EXHIBIT 10.18

                              CONSULTING AGREEMENT

     THIS  CONSULTING  AGREEMENT (the  "Agreement") is entered into as of May 2,
2002 (the  "Effective  Date"),  by and between  JACK YOUNG  ASSOCIATES,  INC., a
Delaware  corporation (the  "Company"),  and JACK YOUNG (the  "Consultant"),  an
individual resident of the state of the state of Pennsylvania.

                              W I T N E S S E T H :

     WHEREAS,  Pursuant to that certain Asset Purchase Agreement dated as of the
date  hereof,  among  Pocono  Knits,  Inc.  ("Seller"),   the  Company  and  the
Shareholders  of Seller (the  "Purchase  Agreement"),  the Company has purchased
from Seller all assets and  properties of the Seller owned or used in connection
with its  business,  subject  to  certain  Excluded  Assets  (as  defined in the
Purchase Agreement) (the "Business").

         WHEREAS, In connection with the sale of the Business, the Consultant
has agreed to provide various services to the Company;

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

     1.   Definitions. For purposes of this Agreement, the following capitalized
terms shall have the definition set forth below:

          (a)  "Affiliate"  shall  mean any  corporation,  limited  partnership,
     limited  liability  company or other entity engaged in the same business as
     the Company or a related  business,  which is controlled by or under common
     control with the Company.

          (b)  "Business of the Company" shall mean the  manufacture of clothing
     items  for the  military,  police  forces,  fire  departments  and  private
     security agencies.

          (c)  "Cause" shall mean:

               (i)  material  act  of  fraud,  dishonesty,  misappropriation  or
          similar act of bad faith on the part of Consultant;

               (ii) a willful  failure  by  Consultant  to  comply  with laws or
          regulations relating to the Business of the Company or relating to the
          services he provides to the Company;

               (iii)material  or  continuing  failure by  Consultant  to perform
          satisfactorily  his duties for the Company  (other than as a result of
          illness,  vacation or  Disability),  but only after the Company  shall
          have given  Consultant  written notice  specifying with  particularity
          such failure,  and  Consultant  shall not have  corrected such lack of
          performance within thirty (30) days after such notice;

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               (iv) a material breach of Section 7 of this Agreement;

               (v)  as  a  result  of   Consultant's   negligence   or   willful
          misconduct,  Consultant  shall  commit any act that  causes,  or shall
          knowingly fail to take reasonable and  appropriate  action to prevent,
          any material injury to the financial  condition or business reputation
          of the Company; or

               (vi) indictment for a felony.

          (d)  "Confidential  Information"  shall mean any data or  information,
     other  than Trade  Secrets,  that is  material  to the  Company  and is not
     generally known by the public. To the extent consistent with the foregoing,
     Confidential  Information  includes,  but is not limited  to,  lists of the
     Company's  current or potential  customers,  lists of and other information
     about the Company's  executives and employees,  financial  information that
     has not been released to the public by the Company,  marketing  techniques,
     price  lists,  pricing  policies,   and  the  Company's  business  methods,
     contracts  and  contractual  relations  with the  Company's  customers  and
     suppliers and future business plans.

          (e)  "Disability"  shall mean an incapacity  due to physical or mental
     illness or injury that is permanent in nature and prevents  Consultant from
     performing the duties hereunder.  Any such disability shall be deemed to be
     permanent in nature if such  disability is expected to last for a period of
     twelve (12) consecutive months.

          (f)  "Restricted  Territory"  shall mean the state of  Pennsylvania or
     any state in which the Company now conducts business.

          (g)  "Trade  Secret" shall mean  information  of the Company,  without
     regard to form,  which is not commonly  known by or available to the public
     and which  derives  economic  value,  actual or  potential,  from not being
     generally known to, and not being readily ascertainable by proper means by,
     other persons who can obtain economic value from its disclosure or use, and
     is the subject of efforts that are reasonable  under the  circumstances  to
     maintain its secrecy.  Trade Secrets also include any information described
     in this Section 1(g) which the Company obtains from another party which the
     Company treats as  proprietary  or designates as trade secrets,  whether or
     not owned or developed by the Company.

     2.   Engagement.  The  Company  hereby  engages  the  Consultant,  and  the
Consultant  agrees to provide  services to the Company  relating to the Business
and  make   available  to  the  Company  all  of  his   expertise,   advice  and
recommendations  relating to the  Business of the  Company,  as requested by the
Company  from  time  to  time  (the  "Consulting  Services").  The  term of this
Agreement  shall be five (5) years  commencing  on the  Effective  Date,  unless
sooner  terminated  pursuant  to  Section  6  hereof.  This  Agreement  shall be
automatically  renewed for  successive  one (1) year renewal terms unless either
the  Company or  Consultant  delivers to the other a notice of  nonextension  at
least sixty (60) days prior to the scheduled expiration date of this Agreement.

