not in good faith have commenced the curing or
          remedying of such default within such twenty (20) day period and shall
          not thereafter diligently proceed therewith to completion; or

     (3)  if by  order  of  court  of  competent  jurisdiction,  a  receiver  or
          liquidator or trustee of Tenant or any guarantor of this Lease,  or of
          any of its  property,  shall be  appointed  and  shall  not have  been
          discharged  within ninety (90) days,  provided Tenant is in compliance
          with the other Terms and provisions of this Lease Agreement,  or if by
          decree of a court of competent jurisdiction Tenant or any such grantor
          shall be  adjudicated  bankrupt or  insolvent,  or any of its property
          shall have been  sequestered,  and such  decree  shall have  continued
          undischarged  and  unstayed  for  thirty  (30)  days  after  the entry
          thereof, or if any proceedings under the Federal Bankruptcy Act or any
          similar statute applicable to Tenant or any such guarantor,  as nor or
          hereafter in effect,  shall be  instituted  by or against it and shall
          not be  dismissed  within  thirty (30) days after such  filing,  or if
          Tenant or any such guarantor  shall  institute any such  proceeding or
          shall consent to the  institution  of any such  proceeding  against it
          under any such law, or if Tenant or any such  guarantor  shall consent
          to the  appointment of a receiver or liquidator or trustee of it or of
          all or any part of its property, or

     (4)  if Tenant shall admit in writing its  inability to pay debts when due;
          or

     (5)  if Tenant shall have  abandoned  the Premises or suffers this Lease to
          be taken under any writ of execution or similar legal process; or

     (6)  if Tenant  shall fail to  continuously  use and occupy the Premises as
          required by this Lease; or

     (7)  if  there  shall  be  recorded  against  Tenant  a lien by any  taxing
          authority  (including by way of example  and/or by way of  limitation,
          the  Internal  Revenue  Service  Pennsylvania  Department  of Revenue,
          Pennsylvania  Unemployment  Compensation  Fund  or  any  municipal  or
          township  authority)  in a slim in excess of One  Hundred  and  no/100
          ($100.00)  Dollars,  or a judgment  by any party in an amount  greater
          than One  Thousand  and no/100  ($1,000.00)  Dollars  and such lien or
          judgment shall not have been satisfied, discharged, appealed or bonded
          over within ninety (90) days following entry of said lien or judgment.

Section 14.2. Additional Remedies of Landlord.
     (a)  Upon the  occurrence  of any  Event of  Default,  and  whether  or not
          Landlord elects to re-enter, as herein provided, or to take possession


                                       10
<PAGE>

          pursuant to legal  proceedings  or to any notice  provided for by law,
          Landlord may either  terminate  this Lease or it may from time to time
          without  terminating this Lease,  make such alterations and repairs as
          may be  necessary  in order to relet  the  Premises,  and  relet  said
          Premises or any part thereof upon such term or terms (which may be for
          a term extending  beyond the term of this Lease) and at such rental or
          rentals  and upon such other terms and  conditions  as Landlord in its
          sole  discretion  may deem  advisable;  upon each such  reletting  all
          rentals  received by Landlord  from such  reletting  shall be applied,
          first,  to the  payment  of  any  indebtedness  other  than  Rent  due
          hereunder from Tenant to Landlord; second, to the payment of any costs
          and  expenses  of  such  reletting,   including   brokerage  fees  and
          attorney's fees and costs of such  alterations and repairs;  third, to
          the payment of Rent due and unpaid hereunder, and the balance, if any,
          shall be held by Landlord and applied in payment of future Rent as the
          same may become due and payable  hereunder.  If such  rental  received
          from  such  reletting  during  any  month be less than that to be paid
          during  that  month by  Tenant  hereunder,  Tenant  shall pay any such
          deficiency to Landlord.  Such deficiency  shall be calculated and paid
          monthly.  No such  reentry or taking  possession  of said  Premises by
          Landlord  shall be  construed  as an election on its part to terminate
          this  Lease  unless a  written  notice of such  intention  be given to
          Tenant or unless  the  termination  thereof  be  decreed by a court of
          competent  jurisdiction.  Notwithstanding  any such reletting  without
          termination.,  Landlord may at any time thereafter  elect to terminate
          this Lease for such previous breach.

