Exhibit 10.3B

             RENEWAL OF LEASE DATED FEBRUARY 5, 1997 BETWEEN BASCOM
          CORPORATION (LANDLORD) AND SEL-LEB MARKETING, INC. (TENANT).

1.     THE RENEWAL IS FOR 50,570 SQ FT OF WAREHOUSE AND OFFICE SPACE IN THE
       BUILDING KNOWN AS 495 RIVER STREET, PATERSON, NJ, ALSO KNOWN AS BLOCK
       C0450 LOT 8 ON THE TAX MAP OF THE CITY OF PATERSON,

2.     THE INITIAL RENEWAL PERIOD IS FOR 24 MONTHS FROM APRIL 1, 2002 TO
       MARCH 31, 2004.

3.     THE GROSS MONTHLY RENTAL AND REIMBURSEMENT OF TAXES WILL BE AS FOLLOWS:

            APRIL 1, 2002 TO MARCH 31, 2004              $24,863,58 PER MONTH

            (Twenty Four Thousand Eight Hundred Sixty Three Dollars and 58 Cents
            monthly, Two Hundred Ninety Eight Thousand Three Hundred Sixty Three
            Dollars annually for 2 years, $4.75/sq ft plus $1.15 for taxes).

4.     THERE WILL BE 3 (THREE) ONE-YEAR OPTIONS TO RENEW AT THE FOLLOWING RATES:

       a.)  APRIL 1, 2004 TO MARCH 31, 2005     $25,285.00 PER MONTH
            (Twenty Five Thousand Two Hundred Eight Five Dollars monthly,  Three
            Hundred  Three  Thousand  Four  Hundred  Twenty  Dollars   annually,
            S4.85/sq ft plus $1.15 for taxes).

       b.)  APRIL 1, 200 5 TO MARCH 31, 2006    $25,706.41 PER MONTH
            (Twenty  Five  Thousand  Seven  Hundred  Six  dollars  and 41  Cents
            monthly,  Three  Hundred Eight  thousand Four Hundred  Seventy Seven
            dollars annually, $4.95/sq ft plus $1.15 for taxes)

       c.)  APRIL 1, 2006 TO MARCH 31, 2007     $26,127.83 PER MONTH
            (Twenty Six Thousand One Hundred  Twenty Seven  Dollars and 83 Cents
            monthly,  Three Hundred  Thirteen  Thousand Five Hundred Thirty Four
            Dollars annually, $5.05/sq ft plus $1.15 for taxes).

5.     ALL TERMS AND CONDITIONS APPLICABLE TO THE INITIAL LEASE TERM SHALL ALSO
       PREVAIL DURING THIS RENEWAL LEASE TERM EXCEPT FOR THE FIXED MONTHLY BASE
       RENTAL FOR THE RENEWAL LEASE TERM.

6.     ADDITIONAL CONDITIONS:

       a.)  Tenant shall have the right to sublet a portion of the warehouse
            space and shall be permitted to make improvements so as to
            accommodate said potential. sublease.

       b.)  Landlord agrees to pay for reasonable advertising and marketing
            costs to accomplish said sublet.

       c.)  Real Estate Brokerage Commission to be paid Annually, in advance,
            upon activation of the LEASE each year.

7.     LANDLORD WILL AGREE TO:

       A.   PAINT AND RE-CARPET EXISTING OFFICES (FIRST & SECOND FLOORS)

       B.   REPAIR AND SEAL THE MAJOR CRACKS AND. HOLES IN WAREHOUSE FLOOR.

       C.   EXISTING MECHANICAL SYSTEMS SHALL BE PLACED IN GOOD WORKING ORDER.

<PAGE>


                                        LEASE RENEWAL BETWEEN BASCOM CORPORATION
                                        AND SEL-LEB MARKETING, INC.  Page 2 of 3


IN WITNESS WHEREOF, the parties hereto have hereunto set their hand and seals,
or caused these present to be signed by their Corporate officers and proper
corporate Seal to be hereto affixed, this 29 day of January 2002.

WITNESS:                                    BASCOM CORPORATION


     /s/ Wendi R. Viglione                  BY:    /s/ John A. Fressie
------------------------------------           --------------------------------
                                                       John A. Fressie

ATTEST:                                     SEL-LEB MARKETING, INC.


    /s/ Wendi R. Viglione                   BY:       /s/ J. Koegel
------------------------------------           --------------------------------

         WENDI R. VIGLIONE
    NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 20, 2002

<PAGE>

                                        LEASE RENEWAL BETWEEN BASCOM CORPORATION
                                        AND SEL-LEB MARKETING, INC.  PAGE 3 OF 3


                     ADDENDUM TO LEASE RENEWAL DATED 1/29/02
             BETWEEN BASCOM CORPORATION AND SEL-LEB MARKETING, INC.

BASCOM CORPORATION WILL COMPLETE ALL THE NECESSARY REPAIRS REQUESTED BY TENANT
WITHIN 60 DAYS FROM THE SIGNING OF THIS LEASE.

BASCOM AGREES TO ASSIGN ALL OF IT'S PUBLIC WAREHOUSING BUSINESS TO TENANT
PROVIDING TENANT PROVIDES THE SAME SERVICE BASCOM IS PAYING FOR AT PORT JERSEY
WAREHOUSE. BASCOM HAS PROVIDED TENANT WITH COMPLETE BILLING FROM PORT JERSEY
WAREHOUSE AND THEIR RATE SCHEDULE. BASCOM WILL PAY TENANT THE SAME PRICE FOR
THESE SERVICES.

BOTH PARTIES AGREE TO ENTER INTO A 24 MONTH AGREEMENT, NON CANCELABLE BY EITHER
PARTY.

BASCOM AGREES TO PAY TENANT A MINIMUM CHARGE OF $3,500.00 PER MONTH IF ACTUAL
BILLING IS LESS.


IN WITNESS WHEREOF, the parties hereto hereunto set their hand and seals, or
caused these present to be signed by their Corporate officers and proper
corporate Seal to be hereto affixed, this 29th day of January 2002.

WITNESS:                                    BASCOM CORPORATION


     /s/ Wendi R. Viglione                  BY:    /s/ John A. Fressie
------------------------------------           --------------------------------
                                                       John A. Fressie

ATTEST:                                     SEL-LEB MARKETING, INC.


    /s/ Wendi R. Viglione                   BY:       /s/ J. Koegel
------------------------------------           --------------------------------

         WENDI R. VIGLIONE
    NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 20, 2002