EXHIBIT 10.15

                                      STOCK
                                PLEDGE AGREEMENT

     THIS STOCK PLEDGE  AGREEMENT  ("Agreement")  is made and entered into as of
the 2nd day of May,  2002, by and among  Armitec,  Inc., a Delaware  corporation
(the "Pledgor" or "Armitec") and Jack Young, an individual resident of the state
of Pennsylvania (the "Secured Party").

                                   WITNESSETH:

     WHEREAS,  Jack Young Associates,  Inc. ("Jack Young Associates"),  a wholly
owned  subsidiary of Armitec,  the Secured Party, the sole shareholder of Pocono
Knits,  Inc., and Pocono Knits,  Inc.  ("Pocono") have entered into that certain
Asset  Purchase  Agreement,  dated as of March  15,  2002 (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 Secured Party to enter into the
Asset Purchase Agreement, the Pledgor has agreed to pledge all of the issued and
outstanding  shares of Jack Young  Associates to the Secured Party to secure the
performance by Jack Young  Associates of its  obligations in connection with the
Obligations (as such term is defined herein) (the "Pledged Shares"); and

     WHEREAS,  the parties have  entered  into an Escrow  Agreement of even date
herewith directing the transfer or return of the Pledged Shares.

     NOW  THEREFORE,  for and in  consideration  of the  sum of Ten  and  No/100
Dollars  ($10.00)  cash in hand paid and in  consideration  of the  promises and
mutual benefits to be derived,  and the mutual  covenants  contained  herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.   Definitions.  All  capitalized  terms used but undefined  herein shall
have the meanings  ascribed to such terms in the Asset  Purchase  Agreement,  if
any.

     2.   Pledge. The Pledgor hereby pledges, assigns,  hypothicates,  transfers
and sets over to the Secured Party, and grants to the Secured Party a continuing
first  priority  security  interest  in  and  to  the  Pledged  Shares  and  the
certificates  representing the Pledged Shares and as provided in section 7 below
(the "Pledged  Collateral").  True and correct copies of such share certificates
representing  the  Pledged  Shares are  attached  hereto as Exhibit  "A" and are
incorporated herein by reference.

     3.   Security for Obligations. The Secured Party's security interest in the
Pledged  Collateral secures the performance of all obligations of the Pledgor in
connection with the Obligations set forth on Exhibit "B",  including  payment of
all amounts now due or coming due at any time  hereafter in connection  with the
Obligations,  specifically including,  but not limited to, principal,  interest,
fees (including  reasonable attorney fees),  expenses or otherwise,  and any and
all  extensions  or  renewals  of the  foregoing  in whole or in part  (all such
obligations hereinafter the "Obligations").

     4.   Security Interest  Absolute.  The security interest granted hereby and
all rights of the Secured Party under this Agreement, and all obligations of the
Pledgor under this Agreement,  shall be absolute and unconditional  irrespective
of:

          (a)  any lack of validity or  enforceability of the Obligations or any
other agreement or instrument relating to the Obligations; or

          (b)  any exchange,  release or  non-perfection of any other collateral
for all or any of the  Obligations,  or any release or amendment or waiver of or
consent  to  departure  from  the  terms on any  guaranty  for all or any of the
Obligations.

<PAGE>

     5.   Delivery of Pledged Collateral;  Further Assurances.  All certificates
or  instruments  representing  or  evidencing  the Pledged  Collateral  shall be
delivered to and held by an escrow agent mutually acceptable to the parties (the
"Escrow  Agent") for or on behalf of the Secured Party and shall be  accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party. The Pledgor agrees that at any time
and from time to time, at the expense of the Pledgor,  the Pledgor will promptly
execute and deliver all further instruments and documents,  and take all further
action,  that may be  necessary  or  desirable,  or that the  Secured  Party may
request,  in order to perfect  and  protect  any  security  interest  granted or
purported  to be granted  hereby or to enable the Secured  Party to exercise and
enforce  its  rights  and  remedies   hereunder  with  respect  to  any  Pledged
Collateral.

     6.   Representations and Warranties.

          (a)  By the Pledgor. The Pledgor represents and warrants as follows:

               (i)  The Pledgor is the legal and beneficial owner of the Pledged
Collateral free and clear of any lien, security interest, option or other charge
or encumbrance created by the Pledgor,  except for the security interest created
by this Agreement.

               (ii) The pledge of the Pledged Shares  pursuant to this Agreement
creates a valid and perfected  first priority  security  interest in the Pledged
Collateral securing the payment of the Obligations.