               Should  Landlord at any time terminate this Lease for any breach,
          in addition to any other  remedies  it may have,  it may recover  from
          Tenant all  damages it may incur by reason of such  breach,  including
          the cost of recovering the Premises,  reasonable  attorney's fees, and
          the worth at the time of such  termination  of the excess,  if any, of
          the amount of Rent for the  remainder of the stated term over the then
          reasonable  rental  value of the  Premises  for the  remainder  of the
          stated term, all of which amounts shall be immediately due and payable
          from  Tenant to  Landlord.  In  determining  the Rent  which  would be
          payable by Tenant  hereunder,  subsequent to default,  the annual Rent
          for each year of the  unexpired  terms  shall be equal to the  average
          Rent paid by Tenant from the Commencement Date to the time of default,
          or during the  proceeding  three (3) full  calendar  years,  whichever
          period is shorter.

     (b)  In the  event of a breach or a  threatened  breach by Tenant of any of
          the covenants or provisions  hereof,  Landlord shall have the right of
          injunction  and the right to invoke  any  remedy  allowed at law or in
          equity as if re-entry, summary proceedings and other remedies were not
          herein  provided for.  Mention in this Lease of any particular  remedy
          shall not preclude  Landlord from any other remedies under this Lease,
          now or hereafter existing at law or in equity or by statute.

     (c)  Tenant hereby  expressly  waives the service of notice of intention to
          re-enter or to institute legal proceedings to that end and any and all
          rights of redemption granted by or under any present or future laws in
          the event of Tenant being evicted or dispossessed for any cause, or in


                                       11
<PAGE>

          the event of Landlord  obtaining  possession of the Premises by reason
          of the violation by Tenant of any of the  covenants and  conditions of
          this Lease or otherwise.  The words  "re-enter" and "re-entry" as used
          in this Lease are not restricted to other technical legal meaning.

Section 14.3. Confessions of Judgment.
     WARNING - BY SIGNING  THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
     TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
     WITHOUT  YOUR  PRIOR  KNOWLEDGE  AND THE  POWERS  OF A COURT CAN BE USED TO
     COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE SELLER.

     (a)  Upon the  occurrence  of any  Event of  Default  which is not cured by
          Tenant  within  the  period of time  provided  herein,  Tenant  hereby
          empowers  any  Prothonotary  or any  attorney  of any  court of record
          within the United  States or  elsewhere  to appear  for  Tenant,  with
          declaration  filed,  and confess  judgment  against Tenant in favor of
          Landlord,  its  successors  and  assigns,  as of  any  term,  for  any
          determined  amount to which  Landlord  would be  entitled  as damages,
          under any of the  provisions  herein  including also an attorney's fee
          for collection of the same of five percent (5%) of the total amount of
          such damages,  together  with costs of suit,  and Tenant hereby waives
          all errors,  defects and imperfections in entering said judgment or in
          any writ,  process  of  proceeding  thereon  or thereto or in any wise
          touching or concerning  the same;  and for the confession and entry of
          such judgment,  this Lease or a true and correct copy thereof shall be
          sufficient  warrant and authority.  The authority and power  contained
          herein shall not be exhausted  by one exercise  thereof,  but judgment
          may be confessed  as  aforesaid  time to time and as often there is an
          occurrence  of any  Event of  Default  which is not cured by Tenant as
          provided  herein;  and  furthermore  such  authority  and power may be
          exercised  during  the  original  term and any  extension  or  renewal
          thereof,  or after the  expiration or earlier  termination of the term
          hereof.

     (b)  When this  Lease  shall be  terminated  or  canceled  by reason of the
          breach of any  provision  hereof,  either  during the original term of
          this Lease, any renewal  thereof,  and also as soon as the term hereby
          created or any renewal thereof shall have expired,  it shall be lawful
          for any attorney  for Tenant to file an agreement  for entering in any
          court of competent  jurisdiction  an amicable action and confession of
          judgment in ejectment  against  Tenant and all persons  claiming under
          Tenant for the recovery by Landlord of  possession of the Premises for
          which this Lease or a true or correct copy thereof shall be sufficient
          warrant  whereupon,  if Landlord so desires,  a writ of possession may
          issue forthwith,  without any prior writ or proceeding  whatsoever and
          provided  that if for arty reason  after such  action  shall have been
          commenced the same shall be terminated and possession remain in and be
          restored to Tenant,  Landlord shall have the right upon any subsequent
          default or defaults,  or upon the  termination or cancellation of this
          Lease as hereinbefore  set forth, to bring one or more amicable action
          or  actions  as  hereinbefore  set  forth  to  recover  possession  as
          aforesaid.