     3.   Duties.  During the term of this Agreement,  the Consultant  agrees to
devote such portion of his business time as reasonably  requested by the Company

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to provide the services hereunder.  The Consultant shall use his best efforts to
provide the Consulting Services to the Company. The Consultant shall provide the
Consulting  Services  from his  Pennsylvania  location,  but may be  required to
travel occasionally as requested by the Company.

     4.   Compensation.

          (a)  During the term hereof, the Company will pay Consultant  $119,700
     per year (the "Base Amount"),  payable  bi-monthly,  with the first payment
     due on __________, 2002.

          (b)  During the term hereof,  the Company will pay the  Consultant  an
     automobile  allowance of $625 per month,  payable  monthly,  with the first
     payment due on _____________, 2002.

          (c)  Company  agrees to reimburse  Consultant  for any income or other
     taxes  payable by Consultant as a result of any payments made by Consultant
     to ________ Bank on the Company's behalf.

          (d)  Upon  submission  of itemized  expense  statements  in the manner
     specified by the Company, Consultant shall be entitled to reimbursement for
     reasonable  business and travel expenses duly incurred by Consultant in the
     performance of his duties under this Agreement.

     5.   Independent  Contractor.  Consultant at all times with respect to this
Agreement shall be an independent  contractor.  As such,  Consultant will not be
eligible  for  any  benefits  provided  by  the  Company  to its  employees  and
Consultant  will be  responsible  for  payment of all taxes  arising  out of his
activities in  accordance  with this  Agreement,  including  without  limitation
federal and state income taxes,  social security taxes,  unemployment  insurance
taxes,  and any other taxes or business  license  fees as  required.  Consultant
shall not incur any  liabilities or obligations of any kind in the name of or on
behalf of the Company other than those  specifically made or approved as part of
this Agreement. Consultant is not and shall not be an agent, officer or employee
of the Company and shall not  represent  to third  parties  that he or she is an
agent,  officer or employee of the Company in the  provision  of services  under
this Agreement.

     6.   Termination.

          (a)  Termination  for  Cause.  The  Company  shall  have the  right to
     terminate  this  Agreement  for  Cause.  If  the  Company  terminates  this
     Agreement  for  Cause,  the  Company  shall  have  no  further  obligations
     hereunder  accruing  from  and  after  the  date  of  such  termination  of
     Consultant by the Company.

          (b)  Death  or  Disability.   This  Agreement   shall  terminate  upon
     Consultant's death or Disability. A "Disability" with respect to Consultant
     shall be deemed to occur by the Board of  Directors of the Company in their
     reasonable  discretion.  In the event that Consultant or his representative
     shall  disagree  with the  determination  of the Board of Directors  that a
     Disability has occurred, Consultant or his representative shall be entitled
     to appoint a medical  doctor and the Company shall be entitled to appoint a
     medical  doctor  and the two (2)  doctors  shall  in turn  appoint  a third

<PAGE>

     medical  doctor who shall  examine  Consultant to determine the question of
     Disability.  The parties hereby agree that the determination of the medical
     doctor appointed by the medical doctor of Consultant and the medical doctor
     of the Company shall be binding upon all parties to this Agreement.

          (c)  Termination without Cause. The Chairman of the Company's Board of
     Directors  shall  have  the  right  to  relieve  Consultant  of his  duties
     hereunder for any reason and at any time.  Such  termination  not for cause
     shall  be  effective  on the date  specified  by the  Board  of  Directors.
     Termination of this Agreement due to Consultant's  death or Disability will
     be deemed to be termination by the Company without cause.

          (d)  Termination   Payments.  In  the  event  of  the  termination  of
     Consultant's employment with the Company, Consultant will be paid an amount
     determined as follows:

               (i)  In the event of  termination  of this Agreement by reason of
          Consultant's  death  or  Disability,  Consultant  or in  the  case  of
          Consultant's death, Consultant's surviving spouse or other beneficiary
          designated by Consultant during his lifetime,  or Consultant's estate,
          as appropriate, will be entitled to payment of his Base Amount through
          the date of the  termination  of this  Agreement  and for a period  of
          three (3) months thereafter.

