EXHIBIT 10.16

                                ESCROW AGREEMENT


     This ESCROW AGREEMENT (this "Agreement") is made and entered into as of the
day of _________,  2002 (the  "Effective  Date") by and among  ARMITEC,  INC., a
Delaware  corporation  (the  "Company"or  "Armitec"),  JACK YOUNG, an individual
resident of the State of Pennsylvania (the  "Shareholder")  and Endless Mountain
Abstract ("Escrow Agent").

                                   WITNESSETH:

     WHEREAS,  Jack Young Associates,  Inc. ("Jack Young Associates"),  a wholly
owned subsidiary of Armitec, the Shareholder,  and Pocono Knits, Inc. ("Pocono")
have entered into that certain Asset Purchase  Agreement,  dated as of March 15,
2002, as amended by the First Amendment to Asset Purchase Agreement of even date
herewith  (collectively,  the "Asset  Purchase  Agreement"),  whereby Jack Young
Associates  is  purchasing  all of the  assets  of Pocono  in  exchange  for the
assumption  of all of the  Assumed  Obligations  as such term is  defined in the
Asset Purchase Agreement;

     WHEREAS,  in order to induce Pocono and the  Shareholder  to enter into the
Asset Purchase Agreement, the Company has agreed to pledge all of the issued and
outstanding  shares of Jack Young  Associates to the  Shareholder  to secure the
performance by Jack Young  Associates of its  obligations in connection with the
Obligations (as such term is defined in the Stock Pledge  Agreement of even date
herewith, hereinafter the "Obligations") (the "Pledged Shares"); and

     WHEREAS,  the Company and the Shareholder wish for the Escrow Agent to hold
certain certificates representing the Pledged Shares (the "Escrowed Shares"), to
be held in escrow until the Escrow Agent receives a written notice,  with a copy
to the other party,  directing  the Escrow Agent to return the Escrow  Shares to
the Company or transfer the Escrow Shares to the Shareholder (the "Notice"); and

     WHEREAS,  the parties  hereto wish to specify the terms and  conditions for
the release of the Escrowed Shares.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained in this Agreement, the parties agree as follows:

     1.   Terms of the Escrow.  The parties  hereby agree to establish an escrow
account  with the Escrow  Agent  whereby  the Escrow  Agent  shall hold  certain
certificates  representing the Escrowed Shares, and duly executed instruments of
transfer or assignment in blank,  all in form and substance  satisfactory to the
Shareholder (the "Transfer  Documents").  The Company will deliver to the Escrow
Agent,  within three (3) days following the Effective  Date, the Escrowed Shares
and the Transfer Documents.

<PAGE>

     2.   Term.  The term of this  Agreement  shall  commence on the date of the
execution of this  Agreement and shall  continue  until the Escrowed  Shares are
returned to the Company or are transferred to the Shareholder.

     3.   Release of Escrow Shares.

          (a)  Conditions.

               (i)  The Escrow  Agent  shall  return  the  Escrow  Shares to the
          Company   within  five  (5)  days  after  receipt  of  Notice  of  the
          satisfaction of either of the following conditions by the Company:

                    (A)  the satisfaction in full of the Obligations; or

                    (B)  the  receipt  by  the   Shareholder  of  a  release  of
               liability from all of the Obligations.

               (ii) The Escrow  Agent shall  transfer  the Escrow  Shares to the
          Shareholder  within  five (5) days  after  receipt  of  Notice  of the
          failure of the Company to pay any of the Obligations,  as and when the
          same shall  become due and payable and after  taking into  account any
          applicable cure periods.

          (b)  Escrow Dispute.  If the Escrow Agent receives a notice of dispute
     by the other party (the "Escrow  Dispute") within such five (5) day period,
     the Escrow  Agent shall  notify the  parties to that  effect  (the  "Escrow
     Agent's  Notice"),  and the  parties  shall  attempt to resolve  the Escrow
     Dispute  amicably with a period of thirty (30) days from parties receipt of
     the Escrow Agent's Notice.  If the parties are unable to resolve the Escrow
     Dispute  within such thirty (30) day period,  the Escrow Dispute may at any
     time be submitted by any party hereto to arbitration as provided in Section
     3(c) below which shall be the sole and  exclusive  method for resolving and
     remedying Escrow Disputes.

          (c)  Arbitration.

               (i)  In the event that the Escrow  Dispute is not resolved by the
          parties with such thirty (30) day period,  either party may submit the
          Escrow  Dispute to  arbitration  by  delivering  to each  other  party
          involved therein a notice of arbitration (a "Notice of  Arbitration").
          Such  Notice of  Arbitration  shall  specify  the  matters as to which
          arbitration is sought, the nature of the Escrow Dispute, the claims of
          each party to the arbitration and shall specify the amount, the nature
          of such  claims  and any  other  matters  required  by the  Commercial
          Arbitration  Rules of the American  Arbitration  Association in effect
          from time to time to be included therein, if any.