                                       12
<PAGE>

Section 14.4. Waiver of Trial by Jury and Counterclaims.
     The  parties  hereto  shall and they do hereby  waive  trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against  the  other  on any  matters  whatsoever  arising  out of or in any  way
connected with this lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises,  and/or  proceedings  for the non-payment of Rent,
Tenant will not interpose any  counterclaim of whatever nature or description in
any such  proceedings.  This shall not,  however,  be  construed  as a waiver of
Tenant's right to assert such claims in any separate  action or actions  brought
by Tenant.

Section 14.5.     Waiver of Right of Redemption.
         Tenant hereby expressly waives any and all rights of redemption granted
by or under arty present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of
the Premises, by reason of the violation by Tenant of any of the covenants or
conditions of this lease, or otherwise.

Section 14.6. Additional Waivers.
     Tenant expressly waives:

     (a)  The benefit of all laws, now or  hereinafter  in force,  exempting any
          goods on the Premises, or elsewhere,  from distraint,  levy or sale in
          any legal  proceedings  taken by Landlord to enforce any rights  under
          this Lease;

     (b)  The  benefit  of all  laws now made or  which  may  hereafter  be made
          regarding  any  limitation  as to the goods  upon  which,  or the time
          within which,  distress is to tie made after the removal of goods, and
          further relieves  Landlord of the obligation of proving or identifying
          such goods,  it being the purpose and.  intent of this  provision that
          all goods of  Tenant,  whether  upon the  Premises  or not,  shall tie
          liable to distress for Rent;

     (c)  The right to issue a writ of  replevin  for the  recovery of any goods
          seized under a distress  for Rent or levy upon an execution  for Rent,
          damages or otherwise;

     (d)  The right to delay  execution  on any real  estate  that may be levied
          upon to collect  any  amount  which may become due under the terms and
          conditions of this Lease and any right to have the same appraised, and
          Tenant  authorizes  any  Prothonotary  or  clerk  to  enter  a writ of
          execution or other process upon Tenant's  voluntary waiver and further
          agrees  that said real  estate may be sold on a writ of  execution  or
          other process;

     (e)  All  rights  under  the  Landlord  and  Tenant  Act of  1951,  and all
          supplements and amendments thereto, hereby authorizing the sale of any
          goods  distrained  for Rent at any time  after ten (10) days from said
          distraint without any appraisement and condemnation thereof, and


                                       13
<PAGE>

Section 14.7. Rights and Obligations under the Bankruptcy Code.
     The  following  shall be in addition to and not in  abrogation of any other
legal or equitable right or remedy which Landlord may have;

     (a)  Upon  the  filing  of a  petition  by  or  against  Tenant  under  the
          Bankruptcy Code,  Tenant,  as debtor and as debtor in possession,  and
          any trustee who may be appointed agree as follows: (i) to perform each
          and every  obligation  of Tenant  under this Lease  until such time as
          this Lease is either rejected or assumed by order of the United States
          Bankruptcy  Court;  and (ii) to pay  monthly  in  advance on the first
          (1st)  day of  each  month  as  reasonable  compensation  for  use and
          occupancy of the  Premises an amount  equal to all Rent;  and (iii) to
          reject or assume this Lease  within  ninety (90) days of the filing of
          such petition under the Bankruptcy  Code; and (iv) to give Landlord at
          least sixty (60) days prior written notice of any proceeding  relating
          to any  assumption of this Lease;  and (v) to give at least sixty (60)
          days prior written notice of any  abandonment of the Premises and such
          abandonment to be deemed a rejection of this Lease; and (vi) to do all
          other  things of  benefit to  Landlord  otherwise  required  under the
          Bankruptcy Code; and (vii) to be deemed to have rejected this Lease in
          the event of the failure to comply  with any of the above;  and (viii)
          to have  consented to the entry of an order by an  appropriate  United
          States Bankruptcy Court providing all of the above, waiving notice and
          hearing of the entry of same.

