EXHIBIT 10.3

                    REAFFIRMATION AND RATIFICATION AGREEMENT
                    ----------------------------------------

                                                     November 21, 2005

Laurus Master Fund, Ltd.
c/o Laurus Capital Management LLC
825 Third Avenue
New York, New York 10022

Ladies and Gentlemen:

      Reference  in  this   Reaffirmation   and  Ratification   Agreement  (this
"Agreement") is made to (a) the Securities  Purchase  Agreement dated as of June
29, 2005 (as amended, modified or supplemented from time to time, the "June 2005
SPA") by and between ADAL GROUP,  INC., a Delaware  corporation (the "Company"),
and Laurus Master Fund, Ltd.  ("Laurus"),  (b) the Secured Convertible Term Note
dated as of June 29, 2005 made by the Company in favor of Laurus in the original
principal amount of One Million Five Hundred  Thousand Dollars  ($1,500,000) (as
amended,  modified  and/or  supplemented  from time to time, the "June 2005 Term
Note"),  and (c) the Master  Security  Agreement,  dated as of June 29, 2005 (as
amended,  modified  or  supplemented  from time to time,  the  "Master  Security
Agreement"), by and between the Company and Laurus, (the June 2005 SPA, the June
2005 Term Note and the Master Security  Agreement,  each a "June 2005 Agreement"
and collectively, the "June 2005 Agreements").

      To induce Laurus to enter into the Securities  Purchase Agreement dated as
of the date hereof by and between the Company and Laurus (as  amended,  modified
and/or  supplemented  from time to time,  the "November  2005 SPA")  pursuant to
which Laurus has agreed to purchase  from the Company a Secured Term Note in the
aggregate  principal  amount of Five Hundred  Thousand  Dollars  ($500,000)  (as
amended, modified and/or supplemented from time to time, the "November 2005 Term
Note"), the Company hereby:

      (a)  represents  and  warrants to Laurus that it has reviewed and approved
the terms and  provisions  of the November 2005 SPA, the November 2005 Term Note
and the Related  Agreements (as defined in the November 2005 SPA and as amended,
modified  and/or  supplemented  from time to time,  the  "November  2005 Related
Agreements")  (the  November  2005  SPA,  the  November  2005  Term Note and the
November  2005  Related  Agreements,  each  an  "November  2005  Agreement"  and
collectively, the "November 2005 Agreements");

      (b) acknowledges, ratifies and confirms that all of the terms, conditions,
representations  and covenants contained in the June 2005 Agreements to which it
is a party are in full  force and  effect  and  shall  remain in full  force and
effect after giving effect to the execution  and  effectiveness  of the November
2005 Agreements;

      (c)   acknowledges,   ratifies   and   confirms   that  the  defined  term
"Obligations" under the Master Security Agreement includes,  without limitation,
all  obligations  and  liabilities  of  the  Company  under  the  November  2005
Agreements,  the June 2005 SPA, the June 2005 Term Note, the Related  Agreements
(as defined in the June 2005 SPA) (as amended,  modified and  supplemented  from
time to time, the "June 2005 Related  Agreements") and all other obligations and
liabilities  of the Company to Laurus  (including  interest  accruing  after the
filing of any petition in bankruptcy,  or the  commencement  of any  insolvency,
reorganization  or like  proceeding,  whether or not a claim for  post-filing or
post-petition interest is allowed or allowable in such proceeding),  whether now
existing or hereafter arising,  direct or indirect,  liquidated or unliquidated,
absolute or contingent (collectively, the "Obligations");

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      (d) (i)  acknowledges  and  confirms  that the  occurrence  of an Event of
Default under any of the November 2005 Agreements  shall  constitute an Event of
Default under the June 2005  Agreements  and (ii) the  occurrence of an Event of
Default  under  any of the June 2005  Agreements  shall  constitute  an Event of
Default under the November 2005 Agreements;

      (e)  represents  and warrants that no offsets,  counterclaims  or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any of the June 2005 Agreements;

      (f)  acknowledges,  ratifies and confirms that the grant by the Company to
Laurus of a security interest in and lien on the assets of the Company,  as more
specifically  set  forth in the  June  2005  Agreements  and the  November  2005
Agreements,   as  applicable  (the  "Security   Interest  Grants")  secures  all
Obligations;

      (g) acknowledges, ratifies and confirms that the original principal amount
of the June  2005  Term  Note was One  Million  Five  Hundred  Thousand  Dollars
($1,500,000);

      (h) redesignates clauses (vii), (viii) and (ix) of Section 4.1 of the June
2005 SPA as clauses  (v),  (vi) and (vii),  respectively,  of Section 4.1 of the
June 2005 SPA;

      (i) further  amends  Section 4.1 of the June 2005 SPA by deleting the text
"(the  preceding  clauses  (ii)  through  (viii),  collectively,   the  "Related
Agreements")"  in its entirety and  inserting the text "(the  preceding  clauses
(ii) through (vi), collectively, the "Related Agreements")" in lieu thereof;

      (j)  redesignates  Section  6.12(I)(i)  of the June  2005  SPA as  Section
6.12(I)(e) of the June 2005 SPA; and

      (k) releases,  remises,  acquits and forever discharges Laurus and Laurus'
employees,  agents,  representatives,   consultants,   attorneys,   fiduciaries,
officers, directors, partners, predecessors,  successors and assigns, subsidiary
corporations,  parent corporations,  and related corporate divisions (all of the
foregoing  hereinafter called the "Released Parties"),  from any and all actions
and causes of action,  judgments,  executions,  suits, debts,  claims,  demands,
liabilities, obligations, damages and expenses of any and every character, known
or unknown,  direct and/or indirect,  at law or in equity, of whatsoever kind or
nature,  for or because of any matter or things done,  omitted or suffered to be
done by any of the Released Parties prior to and including the date of execution
hereof,  and in any way  directly  or  indirectly  arising  out of or in any way
connected  to this  Agreement,  the June  2005  Agreements,  the  November  2005
Agreements  and any other  document,  instrument or agreement made by any of the
undersigned in favor of Laurus.


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      This agreement  shall be governed by and construed in accordance  with the
laws of the State of New York.


                                    Very truly yours,

                                    ADAL GROUP, INC.


                                    By: /s/ Nicholas Shrager
                                    Name:  Nicholas Shrager
                                    Title: Chief Executive Officer and President
                                    Address:
                                            67 Wall Street, 22nd Floor
                                            New York, NY 10005-3101
                                            Phone: (212) 709-8122

ACCEPTED AND AGREED TO:

LAURUS MASTER FUND, LTD.


By: /s/ Eugene Grin
Name:  Eugene Grin
Title: Director

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