SECURED PROMISSORY NOTE

                                DECEMBER 22, 2003

JERSEY CITY, NEW JERSEY                                          $1,400,000.00

FOR VALUE RECEIVED, the undersigned,  LEHIGH ACQUISITION  CORPORATION,  a Nevada
corporation (the "Company"), promises to pay STONE STREET ASSET MANAGEMENT, LLC,
a Nevada  limited  liability  corporation  (the  "Holder") at 101 Hudson Street,
Suite 3606,  Jersey City,  New Jersey 07302 or other address as the Holder shall
specify in writing,  the  principal  sum of ONE MILLION  FOUR  HUNDRED  THOUSAND
(U.S.) DOLLARS AND 00/100  ($1,400,000.00)  and will be payable  pursuant to the
following terms:

1. AMOUNT OF NOTE. The face amount of this Secured Promissory Note (this "Note")
shall be payable in full on January 10, 2010 and monthly  payments of  27,740.71
that begin on January 1, 2005.  There shall be 60 total  payments.  Interest has
been  calculated at a yearly rate of 5%. This Note is issued in connection  with
that certain  parcel of land located at 555 South Avenue,  Cranford,  New Jersey
(the  "Property").  If this Note is not paid in full when due,  the  outstanding
principal owed hereunder shall be due and payable in full together with interest
thereon at the rate of five percent  (5%) per annum or the highest  permitted by
applicable law, if lower.

2.  MORTGAGE.  The  Company  hereby  pledges to the Holder,  and has  recorded a
mortgage dated the date hereof (the  "Mortgage")  with regard to the Property in
the name of the Holder,  for such time until the principal amount hereunder plus
interest is paid in full.  The Company shall provide proof of such filing to the
Holder.

3. WAIVER AND  CONSENT.  To the fullest  extent  permitted  by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

4. COSTS,  INDEMNITIES  AND EXPENSES.  The Company  agrees to pay all reasonable
fees and costs incurred by the Holder in collecting or securing or attempting to
collect or secure this Note, including reasonable  attorneys' fees and expenses,
whether  or not  involving  litigation,  collecting  upon any  judgments  and/or
appellate or bankruptcy  proceedings.  The Company agrees to pay any documentary
stamp taxes, intangible taxes or other taxes which may now or hereafter apply to
this Note or any payment made in respect of this Note, and the Company agrees to
indemnify and hold the Holder  harmless from and against any  liability,  costs,
attorneys' fees, penalties,  interest or expenses relating to any such taxes, as
and when the same may be incurred.

8. EVENT OF DEFAULT.  Upon an Event of Default (as  defined  below),  the entire
principal  balance and accrued  interest  outstanding  under this Note,  and all
other  obligations of the Company under this Note,  shall be immediately due and
payable  without any action on the part of the Holder,  and the Holder  shall be
entitled to seek and  institute  any and all remedies  available to it including
but not limited to  foreclosure  on the property  outlined in the  mortgage.  No
remedy  conferred under this Note upon the Holder is intended to be exclusive of
any other remedy available to the Holder,  pursuant to the terms of this Note or
otherwise.  No single or partial  exercise by the Holder of any right,  power or
remedy  hereunder  shall  preclude any other or further  exercise  thereof.  The
failure  of the  Holder  to  exercise  any right or  remedy  under  this Note or
otherwise,  or delay in exercising such right or remedy,  shall not operate as a

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waiver thereof.  An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the  following:  (i) the Company should fail for any reason
or for no reason to make  payment  of the  outstanding  principal  balance  plus
accrued interest  pursuant to this Note within the time prescribed herein or the
Company  fails to satisfy any other  obligation  or  requirement  of the Company
under this Note;  (ii) any default under the Mortgage;  or (iii) any proceedings
under  any  bankruptcy  laws of the  United  States  of  America  or  under  any
insolvency,  reorganization,  receivership,  readjustment of debt,  dissolution,
liquidation or any similar law or statute of any jurisdiction now or hereinafter
in effect  (whether  in law or at equity) is filed by or against  the Company or
for all or any part of its property.

