Exhibit 10.17


                               NET LEASE AGREEMENT
                               -------------------

                  THIS NET LEASE AGREEMENT (this "Lease") is made and entered
     into as of this 17 day of April, 1998, by and between THE JOSEPH A. BANK
     MFG. CO., INC., a New Jersey corporation ("Landlord"), and SOURCEONE,
     L.L.C. a New York limited liability company ("Tenant").

                                   ARTICLE 1

                               LEASE OF FACILITY

                  1.1.     Lease of Facility.
                           -----------------

                  Landlord does lease to Tenant, and Tenant leases from
     Landlord, all of the following (collectively the "Facility"):

                  (a) That certain tract or parcel of land consisting of
              approximately 43,386 square feet, more or less, located in
              Baltimore City, Maryland, as more particularly described in
              Exhibit A (the "Land");

                  (b) All buildings, structures and other improvement of every
              kind including, but not limited to, sidewalks, utility pipes,
              conduits and lines, parking areas and roadways appurtenant to such
              buildings, structures and improvements presently situated on the
              Land (collectively, the "Building");

                  (c) All easements, rights and appurtenances relating to the
              Land and the Building;

                  (d) All Building systems, including all components thereof,
              now permanently affixed to or incorporated into the Building; and

                  This Lease Agreement is subject to the terms, covenants and
     conditions set forth herein. Tenant covenants as a material part of the
     consideration for this Lease Agreement to keep and perform each and all of
     the terms, covenants and conditions by it to be kept and performed, and
     this Lease Agreement is made upon the condition of such performance.
     Landlord covenants as a material part of the consideration for this Lease
     Agreement to keep and perform each and all of the terms and covenants by it
     to be kept and performed.

                  1.2.     Governmental Approvals.
                           ----------------------

                  The Facility is leased to Tenant from Landlord in an "AS-IS"
     condition with respect to compliance with applicable statutes, ordinances,
     rules, regulations, zoning variances and special exceptions. Tenant hereby
     undertakes, at its sole cost and expense, the responsibility to obtain all
     appropriate governmental approvals, certificates, licenses and permits in
     order to operate the Facility for uses described herein. In no event shall
     Landlord be liable for any limitation on the use of the Facility which may
     be imposed by statute, ordinance, rule, regulation, zoning variance or
     special exception, economic

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     condition or otherwise.

                  1.3      Space Reserved.
                           --------------

                  Notwithstanding the terms of Section 1.1. there is
       specifically and exclusively reserved to Landlord, and the Facility shall
       not include, the vault and other area presently used by Landlord for
       record storage (the "Storage Areas").

                  In addition, Tenant shall have the right at all times, in
       common with others, for ingress and egress to the Storage Areas
       including, but not limited to, loading and unloading facilities in the
       Facility used in conjunction therewith.

                  1.4      Condition to Lease.
                           ------------------

                  The effectiveness of this Lease and the delivery of the
     Facility to Tenant is a condition to the effectiveness of that certain
     Primary Supply Agreement dated as of April 16, 1997 (the "Supply
     Agreement") between Landlord and M.S. Pietrafesa, L.P. ("Pietrafesa"). This
     shall not be a continuing condition and Tenant's acceptance of the Facility
     shall satisfy it.

                                    ARTICLE 2

                                   LEASE TERM

                  2.1.     Initial Term.
                           ------------

                  The initial term of this Lease Agreement (the "Initial Lease
     Term") shall commence on April 17, 1998 (the "Commencement Date") and shall
     terminate on February 29, 2000, or on such earlier date on which the
     Initial Lease Term may expire or be terminated pursuant to this provisions
     of the Lease. Tenant shall be entitled to, and its obligations hereunder
     shall be conditioned on, possession of the Facility as of the Commencement
     Date.

                  2.2.     Renewal Term.
                           ------------

                  The Initial Lease Term may be renewed at the option of Tenant.
     If renewed, the renewal shall be for one additional twelve-month term (the
     "Renewal Lease Term"; the Initial Lease Term and the Renewal Lease Term are
     collectively referred to as the "Lease Term").

                               2.2.1 If Tenant elects to renew, it shall be a
     condition to renewal that (i) Tenant not be in default under any of the
     terms hereof and (ii) Tenant give Landlord at least four (4) months written
     notice of its desire to renew.

                               2.2.2 If Tenant elects to renew all terms, this
     Lease shall continue to apply except Base Rent which shall be calculated in
     the manner set forth in Section 2.2.3 hereof.


                                      -2-

<PAGE>


                               2.2.3 The Base Rent for the Renewal Lease Term
     shall be equal to the fair rental value (the "FRV") of the  Facility.  For
     the purposes of this Lease,  the FRV shall be  determined as follows:

                               (a)  By agreement between Landlord and Tenant;
     or,

                               (b)  If  Landlord  and  Tenant  have not or are
     unable to agree on the FRV within thirty (30) days after the date on which
     Tenant exercises such option for the Renewal Lease Term then the FRV shall
     be determined by an independent and qualified MAI appraiser with at least
     ten (10) years' commercial real estate appraisal experience in the vicinity
     of the Facility (a "Qualified Appraiser"). Landlord and Tenant shall agree
     on the appointment of a Qualified Appraiser within seven (7) days after the
     expiration of the foregoing thirty (30) day period, and each party shall
     bear one-half (1/2) of the costs and expenses of the Qualified Appraiser.
     If Landlord and Tenant fail or are unable to agree on the appointment of a
     Qualified Appraiser within such seven (7) day period, the FRV shall be
     determined by three (3) Qualified Appraisers, one selected by Landlord and
     one selected by Tenant (such Qualified Appraisers to be selected within
     seven (7) days after the expiration of the immediately preceding seven (7)
     day period specified in this sentence), and the third Qualified Appraiser
     shall be selected by the appointed Qualified Appraisers. If either Landlord
     or Tenant shall fail to appoint a Qualified Appraiser, the Qualified
     Appraiser appointed by the other of them shall select the second Qualified
     Appraiser within seven (7) days after such failure to appoint. If the two
     Qualified Appraisers so determined shall be unable to agree on the
     selection of a third Qualified Appraiser within seven (7) days after the
     two Qualified Appraisers are determined, then either Qualified Appraiser,
     on behalf of both, may request such appointment by the American Institute
     of Real Estate Appraisers (or any successor association or body of
     comparable standing if such institute is not then in existence). The FRV
     shall be the average of the two closest valuations of the Premises as
     determined by the Qualified Appraisers. The costs, fees, and expenses of
     each Qualified Appraiser appointed separately by Landlord and Tenant,
     respectively, shall be borne by the party who appointed the Qualified
     Appraiser. The costs, fees, and expenses of the third Qualified Appraiser
     shall be shared equally between Landlord and Tenant. The FRV determined by
     such Qualified Appraisers in accordance with this Section, together with
     copies of their appraisal reports, shall be submitted to Landlord and
     Tenant within thirty (30) days after the panel of three Qualified
     Appraisers is constituted. The FRV of the Premises determined in accordance
     with the provisions of this Section shall be binding and conclusive on
     Landlord and Tenant.

                  2.3.     Lease Year.
                           ----------

                  As used herein during the Initial Lease Term and the Renewal
     Lease Term, the term "Lease Year" means (i) with respect to the first Lease
     Year, the period from the Commencement Date through February 28, 1999, (ii)
     thereafter, the twelve (12) month period commencing on the day after the
     last day of the preceding Lease Year and ending on the first anniversary of
     the last day of the preceding Lease Year.

                                    ARTICLE 3

                                      RENT

                  3.1.     Base Rent.
                           ---------

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                  Tenant covenants and agrees to pay to Landlord throughout the
     Initial Lease Term and, if applicable, the Renewal Lease Term, base rent
     (the "Base Rent"), equal to $1.00 per Lease Year.

                               3.1.1.   Base  Rental.  Base  Rent  for the
     Initial  Term has been  paid to  Landlord,  and Landlord acknowledges
     receipt of the same.