               (ii) In the event of  termination  of this Agreement by reason of
          the  Company  terminating  Consultant  for Cause or in the event  that
          Consultant   voluntarily  terminates  this  Agreement  other  than  as
          provided in Section 6(c), he will be paid his Base Amount  through the
          date of the termination.

               (iii)In the  event  that  Consultant  violates  Section 7 of this
          Agreement, or a court of competent jurisdiction or arbitrator declares
          any provision in Section 7 unenforceable,  the Company's obligation to
          pay Consultant pursuant to this Section 6 shall terminate.

               (iv) In the event of  termination  of this Agreement by reason of
          the Company  terminating  this Agreement  without cause and as damages
          therefor,  Consultant  will be  entitled to payment of his Base Amount
          through the remaining term of this Agreement.

               (v)  The  termination  payments due hereunder shall be in lieu of
          any and all other  amounts for which  Company may be liable  under any
          laws,  rules  or  regulations.  As  a  condition  to  receipt  of  the
          termination  payments  provided  for  hereunder,   Consultant  or  his
          personal  representative shall execute a general release of all claims
          in favor of the Company.

          (e)  Confidentiality  of Cause  Notice.  In the event of  Consultant's
     termination  for Cause,  the Company  will provide  Consultant  with prompt
     written  notice  stating  with  reasonable  specificity  the  basis for the
     Company's  action.  Consultant agrees that in the event he receives written
     notice of termination  with Cause,  Consultant  shall treat the contents of

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     said notice as privileged and  Consultant  shall have no action against the
     Company or any of its officers,  agents or employees due to the contents of
     said notice unless the contents are intentionally false and malicious.

     7.   Covenants.

          (a)  Confidential  Relationship  and  Protection  of Trade Secrets and
     Confidential Information.  Prior to the time of the sale of the Busines and
     during the term of this  Agreement,  Consultant  has had access to and will
     have  access  to the  Company's  most  sensitive  and most  valuable  trade
     secrets,  proprietary information,  and confidential information concerning
     the Company and its  affiliates  and their  customers and business  affairs
     which  constitute  valuable  business  assets  of  the  Company,  the  use,
     application  or  disclosure  of any of which  will  cause  substantial  and
     possible irreparable damage to the business and asset value of the Company.
     Accordingly,  Consultant  accepts  and agrees to be bound by the  following
     provisions:

               (i)  At any time,  upon the  request  of the  Company  and in any
          event upon the termination of this Agreement,  Consultant will deliver
          to the Company all memoranda, notes, records, drawings, manuals, files
          or other documents, and all copies of each, concerning or constituting
          Confidential  Information  or Trade Secrets and any other  property or
          files  belonging to the Company or any of its  affiliates  that are in
          the possession of  Consultant,  whether made or compiled by Consultant
          or furnished to or acquired by Consultant from the Company.

               (ii) In  order  to  protect  the  Company's   Trade  Secrets  and
          Confidential Information, Consultant agrees that:

                    (A)  At any  time  during  the  term of this  Agreement  and
               indefinitely thereafter, Consultant will not, except as expressly
               authorized or directed by the Company,  use, copy or disclose, or
               permit any  unauthorized  person  access  to,  any Trade  Secrets
               belonging to the Company or any third party; and

                    (B)  During the term of this  Agreement  and for a period of
               two  (2)  years  after   termination  of  such  this   Agreement,
               Consultant  will  not use,  copy,  or  disclose,  or  permit  any
               unauthorized  person  access  to,  any  Confidential  Information
               belonging to the Company or any third party.

<PAGE>

          (b)  Ownership of Property.  Consultant  agrees and acknowledges  that
     all works of  authorship  and  inventions,  including,  but not limited to,
     products, goods, know-how, Trade Secrets and Confidential Information,  and
     any  revisions  thereof,  in any form and in whatever  stage of creation or
     development,  arising out of or resulting from, or in connection  with, the
     services  provided  by  Consultant  to the  Company  under  this  Agreement
     (collectively,  the  "Property")  are works  made for hire and shall be the
     sole and exclusive  property of the Company.  Consultant agrees to execute,
     when and if the need arises in the future,  such  documents  as the Company
     may reasonably  request for the purpose of  effectuating  the rights of the
     Company herein.

          (c)  Covenant not to Compete.  Consultant  agrees that during the term
     of this  Agreement and for two (2) years  thereafter,  Consultant  will not
     directly or  indirectly  own,  manage,  operate,  control,  be employed by,
     participate   in  or  be  connected  in  any  manner  with  the  ownership,
     management,  operation or control of any business or enterprise  located in
     the Restricted Territory that competes with the Business of the Company.