9. MAXIMUM  INTEREST  RATE.  In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Holder as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Holder in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Holder's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Holder had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

10.  CANCELLATION  OF NOTE.  Upon the  repayment  by the  Company  of all of its
obligations  hereunder to the Holder,  including,  without limitation,  the face
amount  of this  Note,  plus  accrued  but  unpaid  interest,  the  indebtedness
evidenced  hereby shall be deemed  canceled  and paid in full.  At such time the
Holder shall file a release of the Mortgage. Except as otherwise required by law
or by the  provisions of this Note,  payments  received by the Holder  hereunder
shall be applied first against expenses and  indemnities,  next against interest
accrued on this Note, and next in reduction of the outstanding principal balance
of this Note. Nothing herein shall prevent the Company from prepaying all amount
due hereunder prior to the due date of this Note.

11. SEVERABILITY.  If any provision of this Note is, for any reason,  invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

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12.  AMENDMENT  AND WAIVER.  This Note may be amended,  or any provision of this
Note may be waived,  provided that any such  amendment or waiver will be binding
on a party  hereto  only if such  amendment  or waiver is set forth in a writing
executed by the parties hereto.  The waiver by any such party hereto of a breach
of any  provision  of this Note shall not operate or be construed as a waiver of
any other breach.

13. SUCCESSORS.  Except as otherwise  provided herein,  this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

14.  ASSIGNMENT.  This Note shall not be directly or  indirectly  assignable  or
delegable  by the  Company.  The  Holder  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

15. NO STRICT CONSTRUCTION.  The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

16.  FURTHER  ASSURANCES.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

17.  NOTICES,   CONSENTS,   ETC.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:


If to Company:                     Lehigh Acquisition Corp.







If to the Company:                 Stone Street Asset Management, LLC
                                   101 Hudson Street, Suite 3606
                                   Jersey City, NJ 07302
                                   Attention:     Mark A. Angelo
                                   Telephone:   (201) 985-8300
                                   Facsimile:    (201) 985-8266

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or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

18. REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF. The Holder's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Holder under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Holder  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note.  Every  right and  remedy of the  Holder  under any
document executed in connection with this transaction may be exercised from time
to time and as often as may be  deemed  expedient  by the  Holder.  The  Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to the Holder  and that the remedy at law for any such  breach
may be inadequate.  The Company  therefore agrees that, in the event of any such
breach or threatened  breach,  the Holder shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach, and specific
performance  without the necessity of showing economic loss and without any bond
or other security being required.

19.  GOVERNING LAW;  JURISDICTION.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts sitting in Essex County,  New Jersey, for the adjudication of any dispute
hereunder  or in  connection  herewith  or  therewith,  or with any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such

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suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

20. NO INCONSISTENT AGREEMENTS.  None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

21. THIRD PARTIES.  Nothing herein  expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

22. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO THE
COMPANY THE MONIES  HEREUNDER,  THE COMPANY  HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

23. ENTIRE AGREEMENT.  This Note (including the recitals  hereto),  the Mortgage
and all documents attached thereto or referenced therein, collectively set forth
the entire  understanding  of the parties  with  respect to the  subject  matter
hereof, and shall not be modified or affected by any offer, proposal,  statement
or representation,  oral or written, made by or for any party in connection with
the  negotiation  of the terms hereof,  and may be modified only by  instruments
signed by all of the parties hereto.


                              [SIGNATURE TO FOLLOW]



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         IN WITNESS WHEREOF,  this Note is executed by the undersigned as of the
date hereof.


                                                    LEHIGH ACQUISITION CORP.

                                                    By: /s/George Kanakis
                                                       ------------------------
                                                    Name: George Kanakis
                                                    Title:President