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                                                                 EXHIBIT 10.33.1

                          FIRST AMENDMENT TO NET LEASE

         This FIRST AMENDMENT TO NET LEASE (the "First Amendment") is made
effective this 1st day of September, 2003 by and between CONEWAGO CONTRACTORS,
INC., a Pennsylvania corporation, having an office at 660 Edgegrove Road, P.O.
Box 688, Hanover, Pennsylvania 17331 ("Lessor"), and INTERNATIONAL PERIODICAL
DISTRIBUTORS, INC. (successor by operation of law to Pennsylvania International
Distribution Services, Inc.), a Nevada Corporation, having an office at 3360
Industrial Road, Harrisburg, Pennsylvania 17101 ("Lessee").

                                   BACKGROUND

         Lessor and Lessee entered into a Net Lease ("Lease") dated May 1, 2000,
wherein Lessee leased approximately 59,723 square feet of warehouse space in an
approximately 210,000 square foot building located at 3360 Industrial Road,
Harrisburg, Dauphin County, Pennsylvania. The parties seek to amend the Lease to
provide for the expansion of the Leased Premises to include an additional
approximately 27,034 square feet.

         NOW, THEREFORE, for good and valuable consideration, and intending to
be legally bound, the parties agree as follows:

         1. DEFINED TERMS: INCONSISTENCIES. Any capitalized terms that are not
defined in this First Amendment shall be given the definition of such terms as
set forth in the Lease. If there are any inconsistencies between the provisions
of this First Amendment and the Lease, the provisions of the Lease shall govern.

         2. EXPANSION OF LEASED PREMISES. The Leased Premises shall be expanded
to include the approximately 27,034 square feet of the Building identified on
Exhibit "A", attached hereto and made a part hereof, (the "Additional
Premises"). Upon the inclusion of the Additional Premises in the original Leased
Premises, the total area of the Leased Premises shall be 86,757 square feet for
all purposes under this Lease. Lessor shall deliver the Additional Premises to
Lessee when Lessor has completed the improvements set forth on Exhibit "B",
attached hereto and made a part hereof, ("Lessor's Improvements") except for
minor punch list items. The date of the delivery of the Additional Premises is
hereinafter referred to as the "Commencement Date of the Additional Premises".
The tentative Commencement Date of the Additional Premises is November 1, 2003.
This date is contingent upon Lessor's ability to negotiate an early termination
of the lease under which Novinger, Inc. currently occupies a portion of the
Additional Premises, Lessor's timely receipt of all necessary permits and
approvals to complete Lessor's Improvements, and the execution of this First
Amendment by Lessee on or before September 19, 2003. Upon the delivery of the
Additional Premises, Lessor and Lessee shall execute a written confirmation
establishing the Commencement Date of the Additional Premises. Within two (2)
business days of Lessor's notice of tendering delivery of the Additional
Premises to Lessee, Lessor and Lessee shall mutually establish the "punch list"
by a joint walk though of the Additional Premises. Lessor shall complete the
punch list items within thirty (30) days of the punch list being established,
unless thirty days is an insufficient period of time for completion of an item,
and in which event the parties shall establish a period


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greater than thirty (30) days. The Additional Premises shall be constructed in a
good and workmanlike manner using new materials, and in compliance with all
applicable laws and other governmental requirements, including the Americans
With Disabilities Act; provided that Lessee shall be responsible for bringing
the Additional Premises in compliance with the Americans With Disabilities Act
to the extent such requirements result from Lessee's specific use of the
Additional Premises.

         3. RENT. Effective as of the Commencement Date of the Additional
Premises, the Rent under Article II of the Lease shall be adjusted to Two
Hundred Ninety-Nine Thousand, Three Hundred Eleven Dollars and Sixty-Five Cents
($299,311.65) per year (86,757 square feet x $3.45 per square foot). The Rent
shall be payable in accordance with Article II, Section 1 of the Lease in
monthly installments of Twenty-Four Thousand Nine Hundred Forty-Two Dollars and
64 cents ($24,942.64). The Rent shall be increased by Four Thousand Three
Hundred Thirty-Seven Dollars and Eighty-Five Cents ($4,337.85) on the first
anniversary date of the Commencement Date of Additional Premises and on each
anniversary of the Commencement Date of the Additional Premises thereafter
during the Initial Term (as defined in Section 4, below).

         4. TERM. The Term of the Lease set forth in Article III, Section 1 of
the Lease shall be adjusted so that the Term begins on the Commencement Date of
the Additional Premises and ends at 11:59 p.m., prevailing time, on the day
before the seventh (7th) anniversary of the Commencement Date of the Additional
Premises. Regardless of the foregoing, Lessee may elect, upon not less than 180
days' written notice prior to the fifth (5th) anniversary of the Commencement
Date of the Additional Premises, to terminate the Lease effective as of 11:59
p.m., prevailing time, on the day before the fifth (5th) anniversary of the
Commencement Date of the Additional Premises. If Lessee exercises its right of
early termination, Lessee shall pay to Lessor, which payment shall accompany the
notice to Lessor of Lessee exercising its right of early termination, in the
amount of Eighty-Six Thousand One Hundred Dollars ($86,100.00). The Term of the
Lease set forth in Article III, Section 1 of the Lease is hereinafter referred
to as the "Initial Term".

         5. RENEWAL OPTION. Article III of the Lease is amended and supplemented
to include a new Section 2 as follows:

         Provided Lessee is not in default beyond any applicable cure or grace
         periods under the Lease, Lessee shall have an option to extend the
         Initial Term for an additional five (5) years (the "Renewal Term")
         immediately following the expiration of the Initial Term set forth in
         Section 1 of this Article III. The Rent during the first twelve (12)
         months of the Renewal Term shall be in an amount equal to the Rent
         during the last twelve (12) months of the Initial Term, plus Four
         Thousand Three Hundred Thirty-Seven Dollars and Eighty-Five Cents
         ($4,337.85), and thereafter the Rent during the Renewal Term shall be
         increased on each anniversary of the Commencement Date of the
         Additional Premises by an additional Four Thousand Three Hundred
         Thirty-Seven Dollars and Eighty-Five Cents ($4,337.85). The terms and
         conditions of this Lease shall otherwise be applicable during the
         Renewal Term. As used hereinafter "Term" shall be


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         deemed to refer to the Initial Term and the Renewal Term, if properly
         exercised hereunder.

         6. DEFINITION OF RENT COMMENCEMENT DATE. "Commencement Date of the
Additional Term" shall be substituted for "Rent Commencement Date" wherever such
term appears throughout the Lease.

         7. CONTINUED EFFECTIVENESS OF THE LEASE. Except as specifically amended
or supplemented by this First Amendment, the Lease shall otherwise remain in
full force and effect in accordance with its Terms.

         IN WITNESS WHEREOF, Lessor and Lessee have executed this First
Amendment, by their duly authorized officers, as of the date and year first
above written.

WITNESS/ATTEST:                         CONEWAGO CONTRACTORS, INC.

/s/ Susan M. Smith                      By: /s/ Allen M. Smith
---------------------------------           ------------------------------------
                                            Allen M. Smith, Vice President

WITNESS/ATTEST:                         INTERNATIONAL PERIODICAL
                                        DISTRIBUTORS, INC.


/s/ Diana Freidman                      By: /s/ David Buescher
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                                            Dave Buescher, President