                  3.2.     Triple Net Lease.
                           ----------------

                  It is the intention of Landlord and Tenant that this Lease
     Agreement be a "triple net lease," with Tenant paying during the Lease Term
     the Base Rent described in Section 3.1 without notice or demand and free of
     any recoupment, counterclaim, offset, abatement or other deduction
     whatsoever. Not in limitation of the foregoing sentence but by way of
     example, Tenant shall be obligated to pay, as additional rent, any and all
     costs and expenses relating to the Facility, including but not limited to
     taxes (in the manner and at the times set forth in Section 4.1.2),
     maintenance, repair, replacement, utilities, capital expenditures and
     operational expenses, but excepting however insurance as set forth in
     Article 10. This Lease shall always be construed to effectuate the
     foregoing declared intent of the parties.

                  3.3      Late Payments.
                           -------------

                  Any installment of additional rent or any other payment
     required to be made by Tenant hereunder that is due to, or paid by,
     Landlord and which is not paid when due shall bear simple interest of
     eighteen percent (18%) per annum (the "Default Rate") from the date each
     installment shall have fallen due.

                  3.4.     Additional Rent.
                           ---------------

                  Whenever under the terms of this Lease Agreement any sum of
     money is required to be paid by Tenant to Landlord in addition to the Base
     Rent reserved herein, such sum shall be deemed to be additional rent,
     regardless of whether designated as such, and shall be collectible as rent.

                  3.5.     Payment of Rental.
                           -----------------

                  All additional rent shall be paid without any set off or
     deduction whatsoever. Any payment by Tenant or acceptance by Landlord of
     additional rent of a lesser amount than shall be due from Tenant to
     Landlord shall be treated as a payment on account. The acceptance by
     Landlord of a check for a lesser amount with an endorsement or statement
     thereon, or upon any letter accompanying such check, that such lesser
     amount is payment in full, shall be given no effect, and Landlord may
     accept such check without prejudice to any other rights or remedies which
     Landlord may have against Tenant.

                                    ARTICLE 4

                              TAXES AND ASSESSMENTS

                  4.1.     Taxes.
                           -----


                                      -4-


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                               4.1.1. As additional rent hereunder, Tenant
     hereby agrees to pay all real and personal property taxes (including,
     without limitation, rental taxes, if any), assessments, impositions and
     other charges of every description and character levied on or assessed
     against all or any portion of the Facility, improvements located on or
     affixed to the Facility, and personal property located on or affixed to the
     Facility, to the extent that such taxes, assessments, impositions, and
     other charges relate to the Lease Term.

                               4.1.2. Payment of Taxes. Taxes shall be paid by
     Tenant in arrears in equal monthly installments in such amounts as are
     estimated and billed for each tax year by Landlord at the commencement of
     the Term and at the beginning of each successive tax year during the Lease
     Term, each such installment being due on the first day of each calendar
     month (commencing May 1, 1998). At any time during a tax year, Landlord may
     revise its estimate of Tenant's Taxes and adjust Tenant's equal monthly
     installments payable thereafter during the Tax Year to reflect such revised
     estimate. Within twenty (20) days after Landlord's receipt of tax bills for
     each tax year, Landlord will certify to Tenant the amount of Taxes for the
     tax year in question. The failure of Landlord to provide such certification
     within the time prescribed above shall not relieve Tenant of its
     obligations generally or for the specific Tax Year in which any such
     failure occurs unless the Landlord fails promptly thereafter to provide
     such certification.

                  4.2.     Right to Seek Reduction.
                           -----------------------

                  Tenant, at its own cost and expense, shall have the right to
     seek a reduction in the assessed valuation of the Facility.

                  4.3.     Substitute Taxes.
                           ----------------

                  If at any time during the Lease Term the laws concerning the
     methods of real property taxation prevailing at the Commencement Date are
     changed so that a tax or excise on rent or any other such tax, however
     described, is levied or assessed against Landlord as a direct substitution
     in whole or in part for any real property taxes, or in addition thereto,
     Tenant shall pay as additional rent before delinquency (subject to timely
     invoicing to Tenant for the same) the substitute or additional tax or
     excise on rents; provided, however, that Tenant shall not be required to
     pay any municipal, county, state or federal income taxes of Landlord.

                                    ARTICLE 5

                       ARTICLE 5 IS INTENTIONALLY OMITTED

                                    ARTICLE 6

                    USE OF FACILITY/ ENVIRONMENTAL COMPLIANCE

                  6.1.     Permitted Use.
                           -------------
                  Tenant hereby agrees to use the Facility for the operation of
     a manufacturing facility for clothing and related apparel products, and for
     no other use without Landlord's


                                      -5-


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     prior written consent, which consent will not be unreasonably withheld.

                  6.2.     Compliance with Environmental Laws.
                           ----------------------------------

                  Without limiting the provisions of Article 14 hereof, Tenant
     shall comply in all respects with all "Environmental Laws" (as hereinafter
     defined) now in force or which may hereafter be enacted or promulgated
     applicable to the Facility and the conduct of Tenant's business at the
     Facility.

                  Landlord represents that it has complied in all respects with
     all "Environmental Laws" applicable to the Facility for the period from
     August 28, 1984 to the date hereof (the "Environmental Indemnification
     Period").

                  Further, Tenant shall bear all Environmental Liabilities and
     Costs (as hereinafter defined) to the extent that such Environmental
     Liabilities and Costs arise from the operation of the Facility during the
     Lease Term or any condition of the Land that arises from activities by
     Tenant or its agents during the Lease Term; provided, however, that Tenant
     shall have no obligation, expense, cost or liability under any provision of
     this Lease Agreement as a result of, and Landlord shall indemnify and hold
     Tenant and its affiliates harmless against, (i) Environmental Liabilities
     and Costs arising from the operation of the Facility prior to the
     Commencement Date, (ii) any Release that occurred prior to the Commencement
     Date, or (iii) any noncompliance with any Environmental Laws prior to the
     Commencement Date, except that Tenant shall be responsible to the extent of
     any aggravation of or contribution to any such Release is caused by Tenant
     noncompliance of any Existing Environmental Condition during the Lease
     Term.

                  6.3.     Definitions.
                           -----------

                  For purposes of this Article, the following definitions shall
     apply:

                  "Environment" means navigable waters, waters of the contiguous
     zone, ocean waters, natural resources, surface waters, ground water,
     drinking water supply, land surface, subsurface strata, and ambient air,
     both inside and outside of buildings and structures.

                  "Environmental Laws" means federal, state, local and foreign
     laws, common law, regulations and codes, as well as orders, decrees,
     judgments or injunctions issued, promulgated, approved or entered
     thereunder relating to pollution, protection of the environmental or public
     health and safety, including, but not limited to the Release or threatened
     Release of Hazardous Substances into the Environment or otherwise relating
     to the presence, manufacture, processing, distribution, use, treatment,
     storage, disposal, transport or handling of Hazardous Substances.

                  "Environmental Liabilities and Costs" means all liabilities,
     losses, fines, penalties, charges, damages (including damages to persons,
     property or the Environment), costs, or expenses (including legal,
     engineering, and other consultant and expert witness fees and expenses)
     arising under Environmental Laws, or related to Remedial Actions, or
     otherwise arising out of or in respect of:

                      (a) the operation of the Facility or any real property,
              assets, equipment


                                      -6-


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              or facilities related to it; or

                      (b) the environmental conditions on, under, above, or
              about the Facility or any real property, assets, equipment or
              facilities related to it; or

                      (c) expenditures necessary to cause alter, maintain, or
              restore the Facility so as to be or remain in compliance with any
              and all requirements of Environmental Laws including, without
              limitation, all permits, licenses or other authorization issued
              under or pursuant to such Environmental Laws.

                  "Existing Environmental Condition" means any environmental
     condition on, under, above, or about the Facility or any real property,
     assets, equipment or facilities related to it existing prior to the
     Commencement Date.

                  "Governmental Authority" means any government or political
     subdivision thereof, whether federal, state, local or foreign, or any
     agency or instrumentality of any such government or political subdivision.

                  "Hazardous Substance" means any waste, pollutant, hazardous
     substance, toxic substance, hazardous waste, special waste, industrial
     substance or waste, petroleum or petroleum-derived substance or waste, or
     any constituent of any such substance or waste, including without
     limitation any such substance regulated under or defined by any
     Environmental Law.

                  "Losses" means all liabilities, losses, fines, penalties,
     changes, damages, costs (including, without limitation, court costs) or
     expenses (including, without limitation, reasonable attorneys fees).