               (iii)No  authorization,  approval,  or other  action  by,  and no
notice to or filing  with,  any  governmental  authority or  regulatory  body is
required  either (i) for the pledge by the  Pledgor  of the  Pledged  Collateral
pursuant to this Agreement or for the execution, delivery or performance of this
Agreement  by the Pledgor or (ii) for the  exercise by the Secured  Party of the
voting or other rights provided for in this Agreement or the remedies in respect
of the Pledged  Collateral  pursuant to this Agreement (except as maybe required
in connection  with such  disposition by laws affecting the offering and sale of
securities generally).

               (iv) The Pledged  Shares  constitute  one hundred  percent (100%)
percent of the issued and outstanding  shares of all classes of capital stock of
Jack Young Associates.

          (b)  By All Parties.  Each party  represents and warrants to the other
(i) that it has the power and  authority  to enter  into this  Agreement  and to
carry out its terms and  conditions  and (ii) that the carrying out of the terms
and conditions of this Agreement is not restricted by or in violation  either of
any  applicable  law to which it is  subject  or of any  agreement,  commitment,
order,  ruling or proceeding to which it is a party or to which it or any of its
assets are subject.

     7.   Voting Rights; Dividends, Etc.

          (a)  General.  So long as no Event of Default  (as  defined  below) or
event  which,  with the  giving of notice or the lapse of time,  or both,  would
become an Event of Default shall have occurred and be continuing:

               (i)  Voting Rights. The Pledgor shall be entitled to exercise any
and all voting and other consensual rights pertaining to the Pledged  Collateral
or any part  thereof  for any purpose  not  inconsistent  with the terms of this
Agreement;  provided,  however,  that the Pledgor  shall not exercise or refrain
from exercising any such right if, in the Secured Party's  reasonable  judgment,
such  action  would have a material  adverse  effect on the value of the Pledged
Collateral or any part thereof.

               (ii) Dividends.  Any and all cash paid,  payable or  otherwise as
dividends or  distributed  in partial or complete  redemption of, or in exchange
for, any Pledged  Collateral  shall be, and shall be forthwith  delivered to the
Escrow  Agent to hold as,  Pledged  Collateral  (but if cash,  shall  instead be
applied first by the Secured Party against the  Obligations in such order as the
Secured Party may elect) and shall,  if received by the Pledgor,  be received in
trust  for the  benefit  of the  Secured  Party,  be  segregated  from the other
property or funds of the Pledgor, and be forthwith delivered to the Escrow Agent
as  Pledged  Collateral  in the same form as so  received  (with  any  necessary
endorsement).

<PAGE>

               (iii)Other.  The  Secured  Party  shall  execute  and deliver (or
cause to be executed  and  delivered)  to the Pledgor all such proxies and other
instruments as the Pledgor may  reasonably  request for the purposes of enabling
the  Pledgor to  exercise  the voting and other  rights  which it is entitled to
exercise  pursuant to subsection  (i) above and to receive  payments which it is
authorized to receive and retain pursuant to subsection (ii) above.

               (iv) Sale of Assets.  Except in the ordinary  course of business,
the Pledgor agrees not to sell any of the equipment or fixtures of the company.

          (b)  Upon  Default.  Upon the  occurrence  of an Event of Default  (as
defined below), which is not cured within ten (10) days of receipt by Pledgor of
a written  notice of default,  the Escrow Agent shall deliver the Pledged Shares
to the Secured Party.

     8.   No Transfers or Liens: Additional Shares.

          (a)  No  Transfers or Liens.  The Pledgor  agrees that it will not (i)
sell or  otherwise  dispose of, or grant any option with  respect to, any of the
Pledged  Collateral,  or (ii)  create or  permit  to exist  any  lien,  security
interest,  or other  charge or  encumbrance  upon or with  respect to any of the
Pledged Collateral, except for the security interest under this Agreement.

          (b)  Additional  Shares.  The Pledgor  agrees that it will  deliver to
Secured Party any stock or other securities  issued to Pledgor in addition to or
in  substitution  for the Pledged Shares issued by Jack Young  Associates to the
Escrow Agent upon receipt thereof by Pledgor.

     9.   Events  of  Default.  The  failure  of  Pledgor  to  pay  any  of  the
Obligations,  as and when the same shall become due and payable and after taking
into account any cure periods  shall  constitute  an Event of Default under this
Agreement.

     10.  Return of Pledged Collateral. Upon (i) the satisfaction in full of the
Obligations,  or (ii) the receipt by the Secured Party of a release of liability
from all of the Named  Obligees,  the Escrow  Agent  shall  return  the  Pledged
Collateral to the Pledgor.