               (ii) The  Shareholder  and the  Company  each  shall  select  one
          arbitrator (the arbitrators so selected shall be referred to herein as
          the  "Shareholder's   Arbitrator"  and  the  "Company's   Arbitrator,"
          respectively).   The   Shareholder's   Arbitrator  and  the  Company's
          Arbitrator shall select a third independent, neutral arbitrator expert

<PAGE>

          in the subject mater of the dispute,  and the three (3) arbitrators so
          selected  shall  resolve the matter  according to the  procedures  set
          forth in this Section 3(d).

               (iii)The   arbitration   shall   be   conducted   in   _________,
          Pennsylvania  under the Commercial  Arbitration  Rules of the American
          Arbitration  Association  as in effect  from  time to time,  except as
          modified by the agreement of all of the parties to this Agreement. The
          arbitrators  shall so conduct  the  arbitration  that a final  result,
          determination,    finding,   judgment   and/or   award   (the   "Final
          Determination") is made or rendered as soon as practicable,  but in no
          event later than thirty (30) days after the  delivery of the Notice of
          Arbitration not later than ten (10) calendar days following completion
          of the arbitration.  The Final  Determination  must be agreed upon and
          signed  by the  sole  arbitrator  or by at  least  two  of  the  three
          arbitrators  (as the case may be).  The Final  Determination  shall be
          final and  binding on all parties and there shall be no appeal from or
          reexamination of the Final Determination,  except for fraud,  perjury,
          evident  partiality or misconduct  by an  arbitrator  prejudicing  the
          rights of any party  and to  correct  manifest  clerical  errors.  The
          parties may enforce  any Final  Determination  in any state or federal
          court located in _______,  Pennsylvania. For the purpose of any action
          or proceeding instituted with respect to any Final Determination, each
          party hereto hereby  irrevocably  submits to the  jurisdiction of such
          courts,  irrevocably  consents to the service of process by registered
          mail or personal service and hereby irrevocably waives, to the fullest
          extent  permitted by law, any objection which it may have or hereafter
          have as to personal jurisdiction,  the laying of the venue of any such
          action or proceeding  brought in any such court and any claim that any
          such action or proceeding  brought in any court has been brought in an
          inconvenient form.

     4.   Exculpation of Escrow Agent.  The Escrow Agent shall have no duties or
responsibilities  except for those set forth herein (and  required by applicable
law). The Escrow Agent shall have no liability whatsoever for the performance of
any duties  imposed upon the Escrow Agent under this Agreement or for any action
or failure to act by the Escrow Agent  hereunder.  The Escrow Agent shall not be
responsible for the acts or omissions of any other parties  hereto.  Anything in
this  Agreement  to the contrary  notwithstanding,  in no event shall the Escrow
Agent be liable for  special,  indirect or  consequential  loss or damage of any
kind  whatsoever  (including,  but not limited to,  lost  profits),  even if the
Escrow  Agent has been  advised  of the  likelihood  of such loss or damage  and
regardless of the form of action.  The Escrow Agent may rely and/or act upon any
instrument or document  believed by the Escrow Agent in good faith to be genuine
and to be executed and delivered by the proper  person or party,  and may assume
in good faith the authenticity, validity and effectiveness thereof and shall not
be  obligated  to make any  investigation  or  determination  as to the truth or
accuracy  of any  information  contained  therein.  In the event of any  dispute
between the Shareholder  and the Company,  the Shareholder and the Company shall
pay,  on  demand,  reasonable  attorneys'  fees and other  reasonable  costs and
expenses  incurred by the Escrow Agent in respect  thereof.  The Shareholder and
the  Company  shall be jointly  and  severally  liable for such fees,  costs and
expenses,  but, as between  themselves,  such fees,  costs and expenses shall be
paid by the party losing such dispute.

<PAGE>

     5.   Indemnification of Escrow Agent. In consideration of its acceptance of
the  appointment  as  Escrow  Agent,  the  other  parties  hereto,  jointly  and
severally,  agree to  indemnify,  defend and hold harmless the Escrow Agent from
any against  any and all  liability  incurred  by Escrow  Agent to any person or
entity by reason of its having accepted the Escrow Shares or in carrying out the
terms  hereof,  and to  reimburse  the  Escrow  Agent for all of its  reasonable
expenses  (including  attorneys'  fees and  expenses)  incurred by reason of its
position hereunder or actions taken pursuant hereto.