                  "Release" means any release, spill, emission, leaking,
     pumping, injection, deposit, disposal, discharge, dispersal, leaching or
     migration into the Environmental or into or out of any property, including
     the movement of Hazardous Substances through or in the air, soil, surface
     water, ground water or property.

                  "Remedial Action" means all actions reasonably necessary,
     whether voluntary or involuntary, to (i) clean up, remove, treat or in any
     other way adjust Hazardous Substances in the Environment; (ii) prevent the
     Release or further movement of Hazardous Substances so that they do not
     migrate or endanger or threaten to endanger public health or welfare or the
     Environment; or (iii) perform remedial studies, investigations, restoration
     and post-remedial studies, investigations and monitoring at, on, under or
     about the Facility.

                  6.4.     Environmental Compliance.
                           ------------------------

                      (a) Tenant agrees that promptly after the Commencement
              Date, it will, at no expense to Landlord, apply for the transfer
              into Tenant's name of all permits, licenses and approvals required
              under the Environmental Laws for the operation and use of the
              Facility, and if any of the same are not transferable, promptly
              apply for new permits, licenses and approvals to replace any that
              are not transferable. Tenant will diligently pursue such
              applications and use its best efforts to cause the transfers or
              issuances of new licenses to be approved. Tenant represents and


                                      -7-


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              warrants that it will at no expense to Landlord, maintain
              compliance with the terms and conditions of all such permits and
              will obtain any other such permits necessary for the operation and
              use of the Facility.

                      (b) Tenant agrees to notify Landlord, and Landlord agrees
              to notify Tenant, promptly in writing, upon the party or any of
              its representatives learning of any of the following with respect
              to the Facility:

                               (i)      notice or claim to the effect that
                                        Landlord or Tenant is or may be liable
                                        to any person as a result of the Release
                                        or threatened Release of any Hazardous
                                        Substance into the Environment;

                               (ii)     notice that Landlord or Tenant is
                                        subject to investigation by any
                                        Governmental Authority evaluating
                                        whether any Remedial Action is needed to
                                        respond to the Release or threatened
                                        Release of any Hazardous Substance into
                                        the Environment;

                               (iii)    notice of a condition which might
                                        reasonably be expected to result in a
                                        notice of violation of any Environmental
                                        Law; or

                               (iv)     notice of the commencement of any
                                        judicial or administrative proceeding
                                        alleging a violation of any
                                        Environmental Law.

                      (c) Without limiting the generality of the foregoing,
              Tenant shall identify and dispose of hazardous wastes, as defined
              by any Environmental Laws, generated by Tenant during the Lease
              Term in the manner required by any and all applicable federal,
              state and local laws, rules and regulations. Upon the expiration
              or earlier termination of the Lease Agreement, Tenant shall,
              unless otherwise agreed by the parties, identify and dispose of
              all containers of Hazardous Substances that have been placed on
              the site by the Tenant during the Lease, in accordance with all
              applicable federal, state, and local laws, rules and regulations.

                  6.5.     Waste; Nuisance.
                           ---------------

                  Tenant shall not use the Facility nor permit any use of the
     Facility which in any manner will cause or constitute waste, nuisance or
     unreasonable annoyance to owners or occupants of adjacent or neighboring
     properties. Tenant shall not do, bring, keep or permit anything in or about
     the Facility that will cause a cancellation of any insurance or any
     increase in the cost of insurance covering the Facility unless, in the case
     of any increase in the cost, Tenant agrees to pay the increased cost.
     Tenant shall, at its expense, comply with any and all requirements
     pertaining to the Facility of any insurance company necessary for the
     maintenance of reasonable property and public liability insurance for the
     Facility. Tenant shall, at its expense, keep the Facility, including
     walkways and landscaping adjacent to the Facility, clean and free from
     rubbish and dirt at all times, and shall arrange for the regular pick up
     and cartage of trash and garbage at Tenant's expense.

                  6.6.     Covenant of Continuous Use.
                           --------------------------

                                      -8-


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                  Except as provided in the following paragraph, Tenant shall
     (subject to any right to terminate this Lease) continuously and diligently
     use the Facility for the use specified in this Lease Agreement. If the
     Facility is partially destroyed or condemned and this Lease Agreement
     remains in full force and effect, Tenant shall continue operation of the
     Facility to the extent reasonably practical from the standpoint of good
     business judgment during any period of reconstruction or restoration.

                  Tenant may temporarily close the Facility, for a period not to
     exceed an aggregate of thirty (30) days, in order to perform repairs,
     alterations, improvements or renovations which are required by this Lease
     Agreement or approved by Landlord, if closing the Facility, in the Tenant's
     reasonable opinion, is the most cost-effective way to accomplish such
     repairs, alterations, improvements or renovations and does not violate any
     applicable laws.

                                    ARTICLE 7

                     IMPROVEMENTS, ALTERATIONS AND ADDITIONS

                  7.1.     Additions.
                           ---------

                  Tenant shall not make any alterations, improvements and/or
     additions (collectively "Additions") to the Facility without first
     obtaining the prior written consent of Landlord, which consent may not be
     unreasonably withheld. When making such determination, Landlord may
     consider all relevant factors, including, but not limited to, the other
     provisions of this Agreement.

                  7.2.     Removal.
                           -------

                  If approved by Landlord in accordance with Section 7.1 herein,
     any and all Additions shall become a part of the Facility, and except for
     personal property and trade fixtures owned by Tenant (including equipment
     owned by Tenant and affixed to the Premises), shall remain on and be
     surrendered with the Facility on expiration or sooner termination of this
     Lease Agreement.

                  7.3.     Mechanics' and Materialmen's Liens.
                           ----------------------------------

                  Tenant shall pay all costs and expenses for any construction
     done on the Facility, and shall keep the Facility free and clear of all
     mechanics' or materialmen's liens resulting from construction done by or
     for the Tenant or with the permission of Tenant. Any mechanic's or
     materialmen's lien filed against the Facility shall be discharged by
     Tenant, by bond or otherwise, within ten (10) days after Tenant's receipt
     of notice of the filing thereof, at the sole cost and expense of Tenant.
     Tenant shall have the right to contest the correctness or validity of any
     such lien if Tenant procures and posts a lien release bond in recordable
     form issued by a corporation authorized to issue surety bonds in the State
     of Maryland in an amount equal to one and one-half (1-1/2) times the amount
     of the claim of lien. The bond shall meet all requirements of Maryland law
     and shall provide for the payment of any sum that claimant may recover on
     the claim together with costs of suit if it recovers in the action.

                                    ARTICLE 8


                                      -9-


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                             MAINTENANCE AND REPAIRS

                  8.1.     Maintenance and Repairs.
                           -----------------------

                  Tenant, at its sole cost and expense, shall maintain the
     Facility in good condition and shall deliver the same and surrender the
     Facility to Landlord at the expiration or earlier termination of the Lease
     Term in the same condition as received at the Commencement Date less the
     effects of normal wear-and-tear. In addition, on or before _________ of
     each year during the Lease Term, Tenant shall, at its sole cost, cause a
     boiler inspection to be performed on the boiler included in the Facility by
     an inspector mutually selected by Tenant and Landlord. Tenant shall deliver
     to Landlord a copy of the inspection report prepared by such inspector
     promptly upon Tenant's receipt thereof. Also, Tenant shall, at its sole
     cost, have the boiler properly serviced and maintained on a regular basis
     in accordance with accepted standards and practices in the boiler industry,
     including, without limitation, appropriate feed water testing and
     conditioning.

                  8.2.     Condition of Facility.
                           ---------------------

                  Tenant accepts the Facility from the Landlord on an "As
     Is/Where Is" basis and each party acknowledges that Landlord has made,
     makes and shall make no representations or warranties (except under Article
     (6)) with respect to the Facility, express or implied. Without limiting the
     generality of the foregoing, each party acknowledges and agrees that
     Landlord has made, makes and shall make (i) no representation or warranty
     of tenantability or habitability with respect to the Facility, (ii) no
     representation or warranty of fitness with respect to any fixtures
     contained therein, and (iii) no representation or warranty with respect to
     the physical condition of the Facility or the operating order or condition
     of any fixtures; and Tenant agrees that, except for the express
     representation and warranty set forth in Section 14.3 hereof, Tenant is not
     relying upon any representations or warranties of Landlord with respect to
     the tenantability, habitability, fitness, physical condition, or operating
     order of the Facility or any of the fixtures contained therein.