     11.  Continuing  Interest.  This Agreement shall create a continuing  first
priority  security  interest in the Pledged  Collateral  and shall (a) remain in
full force and effect until payment in full of the  Obligations,  (b) be binding
upon the Pledgor,  its successors  and assigns,  and (c) inure to the benefit of
the  Secured  Party  and its  permitted,  if any,  successors,  transferees  and
assigns.

     12.  Termination.  Upon the final payment of all Obligations or the release
of liability  from all of the Named  Obligees of Secured  Party,  this Agreement
shall  terminate  and the Escrow  Agent shall  transfer  and deliver the Pledged
Collateral  and the  accompanying  stock  transfer  powers to the  Pledgor or to
whosoever shall be lawfully entitled to the same, marked  "Terminated-Underlying
Obligations Satisfied" and dated and signed by the Secured Party.

     13.  Miscellaneous.

          (a)  Survival.   All   representations,   warranties,   covenants  and
agreements  herein  contained  shall  survive the execution and delivery of this
Agreement  and the pledge of the  Pledged  Shares,  the  remedies of a party for
breaches of  representations,  warranties,  covenants or agreements shall not be
affected by any investigation by, or knowledge of, the non breaching party prior
to the date of this  Agreement,  and each party agrees to indemnify,  defend and
hold the other harmless for all losses, costs and expenses (including reasonable
attorneys'  fees)  arising  out of its breach of any  representation,  warranty,
covenant or agreement made by it in this Agreement.

          (b)  Further  Assurances.  Each party agrees to do such further  acts,
and to execute and deliver such additional conveyances,  assignments, agreements
and instruments, as another party may at any time request in connection with the
administration  and  enforcement  of this  Agreement  or relating to the Pledged
Collateral  or any part of it, or in order  better to assure and  confirm to the
requesting party its rights, powers and remedies under this Agreement.

<PAGE>

          (c)  Notices.  All notices,  communications  and deliveries under this
Agreement  (i) shall be made in writing  signed by the party  making the same to
the address and with copies as specified below, (ii) shall be deemed to be given
if delivered in person on the date delivered,  if sent by telecopier on the date
of  telephonic  confirmation  of  receipt,  or if mailed by  overnight  delivery
service (with  postage and other fees  prepaid),  on the date mailed,  and (iii)
shall be  deemed  received  if  delivered  in  person  on the  date of  personal
delivery, if telecopied on the date of telephonic  confirmation of receipt or if
so mailed,  on the first (1st)  business day after so mailed.  Such notice shall
not be  effective  unless  copies are  provided  contemporaneously  as specified
below,  but  neither  the manner nor the time of giving  notice to those to whom
copies  are to be given  (which  need not be the  same as the  addressee)  shall
control the date notice is given or received. The addresses and requirements for
copies are as follows:

Pledgor:                   Jack Young Associates, Inc.
-------
                           4479 Atlanta Road
                           Atlanta, GA 30080
                           Attn: Bruce R. Davis

With a copy to:            Robert E. Altenbach, Esq.
--------------
                           Greenberg Traurig, LLP
                           3290 Northside Parkway, N.W.
                           Suite 400
                           Atlanta, GA 30327

Secured Party:             Mr. Jack Young
-------------
                           100 E. Diamond Avenue
                           Hazelton, PA 18201

With a copy to:            Robert J. Gillespie, Jr.
--------------
                           15 Public Square
                           Suite 200
                           Wilkes-Barre, PA 18701

     Such  notice  shall  be  given  at such  other  address  or to  such  other
representative  as a party  to  this  Agreement  may  furnish  pursuant  to this
subsection  (c) to the  other  parties  to this  Agreement.  If  notice is given
pursuant to this subsection (c) of a permitted successor or assign of a party to
this Agreement, then notice shall thereafter be given as set forth above also to
such successor or assign of such party to this Agreement.

          (d)  Time of the Essence;  Computation of Time. Time is of the essence
of each and every  provision  of this  Agreement.  Whenever the last day for the
exercise of any  privilege  or the  discharge  of any duty under this  Agreement
shall fall upon Saturday,  Sunday or any public or legal holiday,  whether state
of Pennsylvania  or federal,  the party having such privilege or duty shall have
until 5:00 p.m. on the next  succeeding  regular  business day to exercise  such
privilege or to discharge such duty.

          (e)  Assignment; Successors in Interest.

               (i)  Assigning.  Except  with the prior  written  consent  of the
other  party  or for an  assignment  upon  the  death  of a party  to his  legal
representatives,   heirs,  devisees  or  legatees,   who  take  subject  to  the
liabilities and obligations of such party  hereunder,  no assignment or transfer
by a party of its rights and obligations under this Agreement may be made.