     (b)  No default of this Lease by Tenant,  either prior to or  subsequent to
          the filing :)f such a  petition,  shall be deemed to have been  waived
          unless expressly done so in writing by Landlord.

     (c)  It is  understood  and agreed that this is a Lease of  non-residential
          real  property  as such a Lease is  described  or  referred  to in the
          Bankruptcy Code.

     (d)  Included within and in addition to any other conditions or obligations
          imposed upon Tenant or its successor in the event of assumption and/or
          assignment  are the following:  (i) the cure of any monetary  defaults
          and the  reimbursement  of pecuniary  loss within not more than thirty
          (30) days of assumption and/or assignment;  and (ii) the deposit of an
          additional  sum equal to three (3) months' Rent;  and (iii) the use of
          the  Premises as set forth in this Lease;  and (iv) the prior  written
          consent of any  mortgagee  to which this  Lease has been  assigned  as
          collateral  security;  and (v) the  Premises,  at all times,  remain a
          single  store and no  physical  changes of any kind may be made to the
          Premises unless in compliance  with the applicable  provisions of this
          Lease.

                                   ARTICLE XV.
                               ACCESS BY LANDLORD

Section 15.1. Right of Entry.
     Landlord or Landlord's agents shall have the right to enter the Premises at
all times to  examine  the same and to show them to  prospective  purchasers  or
tenants of the building, and to make such repairs, alterations,  improvements or
additions as Landlord may deem  necessary or  desirable,  and Landlord  shall be


                                       14
<PAGE>

allowed to take all material  into and upon said  Premises  that may be required
therefor  without the same  constituting  an eviction of Tenant,  in whole or in
part,  and the Rent  reserved  shall be in no wise  abated  while said  repairs,
alternations,  improvements  or additions  are being made,  by reason of loss or
interruption  of business of Tenant,  or otherwise.  During the three (3) months
prior to the  expiration  of the term of this Lease or any renewal term thereof,
Landlord  may exhibit the Premises to  prospective  tenants or  purchasers,  and
place upon the  Premises  the usual  notices "To Let," "For Rent" or "For Sale,"
which  notices  Tenant shall permit to remain  thereon  without  molestation  or
protest.  If Tenant shall not be personally  present to open and permit an entry
into said  Premises  at any time when,  for any  reason,  including  notice from
Police or Fire of the  necessity of access,  entry therein shall be necessary or
permissible,  by  Landlord  or  Landlord's  agents  may be  made  by any  means,
including  forcibly entering the same, without rendering Landlord or such agents
liable  therefor,  and  without  in any manner  affecting  the  obligations  and
covenants   of  this  Lease.   This   emergency   access   shall  be   available
notwithstanding  the violation of any security system that has been installed by
Tenant.  Nothing  herein  contained,  however,  shall be deemed or  construed to
impose upon landlord any obligation,  responsibility or liability whatsoever for
the care,  maintenance or repair of the building or any part thereof,  except as
otherwise herein specifically provided.

Section 15.2. Excavation.
     If an excavation shall be made upon land adjacent to the Premises, or shall
be  authorized  to be  made,  Tenant  shall  afford  to the  person  causing  or
authorized to cause such  excavation  license to enter upon the Premises for the
purpose of doing such work as Landlord shall deem necessary to preserve the wall
or the building of which the  Premises  form a part from injury or damage and to
support  the same by  proper  foundations,  without  any claim  for  damages  or
indemnification against Landlord or diminution or abatement of Rent.

                                  ARTICLE XVI.
                                TENANT'S PROPERTY

Section 16.1. Taxes on Leasehold.
     Tenant shall be responsible for and shall pay before  delinquency all city,
county  or state  taxes  assessed  during  the term of this  Lease  against  any
leasehold interest or personal property of any kind, owned by or placed in, upon
or about the Premises by Tenant.

Section 16.2. Loss and Damage.
     Landlord shall not be responsible  for any damage to the property of Tenant
or of  others  located  on the  Premises,  nor for the loss of or  damage to any
property of Tenant or of other by theft or  otherwise,  unless caused by acts or
omissions of Landlord.  Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity,  water, rain or snow or leaks from any part of the Premises or from
the pipes,  appliances or plumbing works or from the roof, street or sub-surface
or from  any  other  place  or by  dampness  or by any  other  cause  or  nature
whatsoever.  Landlord  shill not be liable for any such  damage  caused by other
persons in the  Premises,  occupants  of adjacent  property,  or the public,  or
caused by  operations in  construction  of any private,  public or  quasi-public
work.