                  8.3.     Tenant's Responsibility.
                           -----------------------

                  Tenant agrees that during the Lease Term, it will at its own
     cost and expense keep (i) the Facility and fixtures in a clean and sightly
     condition consistent with the Facility's current condition less the effects
     of normal wear-and-tear and in compliance with all applicable legal
     requirements and (ii) all components and systems thereof (including, but
     not limited to, boilers, air conditioning, heating and ventilation systems,
     and all other electrical and mechanical systems), and the grounds and paved
     and impervious areas surrounding the Facility, in good order and repair and
     in good operating condition less the effects of normal wear-and tear.
     Tenant, except as may be otherwise expressly provided in this Lease
     Agreement, shall promptly, at its sole cost and expense, make all necessary
     repairs, restorations, renewals and replacements to the Facility whether
     interior or exterior, structural or nonstructural, ordinary or
     extraordinary, foreseen or unforeseen. Such repairs, restorations, renewals
     and replacements shall, to the extent practicable, be comparable in quality
     to the original work or property replaced.

                  8.4.     Landlord's Responsibility.
                           -------------------------

                                      -10-


<PAGE>


                  Landlord shall have no responsibility or obligation whatsoever
     to maintain, repair, replace, restore, or keep safe the Facility or
     fixtures and Landlord shall not be required to make any repairs,
     replacements, alterations, or renewals of any nature or description to the
     Facility, whether interior or exterior, ordinary or extraordinary,
     structural or nonstructural, foreseen or unforeseen, or to make any
     expenditure whatsoever in connection with this Lease Agreement or to impact
     or maintain the Facility in any way. Landlord and its agents shall have the
     right, but not the obligation, without additional notice to Tenant and at
     Tenant's expense (which expense shall constitute additional rent and shall
     be payable upon written demand therefor), to enter onto and make any
     repairs to the Facility that Landlord reasonably believes are necessary to
     maintain the Facility if Tenant fails to make such repairs within twenty
     (20) days after Landlord delivers written notice to Tenant requesting
     Tenant to complete the necessary repairs. No such twenty (20) day notice
     period shall be required prior to Landlord's entry and repair in the event
     that the failure to immediately make such repair could cause a substantial
     amount of damage to the Facility.

                                    ARTICLE 9

                             UTILITIES AND SERVICES

                  Tenant shall, at its sole cost and expense, make all
     arrangements for and pay for all charges for utilities and services
     furnished to it or used by it, including, without limitation, gas,
     electricity, water, sanitary sewer, telephone service, trash collection and
     for all connection charges for such services. Landlord shall have no
     obligation whatsoever to provide or pay for any utilities now available or
     which may in the future become available at the Facility pursuant to
     appropriate utilities easements, including but not limited to: gas,
     electricity, water, telephone, storm and sanitary sewer, provided that
     Landlord shall reasonably cooperate with Tenant (but without any
     out-of-pocket expense to Landlord) in the securing thereof.

                                   ARTICLE 10

                                    INSURANCE

                  10.1.    Facility. During the Lease Term, Landlord, at its
     sole cost and expense, shall keep the Facility and fixtures insured against
     loss or damage by, flood, fire and such other risks as are now or hereafter
     are included in an extended coverage endorsement in common use for
     commercial property in the geographic location of the Facility, including
     vandalism and malicious mischief in an amount equal to the full replacement
     value of the Facility.

                  10.2.    Public Liability and Automobile Insurance.
                           -----------------------------------------

                  During the Lease Term, Tenant, at its sole cost and expense,
     shall keep or cause to be kept in force, for the mutual benefit of Landlord
     and Tenant, the following types of insurance coverage:

                      (a) comprehensive general bodily injury liability
              insurance and property damage liability insurance, including
              contractual and products and completed


                                      -11-


<PAGE>

              operations, with a combined single limit of liability of Ten
              Million Dollars ($10,000,000.00) for personal injuries or deaths
              of persons or for property damage occurring in or about the
              Facility.

                      (b) comprehensive automobile property damage liability
              insurance, providing protection of at least $10,000,000.00 per
              accident.

                  10.3.    Workers' Compensation, Unusual Hazards, and Other
                           Insurance.
                           -------------------------------------------------

                  During the Lease Term, Tenant, at its sole cost and expense,
     shall keep in force in form and coverage reasonably satisfactory to
     Landlord:

                               (a) Workmen's compensation (or equivalent)
              insurance, including employer's liability insurance, in an amount
              necessary to meet all legally required limits.

                               (b) Boiler and machinery insurance.

                               (c) If Tenant commits, permits, or causes the
              conduct of any activity or the bringing or operation of any
              equipment (other than the equipment currently located at the
              Facility and similar equipment) on or about the Facility creating,
              in Landlord's reasonable judgment, unusual hazards, Tenant shall
              procure and maintain in force during such activity or operation
              insurance sufficient to cover the risks represented thereby.
              Landlord's demand for unusual hazard insurance hereunder shall not
              constitute a waiver of any right Landlord may have to demand the
              removal, cessation, or abatement of such activity or operation.

                               (d) Tenant may procure and maintain any insurance
              not required by this Lease Agreement, but all such insurance shall
              be subject to all other provisions of this Lease Agreement
              pertaining to insurance and shall be for the mutual benefit of
              Landlord and Tenant.

                  10.4.    General Insurance Matters.
                           -------------------------

                  All insurance required under Sections 10.4 and 10.5 of this
     Lease Agreement shall be carried only with responsible insurance companies
     having a rating by A.M. Best Company of A- or better, and shall:

                               (a) Name Landlord as an additional  insured or
              additional  loss payee,  as applicable, and contain
              cross-liability endorsements;

                               (b) Contain a waiver of subrogation  by the
              insurance  company in favor of the landlord;

                               (c) Be primary as to Landlord and noncontributing
              with any insurance that may be carried by Landlord;

                               (d) Not provide for a deductible of more than Ten
              Thousand Dollars ($10,000.00);


                                      -12-


<PAGE>


                               (e) Be provided by insurance companies duly
              licensed in the State of Maryland and reasonably acceptable to
              Landlord; and

                               (f) Provide that they cannot be canceled or
              materially changed except after thirty (30) days' written notice
              by the insurer to Landlord.

                  10.5.    Proof of Compliance; Failure to Maintain Insurance.
                           --------------------------------------------------

                  Tenant shall deliver to Landlord, in the manner required for
     notices herein, copies of policies and certificates of all insurance
     policies required by this Lease Agreement, together with evidence
     satisfactory to Landlord of payment required for procurement and
     maintenance of the policy, within the following time limits:

                               (a) For insurance required at the commencement of
              this Lease Agreement, upon the Commencement Date.

                               (b) For insurance becoming required at a later
              date, at least ten (10) days before the requirement takes effect.

                               (c) For any renewal or replacement of a policy
              already in existence, Tenant will provide evidence at least ten
              (10) days before expiration or other termination of the existing
              policy.

                  If Tenant fails or refused to procure or to maintain insurance
     as required by this Lease Agreement or fails or refuses to furnish Landlord
     with required proof that the insurance has been procured and is in force
     and paid for, Landlord shall have the right, but not the obligation, at
     Landlord's election, to procure and maintain such insurance. The premiums
     paid by Landlord shall be treated as additional rent due from Tenant with
     interest at the Default Rate, to be paid on the first day of the month
     following the date on which the premiums were paid. Landlord shall give
     Tenant prompt notice of the payment of such premiums, stating the amounts
     paid and the name of the insurer or insurers, and interest at the Default
     Rate shall run from the date of payment by Landlord.