     6.   Miscellaneous.

          (a)  Notices. Any notice or other communication  required or permitted
     to be given to the parties  hereto  shall be in writing and shall be deemed
     to have  been  given if  personally  delivered,  the next  business  day if
     delivered by reputable  overnight  courier  service or three (3) days after
     mailing by certified or registered mail,  return receipt  requested,  first
     class  postage  prepaid,  addressed as follows (or at such other address as
     the addressed party may have substituted by notice pursuant to this Section
     9(a)):

         If to the Shareholder:     100 E. Diamond Avenue
                                    Hazelton, PA 18201
                                    Facsimile:     (570) 455-9399


         If to the Company:         Jack Young Associates, Inc.
                                    4479 Atlanta Road
                                    Atlanta, GA 30080
                                    Facsimile:     (404) 842-9418
                                    Attention:     Mr. Bruce Davis

         If to Escrow Agent:        Endless Mountain Abstract
                                    15 Public Square
                                    Wilkes-Barre, PA 18701
                                    Facsimile:[                    ]
                                               ---------------------

          (b)  Amendment.  The  provisions  of  this  Agreement  may be  waived,
     altered,  amended or  supplemented,  in whole or in part, only by a writing
     signed by all the parties hereto.

          (c)  Successor  to Escrow  Agent.  If Escrow  Agent is for any  reason
     unwilling  or  unable  to serve as  Escrow  Agent  during  the term of this
     Agreement,  Escrow  Agent may  resign  as  Escrow  Agent by giving at least
     thirty (30) days prior written notice to the  Shareholder  and the Company,
     such  resignation to be effective  thirty (30) days following the date such
     notice is given.  In addition,  the Shareholder and the Company may jointly
     remove the Escrow Agent as escrow agent at any time with or without  cause,
     by an  instrument  (which may be  executed  in  counterparts)  given to the
     Escrow Agent,  which  instrument shall designate the effective date of such
     removal.  In the event of any such  resignation  or  removal,  a  successor

<PAGE>

     escrow agent who is not  affiliated  with the Company shall be appointed by
     the Company with the approval of the Shareholder,  which approval shall not
     be unreasonably withheld.

          (d)  Interpretation.  In the  event  that the  Escrow  Agent  shall be
     uncertain  as  to  its  duties  or  rights   hereunder  or  shall   receive
     instructions,  claims  or  demands  from any  party  hereto  which,  in its
     opinion, conflict with any of the provisions of this Agreement, it shall be
     entitled to refrain from taking any action and its sole obligation shall be
     to keep  safely  all  property  held in escrow  until it shall be  directed
     otherwise in writing by all of the other  parties  hereto or by an order of
     an   arbitrator   as  provided  in  Section  3(d)  hereof.   The  validity,
     construction,  interpretation  and  enforcement of this Agreement  shall be
     determined and governed by the laws of the State of Pennsylvania.

          (e)  Remedies.  The  rights and  remedies  of the  parties  under this
     Agreement and the Purchase  Agreement are  cumulative  and not exclusive of
     any rights, remedies,  powers and privilege that may otherwise be available
     to the parties hereto.

          (f)  Counterparts.  This  Agreement  may be  signed  in  one  or  more
     counterparts,  each of which shall be deemed an  original  and all of which
     shall constitute one agreement.

          (g)  Assignment.  No party  may,  without  the prior  express  written
     consent of each other  party,  assign this Escrow  Agreement in whole or in
     part. This Escrow  Agreement shall be binding upon and inure to the benefit
     of the respective successors and assigns of the parties.

          (h)  Waivers.  Any  waiver by any party by any party of any  violation
     of,  breach of or default  under any  provision of this  Agreement,  by the
     other party shall not be construed as, or constitute,  a continuing  waiver
     of such  provision,  or  waiver  of any other  violation  of,  breach of or
     default under any other  provision of this  Agreement or the Asset Purchase
     Agreement.

          (i)  Third Parties.  Nothing expressed or implied in this Agreement is
     intended,  or shall be  construed,  to  confer  upon or give any  person or
     entity  other than the  Shareholder,  the Company and the Escrow  Agent any
     rights or remedies under or by reason of this Agreement.


                  [Remainder of page intentionally left blank.]

<PAGE>

     IN WITNESS  WHEREOF,  the parties have signed this Escrow  Agreement on the
day and year first above written.


                                   PURCHASER:


                                   _____________________________________________
                                   Jack Young



                                   ARMITEC, INC.


                                   By __________________________________________
                                   Name ________________________________________
                                   Title _______________________________________




                                   ESCROW AGENT:


                                   ENDLESS MOUNTAIN ABSTRACT


                                   By  _________________________________________
                                   Name ________________________________________
                                   Title _______________________________________