                                       15
<PAGE>

Section 16.3. Notice by Tenant.
     Tenant shall give immediate  notice to Landlord in case of fire or accident
in the  Premises or in the  building  of which the  Premises  are a part,  or of
defects therein or in any fixtures or equipment.

                                  ARTICLE XVII.
                                     NOTICES

Section 17.1. Sending of Notices.
     Any notice,  request,  demand,  approval or consent given or required to be
given  under  this Lease  shall be in  writing  and shall be deemed to have been
given on the third (3rd) day following the day on which the same shall have been
mailed by United States registered or certified mail, return receipt  requested,
with all postal  charges  prepaid,  addressed,  if  intended  for  Landlord,  to
Landlord,  I 00 East  Diamond  Avenue,  Hazleton,  PA 18201 or, if intended  for
Tenant, to Tenant, Armitec Inc. (owner) and Jack Young Inc. Either party may, at
any time,  change its address for the above  purposes by sending a notice to the
other party stating the change and setting forth the new address.

Section 17.2. Notice to Mortgagees.
     If any  Mortgagee  shall notify  Tenant that it is the holder of a Mortgage
affecting the Premises,  no notice,  request or demand thereafter sent by Tenant
to Landlord shall be effective unless and until a copy of the same shall also be
sent to such Mortgagee to such address as such Mortgagee shall designate.

                                 ARTICLE XVIII.
                                  MISCELLANEOUS

Section 18.1. Excuse of Landlord's Performance.
     Anything in this Agreement to the contrary notwithstanding,  providing such
cause is not due to the willful act or gross neglect of Landlord, Landlord shall
not  deem in  default  with  respect  to the  performance  of any of the  terms,
covenants  and  conditions of this Lease if the same shall be due to any strike,
lock-out, civil commotion, war-like operation, invasion, rebellion, hostilities,
military or usurped  power,  sabotage,  governmental  regulations  or  controls,
inability to obtain any material,  service or  financing,  through act of God or
other cause beyond the control of Landlord.

Section 18.2. Excuse of Tenant's Performance.
     Anything in this Agreement to the contract notwithstanding,  providing such
cause is not due to the willful act or gross neglect of Tenant, Tenant shall not
be deemed in  default  with  respect  to the  performance  of any of the  terms,
covenants  and  conditions of this Lease if the same shall be due in any strike,
lock-out, civil commotion, war-like operation, invasion, rebellion, hostilities,
military or usurped  power,  sabotage,  governmental  regulations;  or controls,
inability to obtain any material,  service or  financing,  through act of God or
other cause beyond the control of Tenant.


                                       16
<PAGE>

Section 18.3. Recording.
     Tenant shall not record this Lease without the written consent of Landlord,
and any  attempt on  Tenant's  part to do so without  Landlord's  consent  first
obtained in writing  shall  constitute  an immediate  Event of Default by Tenant
hereunder,  entitling  Landlord to pursue any and all the remedies  available to
Landlord in such event.

Section 18.4. Memorandum of Lease.
     The parties hereby agree that, upon the request of either party,  each will
execute,  acknowledge  and deliver a short form or  memorandum  of this Lease in
recordable form.  Recording,  filing and like charges and any stamp,  charge for
recording, transfer or other tax shall be paid by the party requesting execution
of the same.

Section 18.5. Remedies Cumulative.
     No reference to any specific right or remedy shall  preclude  Landlord from
exercising  any other right or from having any other remedy or from  maintaining
any action to which it ma, otherwise be entitled at law or in equity. No failure
by  Landlord  to insist  upon the strict  performance  of any  agreement,  term,
covenant or condition hereof, or to exercise any right or remedy consequent upon
a  breach  thereof,  and no  acceptance  of  full or  partial  rent  during  the
continuance  of any such breach,  shall  constitute a waiver of any such breach,
agreement,  term, covenant or condition.  No waiver by Landlord of any breach by
Tenant under this Lease shall affect or alter this Lease in any way whatsoever.