                                   ARTICLE 11

                                   DESTRUCTION

                  11.1.    Destruction of Facility.
                           -----------------------

                  If during the Lease Term the Facility is totally or partially
     destroyed from any cause whatsoever, whether or not such cause is covered
     by insurance maintained by Landlord, rendering the Facility totally or
     partially inaccessible or unusable, Landlord, at its sole option, may
     either (i) cancel and terminate this Lease or (ii) with due diligence and
     dispatch, restore the Facility to substantially the same condition as it
     was in immediately before destruction. There shall be no abatement of Base
     Rent or any other payment to be made by Tenant hereunder, except that
     Landlord will credit against any additional rent (i) any business
     interruption insurance proceeds actually received by Landlord and (ii) any
     credit actually received by Landlord for items prepaid by Tenant but which
     were reduced as a result of such destruction. Upon cancellation of this
     Lease by Landlord, Landlord shall be then entitled to all insurance
     proceeds payable by reason of the destruction.


                                      -13-


<PAGE>

                                   ARTICLE 12

                                  CONDEMNATION

                  12.1.    Certain Definitions.
                           -------------------

                  The following terms shall have the following meanings: (i)
     "Taking" shall mean the transfer of the use, occupancy or title of the
     Facility or any portion thereof to an entity exercising the power of
     eminent domain in any actual or threatened action or proceeding pursuant to
     any law, general or special, and shall include such transfer made in
     settlement or in lieu of any such threatened action or proceeding; (ii) the
     "Date of Taking" shall mean the earlier of the date upon which the use,
     occupancy or title of the Facility or any portion thereof is vested in, or
     possession thereof is taken by, such entity; and (iii) "Award" shall mean
     the amounts recovered as compensation or damages on account of a Taking,
     including all amounts paid pursuant to any agreement with such entity which
     has been made in settlement or under threat or in lieu of any such action
     or proceeding, less the reasonable costs and expenses incurred in
     collecting such amounts (including any such amounts held or received by or
     on behalf of Landlord by the holder of any mortgage and any attorneys'
     fees).

                  12.2.    Taking.
                           ------

                  If there shall occur any Taking of all or any part of the
     Facility, then this Lease Agreement shall terminate effective as of the
     Date of Taking provided, however, that such termination shall be without
     prejudice to the rights of Landlord to recover and retain the Award in its
     own name.

                  12.3     Claims of Landlord and Tenant.
                           -----------------------------

                  Landlord shall be entitled to receive the entire Award in any
     proceeding with respect to such Taking without deduction therefrom for any
     estate vested in Tenant by this Lease Agreement, and Tenant shall receive
     no part of such Award, except as herein expressly provided. Tenant shall
     have the right to make a separate claim with the condemning authority for
     (i) any moving or relocation expenses incurred by Tenant as a result of
     such condemnation; and (ii) any costs incurred and paid by Tenant in
     connection with any alteration or improvement made by Tenant to the
     Facility, provided, however, that such separate claim shall not reduce or
     adversely affect the amount of Landlord's Award.

                                   ARTICLE 13

                              DEFAULT AND REMEDIES

                  13.1.    Default by Tenant.
                           -----------------

                  The occurrence of any one or more of the following events
     shall constitute a default and breach of this Lease Agreement by Tenant:

                  (a) Failure by Tenant to make any payment of additional rent,
     or any other payment required to be made by Tenant hereunder as and when
     due.


                                      -14-


<PAGE>


                  (b) The occurrence of a Pietrafesa Event of Default (as
     defined in the Supply Agreement).

                  (c) Any default under Sublease of even date herewith between
     Jos. A Bank Clothiers, Inc., Sublandlord and Tenant, as Subtenant.

                  13.2     Notices of Default to Tenant.
                           ----------------------------

                  Landlord shall give Tenant written notice of default and
     Tenant shall have the right to cure defaults hereunder and be relieved from
     the effects thereof if, in the case of a monetary default, Tenant remedies
     such default by making the required payment(s) within five (5) days after
     the giving of notice by Landlord or, in the case of nonmonetary defaults,
     Tenant remedies such default within thirty (30) days after the giving of
     notice by Landlord; provided, however, if such nonmonetary default cannot
     reasonably be cured within such thirty (30) days period, Tenant shall have
     up to an additional thirty (30) days to remedy such default so long as
     Tenant is diligently pursuing such remedy. No further notices shall be
     required to pursue any remedy of Landlord, including the commencement of an
     unlawful detainer proceeding, and to the extent the law may be construed to
     require additional notices, such notices are specifically waived by Tenant.

                  13.3     Remedies of Landlord.
                           --------------------

                           (a)      Cumulative  Remedies.  If, and only if, any
     default by Tenant is not cured within the cure period after notice provided
     in the foregoing Section 13.2, Landlord shall have the following remedies
     set forth in this Section 13.3.

                           (b)      Performance   of   Tenant's   Obligations.
     Landlord,   with  or  without terminating this Lease Agreement, may
     immediately or at any time thereafter reenter the Facility and correct or
     repair any condition which shall constitute a failure on Tenant's part to
     keep, observe, perform, satisfy, or abide by any term, condition, covenant,
     agreement, or obligation of this Lease Agreement or of any notice given
     Tenant by Landlord pursuant to the terms of this Lease Agreement, and
     Tenant shall fully reimburse and compensate Landlord on demand (which sums
     shall constitute additional rent).

                           (c)      Vacation of Facility.  Landlord,  with or
     without  terminating  this Lease Agreement, may immediately or at any time
     thereafter demand in writing that Tenant vacate the Facility and thereupon
     Tenant shall vacate the Facility and remove therefrom all property thereon
     belonging to or placed on the Facility by, at the direction of, or with
     consent of Tenant within thirty (30) days of receipt by Tenant of such
     notice from Landlord, whereupon Landlord shall have the right to reenter
     and take possession of the Facility. Any such demand, reentry and taking
     possession of the Facility by Landlord shall not of itself constitute an
     acceptance by Landlord of a surrender of this Lease Agreement or of the
     Facility by Tenant and shall not of itself constitute a termination of this
     Lease Agreement by Landlord.

                           (d)      Reentry.  Landlord, with or without
     terminating this Lease Agreement,  may immediately or at any time
     thereafter reenter the Facility and remove therefrom Tenant and all
     property belonging to or placed on the Facility by, at the direction



                                      -15-


<PAGE>


     of, or with consent of Tenant. Any such reentry and removal by Landlord
     shall not of itself constitute an acceptance by Landlord of a surrender of
     this Lease Agreement or of the Facility by Tenant and shall not of itself
     constitute a termination of this Lease Agreement by Landlord.

                           (e)      Reletting.  Landlord,  with or without
     terminating  this Lease Agreement, may immediately or at any time
     thereafter relet the Facility or any part thereof for such time or times,
     at such rental or rentals and upon such other terms and conditions as
     Landlord may deem advisable in its sole and absolute subjective discretion,
     and Landlord may make any alterations or repairs to the Facility which it
     may deem necessary or proper to facilitate such reletting; and Tenant shall
     pay as additional rent all costs of such reletting including but not
     limited to the cost of any such alterations and repairs to the Facility,
     attorneys' fees, advertising costs, and brokerage commissions; and if this
     Lease Agreement shall not have been terminated, Tenant shall continue to
     pay all Base Rent, and all other forms of rent and all other charges due
     under this Lease Agreement up to and including the date of beginning of
     payment of such rent by any subsequent tenant of part or all of the
     Facility, and thereafter Tenant shall pay monthly during the remainder of
     the Lease Term the difference, if any, between the rent and other charges
     collected from any such subsequent tenant or tenants and the Base Rent, and
     all other liabilities of Tenant hereunder arising and other charges
     reserved in this Lease Agreement, but Tenant shall not be entitled to
     receive any excess of any such rents collected over the rents reserved
     herein.

                           (f)      Termination.   Landlord  may   immediately
     or  at  any  time   thereafter terminate this Lease Agreement, and this
     Lease Agreement shall be deemed to have been terminated upon receipt by
     Tenant of written notice of such termination; upon such termination
     Landlord shall recover from Tenant all damages Landlord may suffer by
     reason of such termination, all arrearages in and all other forms of rent,
     costs, charges, and reimbursements, the cost (including court costs and
     attorneys' fees) of recovering possession of the Facility, the cost of any
     alteration of or repair to the Facility which is necessary or proper to
     prepare the same for re-letting. Such election shall be made by Landlord by
     serving written notice upon Tenant of its choice of one of the two said
     alternatives within thirty (30) days of the notice of termination.