          (d)  Non-Solicitation  of Customers.  Consultant  covenants and agrees
     that during the term of this  Agreement,  and for a period of two (2) years
     thereafter,  he will not on  behalf of any  person,  firm,  corporation  or
     entity solicit  business from customers of the Company that  Consultant had
     contact  with,  solicited,  or performed  services for during the term that
     Consultant  provided  services to the  Company,  including  actively-sought
     prospective  customers that Consultant had contact with or solicited during
     the two (2) year period prior to the termination of this Agreement, for the
     purpose of providing or selling  products or services that are  competitive
     with those  provided by the Company in connection  with the Business of the
     Company.

          (e)  Non-Solicitation of Employees.  Consultant agrees that during the
     term of this Agreement and for two (2) years  thereafter,  Consultant  will
     not  solicit or in any  manner  attempt  to induce  employees  to leave the
     Company's employment.

          (f)  Injunctive  Relief.  Consultant  acknowledges and agrees that the
     remedy at law for any breach of the  provisions  of this  Section 7 will be
     inadequate  and that in the event of such  breach the  Company  will suffer
     irreparable damage; accordingly, the Company shall be entitled to obtain ex
     parte,  preliminary,  interlocutory,  temporary,  or  permanent  injunctive
     relief,  specific  performance and other equitable remedies in any court of
     competent  jurisdiction to prevent Consultant from violating such provision
     or  provisions  or to prevent the  continuance  of any  violation  thereof,
     together  with an  award  or  judgment  for any  and all  damages,  losses,
     liabilities, expenses and costs incurred by the Company as a result of such
     breach or threatened breach including,  but not limited to, attorneys' fees
     incurred by the Company,  its successors or assigns in connection  with, or
     as a result of, the  enforcement of this  Agreement.  Consultant  expressly
     waives any requirement  based on any statute,  rule or procedure,  or other
     source, that the Company post a bond as a condition of obtaining any of the
     above-described remedies.

<PAGE>

          (g)  Non-Renewal.  Notwithstanding  the foregoing,  subparagraphs (c),
     (d) and (e) shall not apply to Consultant if the Company shall elect to not
     extend this Agreement upon expiration of its Term.

     8.   Miscellaneous.

          (a)  Severability.  Each of the covenants and agreements of Consultant
     set forth in Section 7 shall be deemed  separate and  severable,  each from
     the  other,  and  should  any  such  separate  and  severable  covenant  or
     agreement,  or any part thereof,  be declared invalid or unenforceable by a
     court of competent  jurisdiction from which no appeal is timely taken, such
     declaration of invalidity or enforceability  shall not in any way affect or
     limit the validity or enforceability of any other covenant or agreement, or
     part thereof,  not also declared  invalid or  unenforceable,  each of which
     shall remain binding on Consultant in accordance with its respective terms.
     Further,  if any such covenant or agreement is so declared to be invalid or
     unenforceable,   Consultant   shall,   as  soon  as  possible,   execute  a
     supplemental  agreement  with the Company  granting to the Company,  to the
     extent legally  permissible,  the protection intended to be afforded to the
     Company by the covenant or agreement so declared invalid or  unenforceable.
     Failure  to  insist  upon  strict  compliance  with any  provision  of this
     Agreement  shall  not be  deemed a waiver  of such  provision  or any other
     provision of this Agreement.

          (b)  Waiver of Breach. Failure or delay of either party to insist upon
     compliance with any provision hereof shall not operate as, and is not to be
     construed as, a waiver or amendment of such  provision.  Any express waiver
     of any  provision  of this  Agreement  shall not  operate  and is not to be
     construed as a waiver of any subsequent  breach,  whether  occurring  under
     similar or dissimilar circumstances.

          (c)  Notice.  All  notices  and  other   communications   required  or
     permitted  to be given by this  Agreement  shall be in writing and shall be
     given and shall be deemed received upon (i) personal  delivery,  (ii) three
     (3) days after being mailed by first class mail (postage prepaid and return
     receipt  requested)  or (iii) the next  business day after being sent by an
     overnight delivery service in time for and specifying overnight delivery to
     the following addresses:

          if to the Company, to:    Jack Young Associates, Inc.
                                    [ADDRESS]
                                    Attention: Mr. Bruce Davis

          or if to Consultant, to:  Jack Young
                                    [ADDRESS]

     or at such other  address as either  party hereto shall notify the other of
     in writing.