               (ii) Binding  Nature.  This Agreement is binding upon the parties
to this Agreement and their  respective  successors  and assigns,  inures to the
benefit  of the  parties  to  this  Agreement  and  their  respective  permitted
successors  and  assignees  (and to or for the  benefit  of no other  person  or
entity,  whether an employee or otherwise,  whatsoever);  and upon an assignment
any  reference  to a party to this  Agreement  shall  also be a  reference  to a
successor or assign.

<PAGE>

          (f)  Number;  Gender;  Captions;  Certain  Definitions.  Whenever  the
context so  requires,  the  singular  number  includes  the  plural,  the plural
includes the singular, and the gender of any pronoun includes the other genders.
Titles and captions of or in this  Agreement  are  inserted  only as a matter of
convenience  and for reference and in no way define,  limit,  extend or describe
the scope of this  Agreement or the intent of any  provision of this  Agreement.
The parties  agree:  (i) to all  definitions in the statement of parties to this
Agreement and in the "Background  Statement" and other introductory  language to
this  Agreement;  (ii) that "this  Agreement"  includes any  amendments or other
modifications   and   supplements,   and  all  exhibits,   schedules  and  other
attachments,  to it;  (iii)  that  "person"  shall  mean  any  individual,  sole
proprietorship,  partnership,  joint venture, limited liability company, estate,
trust, unincorporated organization,  association,  corporation,  institution, or
other entity or governmental  authority;  (iv) that  "applicable  law" means all
provisions of any constitution, statute, law, rule, regulation, decision, order,
decree,  judgment,  release,  license,  permit,  stipulation  or other  official
pronouncement  enacted,  promulgated or issued by any governmental  authority or
arbitrator or arbitration  panel;  (v) that  "governmental  authority" means any
legislative,  executive,  judicial,  quasi  judicial or other public  authority,
agency,  department,  bureau,  division,  unit,  court or other  public  body or
person;  and (vi) that  "including" and other words or phrases of inclusion,  if
any,  shall not be  construed  as terms of  limitation,  so that  references  to
"included"  matters  shall be  regarded  as  non-exclusive,  non  characterizing
illustrations.

          (g)  Severability.   Any  determination  by  any  court  of  competent
jurisdiction  of the  invalidity of any provision of this  Agreement that is not
essential to  accomplishing  its  purposes  shall not affect the validity of any
other provision of this  Agreement,  which shall remain in full force and effect
and which shall be construed as to be valid under applicable law.

          (h)  Remedies  Cumulative.  The remedies of a party to this  Agreement
provided  in this  Agreement  are  cumulative  and shall not  exclude  any other
remedies to which any party to this  Agreement may be lawfully  entitled,  under
this  Agreement  or  applicable  law,  and the exercise of a remedy shall not be
deemed an election excluding any other remedy (any such claim by the other party
to this Agreement being hereby waived).

          (i)  Integration:  Amendment:  Waiver.  This Agreement (i) constitutes
the entire  agreement  of the  parties  to this  Agreement  with  respect to its
subject  matter,  (ii) supersedes all prior  agreements,  if any, of the parties
with  respect to its  subject  matter,  and (iii) may not be  amended  except in
writing  signed by the party  against  whom the  change is being  asserted.  The
failure  of any party at any time or times to  require  the  performance  of any
provision of this  Agreement  shall in no manner affect the right to enforce the
same;  and no  waiver  by any  party of any  provision  (or of a  breach  of any
provision) of this  Agreement,  whether by conduct or  otherwise,  in any one or
more instances,  shall be deemed or construed  either as a further or continuing
waiver of any such provision or breach or as a waiver of any other provision (or
of a breach of any other provision) of this Agreement.

          (j)  Controlling  Law.  This  Agreement  is governed  by, and shall be
construed  and  enforced  in  accordance   with,   the  laws  of  the  State  of
Pennsylvania.  Pledgor hereby agrees to submit itself to either the jurisdiction
of the Courts of the State of Pennsylvania,  at Secured Party's sole discretion,
in any  action  founded  on this  Agreement  and  venue  shall be  proper in the
County of Luzerne for any such action.

          (k)  Copies.  This  Agreement  may be executed in two or more  copies,
each of which  shall be deemed an  original,  and it shall not be  necessary  in
making proof of this  Agreement or its terms to produce or account for more than
one of such copies.

<PAGE>


     DULY  EXECUTED and delivered by the Pledgor,  under seal,  effective as set
forth above.

                         PLEDGOR:

                         Armitec, Inc.

                         By: /s/ Bruce R. Davis
                            ----------------------------
                         Name: Bruce R. Davis
                              --------------------------
                         Title: President
                               -------------------------
                                       (Seal)




                         SECURED PARTY:

                         By: /s/ Jack Young
                            ----------------------------
                             Jack Young