                           (g)      Waiver and  Indemnity.  If Landlord
     reenters the  Facility or  terminates this Lease Agreement pursuant to any
     of the provisions of this Lease Agreement, Tenant hereby waives all claims
     for damages which may be caused by such reentry or termination by Landlord.
     Tenant shall and does hereby indemnify and hold Landlord harmless from any
     loss, cost (including court costs and attorneys' fees), or damage suffered
     by Landlord by reason of such reentry or termination. No such reentry or
     termination shall be considered or construed to be a forcible entry.

                  13.4     Non-Waiver; Forbearance.
                           -----------------------

                  Landlord's pursuit of any one or more of its stated remedies
     shall not preclude pursuit of any other remedy or remedies provided for in
     this Lease Agreement or any other remedy or remedies provided for or
     allowed by law or in equity, separately or concurrently, or in any
     combination. Pursuit of any one or more of the remedies provided in this
     Lease Agreement shall not constitute an election of remedies excluding the
     election of another remedy or other remedies, or a forfeiture or waiver of
     any damages or other sums accruing to Landlord by reason of Tenant's
     default. Landlord's forbearance in


                                      -16-


<PAGE>



     pursuing or exercising one or more of its remedies shall not be deemed or
     construed to constitute a waiver of any future default or remedy. No waiver
     by Landlord of any right or remedy on one occasion shall be construed as a
     waiver of that right or remedy on any subsequent occasion or as a waiver of
     any right or remedy then or thereafter existing. No failure of Landlord to
     pursue or exercise any of its powers rights or remedies or to insist upon
     compliance by Tenant with any agreement, term, covenant, condition,
     requirement, provision or restriction of this Lease Agreement, and no
     custom or practice at variance with the terms of this Lease Agreement,
     shall constitute a waiver by Landlord of the right to demand compliance
     with the terms and conditions of this Lease Agreement.

                  13.5     Default by Landlord.
                           -------------------

                           (a)      Landlord  covenants  and  agrees  that it
     shall  constitute  a default  by Landlord hereunder if any "Bank Event of
     Default" (as defined in the Supply Agreement) shall have occurred and be
     continuing.

                           (b)      Upon and  during the  continuation  of a
     default  described  in clause (a) above, Tenant shall be entitled to
     terminate this Lease and all its obligations hereunder on notice to
     Landlord, which notice and termination shall be effective as of the date
     sent by Tenant (unless provided otherwise in the relevant notice.)

                                   ARTICLE 14

                               COMPLIANCE WITH LAW

                  14.1.    Tenant's Compliance with Laws.
                               -----------------------------

                  Tenant, at its expense, shall comply with all applicable laws,
     rules, orders, ordinances, conditional use permits, zoning variances,
     regulations and other requirements, present or future, including all
     Environmental Laws defined in Section 6.3 herein (collectively, "Legal
     Requirements"), affecting the Facility that are promulgated by any
     governmental authority or agency having jurisdiction, including, without
     limitation, all Legal Requirements affecting the design, construction, use,
     condition, occupancy, and/or operation of the Facility, or relating to the
     performance by Tenant of any duties or obligations to be performed by it
     hereunder; provided, however, that Tenant shall have no obligation,
     expense, cost or liability under any provision of this Lease Agreement as a
     result of (i) Environmental Liabilities and Costs arising from the
     operation of the Facility prior to the Commencement Date, (ii) any Release
     that occurred prior to the Commencement Date, or (iii) any noncompliance
     with any Environmental Laws prior to the Commencement Date, except that
     Tenant shall be responsible for any aggravation of or contribution to any
     such Release, noncompliance or any Existing Environmental Condition during
     the Lease Term.

                  14.2.    Contest of Legal Requirements.
                           -----------------------------

                  Tenant, at its expense and by appropriate proceedings
     diligently prosecuted, may contest the validity or applicability of any
     Legal Requirement, and may postpone its compliance therewith until such
     contest shall be decided, provided such postponement does not subject the
     Landlord or the Facility to penalty or material loss, damage or reduction
     in value.


                                      -17-


<PAGE>


                                   ARTICLE 15

                            ASSIGNMENT AND SUBLETTING

                  15.1.    Prohibition Against Lease Agreement Transfers.
                           ---------------------------------------------

                  Tenant may not sell, assign, encumber or otherwise transfer
     this lease Agreement, or any portion of Tenant's interest in this Lease
     Agreement, or sublease or grant any license or concession for all or any
     part of the Facility, or allow any other person or entity to occupy all or
     any part of the Facility, whether voluntarily or involuntarily (hereinafter
     collectively referred to as "Transfer") without Landlord's prior written
     consent, which consent may be granted or withheld in the sole and absolute
     subjective discretion of Landlord. Any Transfer shall be subject to and
     governed by the terms of this Lease Agreement, and Tenant shall thereafter
     remain primarily liable for the full performance of all terms and
     conditions of this Lease Agreement, including the payment of all additional
     rent and all other forms of rent and other payments required hereunder. Any
     Transfer without Landlord's prior consent shall be voidable at the Option
     of Landlord and shall be a material breach of this Lease Agreement. The
     approval of one Transfer shall not be deemed approval of or consent to any
     subsequent Transfer. As a condition to Landlord's consent to any Transfer,
     Landlord may require a fee to reimburse Landlord for reasonable attorneys'
     fees and costs incurred in reviewing the proposed Transfer, and that the
     transferee assume Tenant's obligations hereunder in writing in a form
     approved by Landlord. Such fee shall constitute additional rent hereunder.

                  Notwithstanding the foregoing, Landlord will not unreasonably
     withhold its consent to a subletting of a portion of the Facility provided
     that:

                  (a) the space to be sublet shall be subject to Landlord
     approval as being unneeded space for the purpose set forth in the Supply
     Agreement.

                  (b) the subletting shall in no way affect the Reserved Space
     provided in Section 1.3.

                  (c) all proceeds of any nature whatsoever to the extent
     exceeding applicable Base Rent and additional rent from said subletting
     shall be promptly paid to Landlord.

                  15.2.    Transfer of Limited Liability Company Member
                           Interests.
                           --------------------------------------------

                  If at any time after execution of this Lease, any part or all
     of the member interests of Tenant shall be transferred by sale, assignment,
     bequest, inheritance, operation of law, or other disposition (including
     such a transfer to or by a receiver or trustee in Federal or state
     bankruptcy, insolvency, or other proceedings) so as to result in a change
     in the present control of the limited liability company by the person or
     persons now owning a majority of such interests (or any affiliate of such
     persons), Tenant shall give Landlord notice of such event within five (5)
     days from the date of such transfer. In such event and regardless of
     whether Tenant has given such notice, Landlord may elect to terminate this
     Lease at any time thereafter by giving Tenant notice of such election, in
     which event this Lease and the rights and obligations of the parties
     hereunder shall cease as of a date set


                                      -18-


<PAGE>



     forth in such notice which date shall not be less than ten (10) days after
     the date of such notice. In the event of any such termination, all
     additional rent due Landlord resulting from Tenant's failure to perform any
     of its obligations hereunder) shall be adjusted as of the date of such
     termination.

                  15.3.    Landlord's Right to Assign Agreement and Mortgage the
                           Facility.
                           -----------------------------------------------------

                  Landlord shall have the right to assign its rights and
     obligations under this Lease Agreement and, in such event, Landlord shall
     provide written notice thereof to Tenant. Landlord shall also have the
     right to mortgage or otherwise encumber the Facility at any time during the
     Lease Term and Landlord shall provide Tenant written notice thereof.

                                   ARTICLE 16

                     ENTRY BY LANDLORD DURING THE LEASE TERM

                  Landlord and its authorized representatives shall have the
     right to enter the Facility either (i) at all times for purposes of
     entering the Reserved Space as set forth in Section 1.3 or (ii) on prior
     notice during normal business hours, for any reason or purpose in
     accordance with the Primary Supply Agreement. Landlord may post "for sale,"
     "for rent" or "for lease" signs during the last six (6) months of the Lease
     Term, or at any time after Tenant has failed to cure a default under the
     terms of this Lease Agreement within the cure period, if any, specified in
     Section 13.2 hereof and, in addition show the Facility to prospective
     brokers, agents, buyers, tenants, lenders or persons interested in the
     Facility at any time during the last six (6) months of the Lease Term, or
     at any time after Tenant has failed to cure a default under the terms of
     this Lease Agreement within the cure period specified in Section 13.2
     hereof. Tenant shall not be entitled to an abatement or reduction in Base
     Rent, or any other form of rent if Landlord exercises any rights reserved
     in this Article. Nothing in this Article shall be construed to require
     Landlord to make any repairs to the Facility whatsoever, it being
     acknowledged by the parties that such responsibility is the sole
     responsibility of Tenant hereunder.