          (d)  Entire  Agreement.  This Agreement  contains the entire agreement
     and understanding by and between Consultant and the Company with respect to
     the subject matter  contained  herein,  and no  representations,  promises,

<PAGE>

     agreements  or  understandings,  written or oral,  relating  to the subject
     matter contained herein not contained or referenced herein or therein shall
     be of any force or effect.

          (e)  Amendment.  This  Agreement  may be amended at any time by mutual
     consent of the parties hereto, with any such amendment to be invalid unless
     in writing and signed by the Company and Consultant.

          (f)  Benefit.  This  Agreement,  together with any amendments  hereto,
     shall be binding upon and shall inure to the benefit of the parties  hereto
     and   their   respective   successors,    assigns,   heirs   and   personal
     representatives,  except  that the  rights  and  benefits  of either of the
     parties under this Agreement may not be assigned  without the prior written
     consent of the other party.

          (g)  Governing Law. This Agreement  shall be construed and enforced in
     accordance  with the laws of the State of  Pennsylvania  (without regard to
     any conflicts of laws provisions of the laws of such state).

          (h)  Acknowledgement.    By   signing   this   Agreement,   Consultant
     acknowledges  that the  Company  has  advised  Consultant  of his  right to
     consult with an attorney prior to executing this Agreement; that he has the
     right to retain counsel of his own choosing concerning any waiver of rights
     or  claims;  that he has  read  and  fully  understands  the  terms of this
     Agreement  and/or has had the right to have it  reviewed  and  approved  by
     counsel of choice, with adequate  opportunity and time for such review; and
     that  he  is  fully  aware  of  its  contents  and  of  its  legal  effect.
     Accordingly, this Agreement shall not be construed against any party on the
     grounds that the party  drafted this  Agreement.  Instead,  this  Agreement
     shall be interpreted as though drafted equally by all parties.

          (i)  Ventures.  If Consultant,  during the term of this Agreement,  is
     engaged in or associated  with the planning or implementing of any project,
     program or venture  involving  Company and any third party or parties,  all
     rights in the  project,  program or venture  shall  belong to Company,  and
     Consultant  shall  not  be  entitled  to  any  interest  therein  or to any
     commission,  finder's fee or other  compensation  in  connection  therewith
     other than the  compensation  to be paid to  Consultant as provided in this
     Agreement.

          (j)  Covenant  of Good  Faith.  Consultant  agrees that the subject of
     this Agreement involves sensitive matters which go to the very heart of the
     corporate  existence and well-being of Company and that it may be difficult
     for  Company  to protect  adequately  its  interest  through  agreement  or
     otherwise.  Consultant  agrees to exercise the highest degree of good faith
     in his dealings  with  Company and to refrain from any actions  which might
     reasonably be deemed to be contrary to its interests.

          (k)  Subpoenas.  If  Consultant  is served with any  subpoena or other
     compulsory  judicial or  administrative  process  calling for production of
     Confidential Information and/or Trade Secrets or if Consultant is otherwise
     required by law or regulation to disclose  Confidential  Information and/or

<PAGE>

     Trade  Secrets,  Consultant  will  immediately,  and prior to production or
     disclosure,  notify Company and provide it with such  information as may be
     necessary in order that Company may take such action as it deems  necessary
     to protect its interest.

          (l)  Post  Termination  Assistance.  Consultant  agrees that after the
     termination of this Agreement he will provide, upon reasonable notice, such
     information and assistance to the Company as may reasonably be requested by
     the Company in connection  with any  litigation in which the Company or any
     of its  Affiliates is or may become a party;  provided,  however,  that the
     Company agrees to reimburse Consultant for any related expenses,  including
     travel expenses.

          (m)  Survival of Provisions.  Notwithstanding  any other  provision of
     this  Agreement,  the  parties'  respective  rights and  obligations  under
     Sections 1, 6, 7, and 8 shall survive any termination or expiration of this
     Agreement for any reason whatsoever.


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     IN WITNESS  WHEREOF,  the parties have affixed their seals and executed and
delivered this Agreement as of the date first above written.

                                    COMPANY

                                    JACK YOUNG, INC.


Attest:                             By /s/ Bruce R. Davis
                                      -------------------------------
                                    Name  Bruce R. Davis
                                        -----------------------------
                                    Title President
                                         ----------------------------
------------------------------
Secretary
                                    CONSULTANT
------------------------------       /s/ Jack Young
                                    ---------------------------------
Witness                             Jack Young