Exhibit 10-12
                                                                    Poughkeepsie
                                                                       Branch 62

                         SUFFERN PLACE ASSOCIATES, L.P.
                              Post Office Box 429
                              Middletown, NY 10940


                                                    September 30, 2003


William Pagano, President
RAL Purchasing Corp.
275 Wagaraw Road
Hawthorne, NJ
07506
                                      Re:  Assumption of Lease
                                           Suffern Place Associates, L.P., as
                                           Landlord, and The RAL Supply Group,
                                           Inc., as Tenant
                                           Premises located at 759 Main Street
                                           Poughkeepsie, New York
                                           (the "RAL Poughkeepsie Store")
                                           Lease dated May 1, 1998
                                           (the "Lease Agreement")

Dear Mr. Pagano:

With regard to the above lease which is being assigned to RAL Purchasing Corp.
("Tenant" or "Buyer") by The RAL Supply Group, Inc. ("Seller"), it is hereby
understood and agreed that the lease is hereby modified and amended as follows
(capitalized terms not defined herein or in the Lease Agreement are defined in
or refer to the Asset Purchase Agreement (the "Agreement") dated September 5,
2003 among Buyer, Seller and certain other parties):

1.   Intended Use
     ------------
     Landlord represents that the intended use is consistent with valid CO or a
     preexisting legal non-conforming use and does not violate or prohibit
     zoning or other ordinances and governmental requirements, and that that all
     plumbing electrical and HVAC is in good condition and working order and, to
     the best of landlord's knowledge, there are no outstanding violations of
     record.

2.   Abatement of Rent
     -----------------
     Section 6.4 is hereby amended to provide for abatement of rent for
     substantial and material destruction of property.

3.   Structural Repairs & Replacements
     ---------------------------------
     Section 9.1 is hereby amended to clarify that landlord is responsible for
     all structural repairs and replacements.


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4.   Tenant Default
     --------------
     Section 16.1 is hereby amended to state that, for all matters other than
     payment of rent or additional rent (as to which the current default
     provisions shall continue to apply), tenant will be in default only if the
     designated failure is not cured for 30 days after notice; provided that the
     time periods in this Section 4 shall not extend any cure period in the
     lease beyond 30 days.

5.   Tenant Improvements
     -------------------
     In section 22.1 the amount of improvements that can be made during the term
     of the lease without the landlord's approval shall be $50,000.00.

6.   Notices
     -------
     The notice provision of the lease is hereby revised to provide that all
     notices to the tenant shall be as follows:

         If to Tenant:

                 RAL Purchasing Corp.,
                 c/o Universal Supply Group, Inc.
                 275 Wagaraw Road
                 Hawthorne, NJ 07506

7.   Upward Rental Adjustment
     ------------------------
     Schedule B paragraph 1.2 of the lease is hereby amended to provide that
     every year, starting with the second, the Annual Fixed Rent shall be
     adjusted upward, but never decreased, pursuant to the provisions hereof.
     Additionally, the annual fixed rent under the lease shall be deemed to have
     increased by $12,000.00 on January 1,2001.

8.   Real Estate Taxes
     -----------------
     Article 3.1 (a) is hereby amended to provide that tenant's responsibility
     for payment of all taxes in this article is limited to its proportionate
     share of taxes calculated as a square footage of space it occupies divided
     by the total square footage of the tax property.

9.   Utility Charges
     ---------------
     Article X is hereby amended to provide that tenant's responsibility for
     payment of utility charges is limited to its proportionate share of utility
     charges calculated by the square footage it occupies divided by the square
     footage of the area to which the utility charges apply.

10.  Environmental Matters
     ---------------------
     All relevant provisions of the lease are hereby amended to provide that
     tenant's sole environmental responsibility is to do what tenant in its
     capacity as tenant is required to do under federal and New York statutes,
     and to provide further that the landlord will indemnify the tenant and
     holds it harmless from any and all claims, actions or proceedings asserted
     at any time against tenant with respect to any environmental contamination
     of the leased premises prior to the date of the Closing (including


<PAGE>
     without limitation any issues arising from an underground gasoline tank
     referred to in Section 3.17{c) of the Agreement, including reasonable
     attorney's fees).

11.  Security Deposit
     ----------------
     On the 18th month after the Closing, tenant shall deposit with landlord
     one-month's rent as security deposit. On the 24th month after the Closing,
     tenant shall deposit with landlord one half month's rent as an additional
     security deposit.

12.  Additional Default Remedies
     ---------------------------
     In addition to any default remedies afforded to the landlord under the
     lease, (i) in the event that the tenant defaults under its obligation to
     pay the Promissory Note due and owing to the Company as provided in the
     Agreement and such default is not cured within 30 days after notice and/or
     (ii) in the event that the Buyer defaults under its obligations hereunder
     to pay trade payables that are included in the Assumed Obligations assumed
     by it under the Agreement and such failure is not cured by the Buyer within
     30 days after Company has given notice to the Buyer of the Buyer's failure
     to pay such payables within such time, and (iii) a default by the tenant
     under any of such leases, which is not cured within 30 days after notice,
     shall constitute a default under all such leases, any of the aforesaid
     defaults of the Buyer shall be deemed additional rent due and owing by the
     tenant under each lease. In such event tenant shall consent to the entry by
     the court having jurisdiction thereof to Judgments of Possession and
     issuance of a Warrant of Eviction to be consented to by the landlord, the
     Company and the tenant ("Buyer") to be submitted by the Landlord or the
     Company to any Court having competent jurisdiction over summary possession
     proceedings pursuant to the pertinent provisions of Article 7 of the Real
     Estate Practices and Proceedings Act of the State of New York. The
     aforesaid provisions of this subsection 12 shall survive the Closing and
     the delivery of the Conveyance Documents and shall not merge therein.

13.  Assignment
     ----------
     Notwithstanding anything to the contrary contained in the lease, tenant is
     permitted to assign the lease with landlord's approval which will not be
     unreasonably withheld or delayed. Provisions related to recapture are
     hereby deleted.

Except as otherwise provided herein, all of the terms and conditions of the
lease shall remain in full force and effect.
If this comports with your understanding, kindly sign below.

Sincerely,                                Agreed and Accepted:

Suffern Place Associates, L.P.            RAL Purchasing Corp.

By: /s/ David E. Bernam                   By: /s/ William Pagano
   --------------------------                -------------------------
   David E. Berman, President                William Pagano, President