                                   ARTICLE 17

                          SUBORDINATION AND ATTORNMENT

                  17.1.    Subordination
                           -------------

                  Tenant shall from time to time, upon request from Landlord,
     execute and deliver all documents that may be required by a lender to
     effectuate a subordination of this Lease Agreement to any encumbrance
     recorded before or after the date of this Lease Agreement which constitutes
     a lien against the Facility.

                  17.2.    Attornment
                           ----------

                  It is acknowledged and agreed that Landlord has the right to
     transfer Landlord's interest in the Facility, in whole or in part, to
     encumber Landlord's fee title, and to assign any or all rent due hereunder.
     Tenant shall attorn to any purchaser at any foreclosure sale, or to any
     grantee or transferee designated in any deed given in lieu of foreclosure,
     and any grantee in an outright sale or exchange of the Facility or any part

                                      -19-


<PAGE>


     thereof from Landlord. In the event of such attornment, this Lease
     Agreement shall remain in full force and effect so long as Tenant is not in
     default hereunder.

                  17.3 In the event that Tenant loses possession of the Facility
     as a result of foreclosure of a mortgage encumbering the Facility, this
     shall constitute a "Bank Event of Default" under the Supply Agreement.

                  17.4.    Further Documents.
                           -----------------

                  Tenant hereby agrees to execute any documents reasonably
     required by a lender or grantee from Landlord hereunder to accomplish the
     purposes of this Article. If Tenant fails to execute such documents within
     ten (l0) days of a request therefor, Tenant hereby grants to Landlord a
     power of attorney, coupled with an interest, to execute and deliver such
     documents on behalf of Tenant; provided, however, Landlord shall not be
     authorized to so execute such documents in the event that during such
     ten-day period Tenant reasonably objects on the basis that such documents
     are unreasonable in light of the purposes of this Article.


                                      -20-



<PAGE>


                                   ARTICLE 18

                                     NOTICES
                                     -------

                  Any notice, demand or request, consent, approval or other
     communication that either Landlord or Tenant desires or is required to give
     hereunder shall be in writing and shall be deemed to have been duly given
     and received if delivered by hand or mailed by registered or certified mail
     (return receipt requested), postage prepaid, or if given by facsimile or
     telecopy (followed by a mailed copy), transmitted to the parties at the
     following addresses:

              If to Landlord:    The Joseph A. Bank Mfg. Co., Inc.
                                 500 Hanover Road
                                 Hampstead, Maryland 21074
                                 Attn: Chief Financial Officer

              Copy to:           Newton B. Fowler III, Esquire
                                 Venable, Baetjer and Howard, LLP
                                 1800 Mercantile Bank & Trust Building
                                 2 Hopkins Plaza
                                 Baltimore, Maryland 21201

              If to Tenant:      SourceOne, LLC
                                 4241 Brookhill Road
                                 Baltimore, MD 21215
                                 Attention:  President

              Copy to:           L. Kevin Sheridan, Esquire
                                 Roberts, Sheridan & Kotel
                                 Towers 49
                                 12 E. 49th Street
                                 New York, NY  10017

     or at such other address as may be substituted by notice given as herein
     provided. Every notice, demand, request, consent, approval or other
     communication hereunder shall be deemed to have been duly given on the date
     on which personally delivered, with receipt acknowledged, on the date of
     telecopier transmission, on the date of delivery by overnight courier or
     three (3) business days after the same shall have been deposited with the
     United States mail. For purposes of this Section, a "business day" means
     any day other than Saturday, Sunday or other day on which the commercial
     banks of the State of Maryland are authorized to close.

                                   ARTICLE 19

                  REPRESENTATIONS AND COVENANTS OF THE PARTIES
                  --------------------------------------------

                  19.1.    Landlord's Representations and Covenants.
                           ----------------------------------------


                                      -21-


<PAGE>


                  Landlord hereby makes the following representations:

                           (a)      Landlord  is a  corporation,  organized,
     validly  existing  and  in  good standing under the laws of the State of
     New Jersey and is authorized to transact business as a foreign corporation
     under the laws of the State of Maryland.

                           (b)      Landlord is the record owner of the
     Facility,  and has the corporate power and authority to execute and deliver
     this Lease Agreement and the other agreements to be delivered pursuant
     thereto (collectively, the "Transaction Documents") and to perform its
     obligations hereunder and thereunder.

                           (c)      The  execution and delivery by Landlord of
     the  Transaction  Documents and the performance of its obligations
     thereunder have been duly authorized by all action (corporate or otherwise)
     that is necessary to authorize Landlord to enter into the Transaction
     Documents or to perform its obligations thereunder. Each of the Transaction
     Documents is the legal, valid and binding obligation of Landlord,
     enforceable against Landlord in accordance with its terms.

                           (d)      None of the Transaction  Documents
     conflicts with, violates or will cause a default under any existing
     agreements to which Landlord is a party and all consents and approvals
     necessary for Landlord to enter into each of the Transaction Documents have
     been obtained.

                  19.2.    Representations and Covenants of Tenant.
                           ---------------------------------------

                  Tenant hereby makes the following representations:

                           (a)      Tenant is a limited liability Company
     organized,  validly existing and in good standing under the laws of the
     State of New York and is authorized to transact business as a foreign
     limited liability Company under the laws of the State of Maryland.

                           (b)      Tenant has the limited  liability  company
     power and authority to execute and deliver each of the Transaction
     Documents and to perform its obligations thereunder.


                                      -22-

<PAGE>


                           (c)      The execution and delivery by Tenant of the
     Transaction  Documents and the performance of its obligations thereunder
     have been duly authorized by all action that is necessary to authorize
     Tenant to enter into the Transaction Documents or to perform its
     obligations thereunder. Each of the Transaction Documents is the legal,
     valid and binding obligation of Tenant, enforceable against Tenant in
     accordance with its terms.

                           (d)      None of the Transaction  Documents conflicts
     with, violates or will cause a default under any existing agreements to
     which Tenant is a party, and all consents and approvals necessary for
     Tenant to enter into each of the Transaction Documents have been obtained.

                                   ARTICLE 20

                                   SUCCESSORS

                  Subject to the provisions of this Lease Agreement regarding
     Transfers, each and all of the covenants and conditions of this Lease
     Agreement shall be binding upon and shall inure to the benefit of the
     heirs, successors, executors, administrators, assigns and personal
     representatives of the respective parties.

                                   ARTICLE 21

                     EXPIRATION, TERMINATION AND HOLDER OVER

                  21.1.    Surrender of the Facility.
                           -------------------------

                  At the expiration or earlier termination of the Lease Term,
     Tenant shall surrender to Landlord the possession of the Facility,
     Fixtures, improvements, alterations and/or additions to or of the Facility
     (excepting only movable fixtures and trade fixtures, including all
     manufacturing equipment installed by Tenant), which shall, upon the
     expiration or earlier termination of the Lease Term, become a part of the
     Facility and the property of the Landlord, subject to Landlord's right to
     require removal in accordance with Section 7.2 hereof. Tenant shall leave
     the surrendered Facility and any other property in good and broom-clean
     condition and, except as provided to the contrary in provisions of this
     Lease Agreement on maintenance and repair, in the same condition as
     delivered to Tenant or as improved during the Lease Term, normal wear and
     tear excepted. All property that Tenant is not required to surrender but
     that Tenant does not remove from the Facility on or before the date of
     termination of this Lease Agreement shall, at Landlord's election,
     automatically become Landlord's property at termination without the
     necessity of any further act by Landlord or Tenant.