Section 18.6. Successors and Assigns.
     This Lease and the covenants and conditions herein contained shall inure to
the benefit of and be binding upon Landlord,  its  successors  and assigns,  and
shall be binding upon Tenant, its successors and assigns and shall insure to the
benefit of Tenant and only such assigns of Tenant to whom the assignment of this
Lease by  Tenant  has been  consented  to by  Landlord.  Upon ally sale or other
transfer by Landlord of its interest in the Premises,  Landlord shall be relived
of any obligation under this Lease occurring thereafter.

Section 18.7. Compliance with Laws and Regulations.
     Tenant, at its sole cost and expense, shall comply with and shall cause the
Premises to comply with (a) all  federal,  state,  county,  municipal  and other
governmental statutes, laws, rules, orders, regulations and ordinances affecting
the  Premises or any part  thereof,  or the use thereof,  including  those which
require  the making of any  structural,  unforeseen  or  extraordinary  changes,
whether or not any such statutes, laws, rules, orders, regulations or ordinances
which  may be  hereafter  enacted  involve a change of policy on the part of the
governmental  body enacting the same, and (b) all rules,  orders and regulations
of the National Board of Fire  Underwriters of Landlord's fire insurance  rating
organization or other bodies exercising similar functions in connection with the
prevention of fire or the correction of hazardous condition,  which apply to the
Premises.

Section 18.8. Broker's Commission.
     Each of the parties  represents  and warrants  that there are no claims for
brokerage  commissions or finder's fees in connection with the execution of this
Lease, and agrees to indemnify the other against, and hold it harmless from, all
liability arising from an, such claim including, without limitation, the cost of
counsel fees in connection therewith.


                                       17
<PAGE>

Section 18.9. Accord and Satisfaction.
     No payment by Tenant or receipt by  Landlord  of a lesser  amount  that the
monthly  Rent herein  stipulated  shall be deemed to be other than on account of
the earliest  stipulated  Rent,  nor shall any  endorsement  or statement on any
check or any  letter  accompanying  any  check or  payment  as Rent be deemed an
accord and  satisfaction,  and  Landlord's  right to recover the balance of such
Rent or pursue any other remedy in this Lease provided.

Section 18.10. No Joint Venture.
     Any intention to create a joint venture or partnership relation between the
parties hereto is hereby expressly disclaimed.

Section 18.11. No Modification.
     This  writing is  intended by the  Parties as a final  expression  of their
agreement and as a complete and exclusive  statement of the terms  thereof,  all
negotiations,  considerations,  and  representations  between the parties having
been  incorporated  herein.  No course of prior dealings  between the parties or
their officers, employees, agents and affiliates shall be relevant or admissible
to supplement, explain or vary any of the terms of this Lease. Acceptance of, or
acquiescence  in, a course  of  performance  rendered  under  this or any  prior
agreement  between  the  parties or their  affiliates  shall not be  relevant or
admissible  to  determine  the  meaning  of any of the terms of this  Lease.  No
representations,  understandings  or agreements have been made or relied upon in
the making of this Lease other than those  specifically  set forth herein.  This
Lease can be modified  only by a writing  signed by the party  against  whom the
modification is enforceable.

Section 18.12. Severability.
     If any term or provision,  or any portion  thereof,  of this Lease,  or the
application  thereof to any person or  circumstances  shall,  to any extent,  be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such term,  covenant or condition to person or circumstances other than those as
to which it is held invalid or unenforceable shall not be affected and each term
covenant and  condition of this Lease shall be valid and enforced to the fullest
extent permitted by law. Furthermore, each covenant,  agreement,  obligation and
other provision  contained in this Lease is, and shall be deemed and construed a
separate and independent  covenant of the party bound by,  undertaking or making
the  same,  and not  dependent  on any other  provisions  of this  Lease  unless
expressly so provided.

Section 18.13. Third Party Beneficiary.
     Nothing contained in this Lease shall be construed so as to confer upon any
other  party the rights of a third party  beneficiary  except  rights  contained
herein for the benefit of the Mortgagee.

Section 18.14. Corporate Tenants.
     The persons  executing  this Lease on behalf of Tenant hereby  covenant and
warrant that: Tenant is duly constituted corporation qualified to do business in
Pennsylvania; all Tenant's franchise and corporate taxes have been paid to date;
all future  forms,  reports,  fees and other  documents  necessary for Tenant to
comply with  applicable laws will be filed by `Tenant when due; and such persons
are duly  authorized  by the Board of Directors of such of such  corporation  to
execute and deliver this Lease on behalf of the corporation.


