AMENDMENT NO. 2
                            TO THE AGREEMENT OF LEASE


        This Amendment No. 2 to the Agreement of Lease ("Amendment No. 2") is
dated as of April 1, 2002, by and between R&B, Inc., a Pennsylvania corporation
("Tenant") and BREP I, a Pennsylvania limited partnership ("Landlord"),
successor in interest to the Berman Real Estate Partnership by Assignment of
Lease dated February 27, 1997.

        WHEREAS, the Landlord and Tenant are parties to an Agreement of Lease
dated December 1, 1990 for the premises located at 3400 East Walnut Street,
Colmar, Pennsylvania 18915, more particularly described therein (the "Premises")
which was subsequently amended on September 10, 1993; and

        WHEREAS, the Landlord and Tenant have agreed to make certain
modifications to the Agreement of Lease for good and valuable consideration.

        NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto, intending to be legally bound, hereby agree that
the Agreement of Lease shall be amended as follows, effective on the date first
above written:

        1.  Term:  Section 2 of the Agreement of Lease is amended to extend the
term of the lease to December 28, 2007.

        2. Security Deposit: Upon the execution of this Amendment No. 2 to the
Agreement of Lease, Tenant shall deposit with Landlord a security deposit in the
amount of Ninety-Seven Thousand, Six Hundred and Six Dollars ($97,606) (the
"Security Deposit"). The Security Deposit is made by Tenant to secure the
faithful performance of all the terms, covenants and conditions of this Lease to
be performed by Tenant. If Tenant shall default with respect to any covenant or
provision hereof, Landlord may use, apply or retain all or any portion of the
Security Deposit to cure such default or to compensate Landlord for any loss or
damage which Landlord may suffer thereby. If Landlord so uses or applies all or
any portion of the Security Deposit, Tenant shall immediately upon written
demand deposit cash with Landlord in an amount sufficient to restore the
Security Deposit to the full amount hereinabove stated. Landlord shall not be
required to keep the Security Deposit separate from its general accounts and
Tenant shall not be entitled to interest on the Security Deposit. Within thirty
(30) days after the expiration of the Lease Term and the vacation of the
Premises by Tenant, the Security Deposit, or such part as has not been applied
to cure the default, shall be returned to Tenant.

        3.  Capitalized Terms.  All capitalized terms used in this Amendment
No. 2, unless otherwise defined herein, shall have the meanings ascribed thereto
in the Agreement of Lease.







        IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

        BREP I (Landlord):                        R&B, Inc. (Tenant):


        By: \s\ Jordan Berman                     By: \s\ Barry Myers
        -------------------------                 ------------------------
        Jordan Berman, President                  Barry Myers, Asst. Secretary
        BREP, Inc., General Partner of            R&B, Inc.
        BREP I