                  21.2.    Holding Over.
                           ------------

                  If Tenant fails to surrender the Facility at the expiration or
     sooner termination of this Lease Agreement, Tenant shall defend and
     indemnify Landlord from all liability and expense including, without
     limitation, attorneys' fees resulting from Tenant's failure to surrender.
     This Lease Agreement shall terminate without further notice at the
     expiration of the Lease Term. Any holding over by Tenant after expiration
     with the consent of Landlord shall not constitute a renewal or extension or
     give Tenant any right in or to the Facility, but will be deemed to be a
     tenancy on a month-to-month basis, subject to the


                                      -23-


<PAGE>


     covenants and conditions of this Lease Agreement, including without
     limitation, the obligation to pay the rent reserved to Landlord, except
     that Base Rent shall be increased to an amount equal to two (2) times the
     then current Base Rent.

                                   ARTICLE 22

                            NO RECOURSE TO AFFILIATES

                  Landlord and Tenant each agree that its obligations hereunder
     are primary in nature and that neither party hereto shall have any recourse
     to any officer, director, partners, member or affiliate (including in the
     case of SourceOne, Pietrafesa), and that no such person or entity shall
     have any liability, in respect of the payment and performance obligations
     of Landlord and Tenant hereunder.

                                   ARTICLE 23

                            MISCELLANEOUS PROVISIONS

                  23.1.    Counterparts.
                           ------------

                  This Lease Agreement may be executed in two or more
     counterparts, each of which shall be an original, but all of which shall
     constitute one and the same instrument.

                  23.2.    Time of the Essence.
                           -------------------

                  In the performance of all of the covenants and conditions of
     this Lease Agreement, time shall be of the essence.

                  23.3.    Brokers.
                           -------

                  Tenant and Landlord each warrants that it has had no dealings
     with any real estate broker or agent in connection with the negotiation of
     this Lease Agreement and it knows of no real estate commissions and/or fee
     in connection with the making and entering into of this Lease Agreement.
     Further, the parties each hereby indemnify and hold harmless the other
     party from the payment of any such claims for commissions or fees arising
     from the indemnifying party's contacts with a claiming broker or agent.

                  23.4.    Estoppel Certificates.
                           ---------------------

                  Tenant shall, at any time and from time to time upon not less
     than ten (10) business days' prior written notice from Landlord, execute a
     statement in writing which shall set forth the following: (a) an
     unequivocal certification that this Lease Agreement is unmodified and in
     full force and effect (or, if modified, stating the nature of such
     modification and certifying that this Lease Agreement, as so modified, is
     in full force and effect), and the amount of and date to which the rental
     or other charges have been paid in advance, if any; and (b) an
     acknowledgment that there are not any defenses, offsets or to Tenant's
     knowledge and belief, outstanding uncured defaults on the part of Landlord
     hereunder or specifying such defenses, offsets or defaults if any. Failure
     to deliver the


                                      -24-


<PAGE>


     certificate within ten (l0) business days shall be conclusive upon Tenant
     for the benefit of Landlord and third parties relying on the certificate
     that this Lease Agreement is in full force and effect, has not been
     modified, and there is no default on the part of Landlord, except as may be
     represented by Landlord. Tenant hereby agrees that any statement delivered
     pursuant to this paragraph may be relied upon by the person to whom it is
     addressed at Landlord's request. Landlord agrees to deliver to Tenant upon
     request, a statement similar to the foregoing, except with the parties
     reversed, upon the same terms and conditions as required of Tenant herein.

                  23.5.    Applicable Law.
                           --------------

                  This Lease Agreement shall be governed by and construed in
     accordance with the laws of the State of Maryland (without regard to its
     conflicts of law doctrines).

                  23.6.    Prior Agreements and Modifications.
                           ----------------------------------

                  No provision of this Lease Agreement may be amended or added
     to except by a subsequent contract in writing signed by the parties hereto
     or their respective successors in interest. Further, the Transaction
     Documents take the place of all other oral and written agreements between
     Landlord and Tenant made prior to the date hereof and contain the entire
     agreement of Landlord and Tenant.

                  23.7.    Captions and Headings.
                           ---------------------

                  The captions and headings used throughout this Lease Agreement
     have been provided for the convenience of the parties and for reference
     only. Such are not to be deemed a part of this Lease Agreement nor to be
     considered in the construction or interpretation of any part hereof.


                                      -25-



<PAGE>


                  23.8.    Provisions are Covenants and Conditions.
                           ---------------------------------------

                  All provisions, whether covenants or conditions on the part of
     Tenant, shall be deemed as both covenants and conditions hereunder.

                  23.9.    Severability.
                           ------------

                  The unenforceability, invalidity or illegality of any
     provision of this Lease Agreement shall not render any other provision
     unenforceable, invalid or illegal.

                  23.10.   Exhibits and Schedules Incorporated.
                           -----------------------------------

                  All Exhibits to which reference is made are deemed
     incorporated in this Lease Agreement.

                  23.11.   Relationship of Parties.
                           -----------------------

                  The relationship between the parties shall at all times be
     deemed to be that of Landlord and Tenant. The parties do not intend, nor
     shall this Lease Agreement be deemed to create, a partnership or joint
     venture.

                  23.12.   Modifications.
                           -------------

                  The parties agree to modify this Lease Agreement in order to
     accommodate any reasonable requirements of Landlord's lenders so long as
     such modifications do not affect the rent or other financial
     responsibilities of the parties, do not alter significantly the
     non-financial responsibilities of the parties, or otherwise have a material
     and adverse economic effect on the parties hereunder.

                  23.13.   Covenant of Quiet Enjoyment.
                           ---------------------------

                  So long as Tenant is not in default hereunder, and subject to
     all of the other provisions of this Lease Agreement, Tenant shall be
     entitled to quiet enjoyment of the Facility during the Lease Term without
     molestation or hindrance by Landlord or any party claiming by, through, or
     under Landlord.

                  23.14. Recordation. A short form of this Lease, in the form
     prescribed by statute, suitable for recordation, shall be executed by the
     parties hereto upon the request of either Landlord or Tenant. Recordation
     shall not be required. If either party desires to record the short form
     lease, all costs of recordation shall be at the expense of that party.

                  23.15. Landlord Exculpation. The term "Landlord" as used in
     this Lease, shall be limited to mean and include only the then lawful owner
     (at the time in question) of the Facility; in the event of any transfer or
     transfers of said estate, the Landlord, herein named (and in case of any
     subsequent transfers or conveyances, the then grantor) shall be
     automatically freed and relieved, from and after the date of such transfer
     and conveyance, of all liability with respect to the performance of any
     covenants and agreements on the part of Landlord contained in this Lease
     thereafter to be performed. It is understood and agreed that if any
     Landlord or grantor shall have committed default prior to such transfer,
     the Landlord or grantor committing such default shall not be exempt from
     such liability


                                      -26-


<PAGE>


     attaching thereto; it being intended that the covenants and agreements
     contained in this Lease on the part of the Landlord to be performed,
     subject to that which is hereafter set forth, be binding on Landlord and
     its successors and assigns, only during and in respect to their successive
     periods of ownership.

                  Tenant agrees that the Facility is within the exclusive
     control of Tenant.

                  23.16. No Option. The submission of this Lease for examination
     does not constitute a reservation of or option for the leased premises and
     this Lease become effective as a Lease only upon execution and delivery
     thereof by Landlord and Tenant.

                  IN WITNESS WHEREOF, the parties hereto have executed this
     Lease Agreement as of the date first written above with the intention of
     creating a document under seal.

                                    LANDLORD:

     Witness:                              THE JOSEPH A. BANK MFG. CO., INC.

                                           By: /s/ Timothy F. Finley  (SEAL)
     ________________________                  _______________________
                                           Name:  Timothy F. Finley
                                                  ____________________
                                           Title: CEO
                                                  ____________________

                                                    [CORPORATE SEAL)


                                      -27-



<PAGE>



                                     TENANT:

                                                    SOURCEONE, L.L.C.

                                           By: /s/ David McDonough    (SEAL)
     ________________________                  _______________________
                                           Name:  David McDonough
                                                  ____________________
                                           Title: VP-Finance          Member
                                                  ____________________


                                           By:                        (SEAL)
     ________________________                  _______________________
                                           Name:
                                                  ____________________
                                           Title:                     Member
                                                  ____________________


                                      -28-


<PAGE>


     EXHIBITS AND SCHEDULES
     ----------------------

         EXHIBIT A                  -                Land


                                      -29-