                                       18
<PAGE>

Section 18.15. Applicable Law.
     This Lease and the rights and obligations of the parties hereunder shall be
construed in accordance with the laws of the state of Pennsylvania.

Section 18.16. Performance of Landlord's Obligations by Mortgagee.
     Tenant shall accept performance of any of Landlord's  obligations hereunder
by any Mortgagee.

Section 18.17. Limitation of Liability.
     Anything   contained  in  any  provision  of  the  Lease  to  the  contrary
notwithstanding,  if Landlord  defaults in any  covenant  or  undertaking  to be
performed by Landlord  hereunder,  neither Tenant nor any person claiming under,
by or through  Tenant  shall be  entitled  to take any action to procure a money
judgment  in  personam  against  (a) any person or entity who is a  shareholder,
officer or employee in Landlord,  or (b) any of the  respective  successors  and
assigns, heirs or personal  representatives of such person or entity;  provided,
that nothing in the provisions of this Section 18.17 shall be deemed to alter or
impair the  enforceability  of rights and  remedies of the Tenant and any person
claiming  under,  by or through  Tenant  hereunder or under any such  provisions
against  the  Landlord  itself,  except  that any such money  judgment  obtained
against Landlord may be executed only against the Landlord and Landlord's equity
interest in the Premises or Landlord's  Building and not against (a) any general
partner in Landlord, (b) any of the respective heirs, personal  representatives,
successors and assigns of any such general partner,  or (c) any of the assets of
any such general partner or of their respective heirs, personal representatives,
successors and assigns.

     IN WITNESS  WHEREAS,  the parties have hereto intending to be legally bound
hereby having executed this Lease as of the day and year first above written.

Section 2.2. Renewal
--------------------

1/l/2004 - 12/31/2004        $112,520.04       $9,376.67/mo.       $1.94/sq. ft.
1/l/2005 - 12/31/2005        $114,840.00       $9,570.00/mo.       $1.98/sq. ft.
1/l/2006 - 12/31/2006        $118,320.00       $9,860.00/mo.       $2.04/sq. ft,

Section 3.1 Rent Payable
------------------------

Tenant agrees to pay $40,000 in back rent at date of lease  commencement  and in
addition to monthly rent of $8,941.67,  will pay $5,740.93 per month toward back
rent for a total of  $14,682.60/month.  Payments  of  $14,682.60  will  continue
monthly until the total of  $177,782.33  in back rent is paid in full. If at any
time  during  the term of this lease a payment is  missed,  unless  agreed  upon
between landlord and tenant, eviction procedures will be started.


                                       19
<PAGE>



                           ACKNOWLEDGMENT OF LANDLORD



COMMONWEALTH OF PENNSYLVANIA      :
                                  : ss.
COUNTY OF LUZERNE                 :



     ON THIS, the ____ day of ____________,  ____, before me, a Notary Public in
and  for  said  county,   personally  appeared   ________________________,   who
acknowledged  himself to be the  ____________ of Sargent  Realty,  a division of
Sargent Art, Inc., and that he as such  ____________  being authorized to do so,
executed the foregoing  instrument for the purposes therein contained by signing
the name of Sargent  Realty,  a  division  of Sargent  Art,  Inc.  by himself as
____________. WITNESS my hand and official seal the day and year aforesaid.


                                                    ____________________________
                                                    Notary Public





(Seal)



My Commission Expires:


<PAGE>

                            ACKNOWLEDGMENT OF TENANT



COMMONWEALTH OF PENNSYLVANIA        :
                                    : ss.
COUNTY OF LUZERNE                   :



     ON THIS, the ____ day of ____________,  ____, before me, a Notary Public in
and  for  said  county,   personally  appeared   ________________________,   who
acknowledged himself to be the ____________ of ________________________ and that
he as such  ____________,  being  authorized  to do so,  executed the  foregoing
instrument  for  the  purposes   therein   contained  by  signing  the  name  of
________________________  by himself as.  WITNESS my hand and official  seal the
day and year aforesaid.


                                                   _____________________________
                                                   Notary Public





(Seal)



My Commission Expires: