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                             AMENDED LEASE AGREEMENT





                                    SECTION I

                                     PARTIES



      This document serves as an amendment to that certain lease agreement dated

July 1, 2000 between RICHARD RUTTA & KENNETH LEVINE REAL ESTATE PARTNERSHIP with

an address at 220 Division Street, Kingston, PA 18704 as Landlord, and DIAMOND

TRIUMPH AUTO GLASS, INC., with offices at 220 Division Street, Kingston,

Pennsylvania, 18704, as Tenant for certain leased premises located at 220

Division Street, Kingston, PA 18704 as described in more detail below.



                                   SECTION II

                         DESCRIPTION OF LEASED PREMISES



      Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,

certain premises containing approximately 51,000 sq. ft. of office space and

approximately 148,080 sq. ft. of warehouse space located at 220 DIVISION STREET,

KINGSTON, PA 18704 which premises shall hereafter be referred to as the Premises

and the related parking spaces located in the lot across the street from the

Premises and approximately 7,000 sq. ft. of garage space located at the rear

section of said lot. The aforementioned Premises together with the parking lot

shall hereafter collectively be referred to as the Premises and are more fully

described in Exhibit A attached hereto and incorporated to be reference herein.



                                   SECTION III

                                      TERM



      The Premises are leased for a term to commence on NOVEMBER 1, 2003 and to

end on DECEMBER 31, 2005.



                                 OPTION TO RENEW



      The parties agree that this lease shall be renewed, upon the same terms

and conditions, for additional two (2) year periods, unless this lease is

terminated by either the Landlord or Tenant by such party providing written

notice at least sixty (60) days prior to the expiration of the then current

lease period.



                                   SECTION IV

                                      RENT



      The total annual rent is the sum of $465,740 ($2.26/sq.ft. per annum)

which sum is payable in equal monthly installments, of $38,812 in advance, on

the 1st day of each calendar month during the Term. In addition, the Landlord

and Tenant acknowledge and agree that effective each January 1st of each

calendar year rental period that the annual rent shall be increased by four

percent (4%) for each such calendar year. As such, the annual rent shall be

increased as of January 1, 2004 and each January 1st thereafter.



The Landlord and Tenant acknowledge and agree that the annual rent shall be

subject to adjustment during any option or renewal period. The failure of the

Landlord to increase the annual rent during any renewal period shall not

prohibit the Landlord from subsequently adjusting or increasing the rent during

a subsequent renewal period.



                                    SECTION V

                                USE AND OCCUPANCY



      Tenant shall use and occupy the Premises primarily as a warehouse for

automobile windshields and other related glass products and also a portion as a

Corporate office headquarters. Landlord represents that the Premises may

lawfully be used for such purpose and in the event such use is prohibited by any

zoning law or ordinance during the term that the Tenant shall have the right to

terminate its obligations hereunder by thirty (30) days written notice to

Landlord.





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                                   SECTION VI

                            PLACE FOR PAYMENT OF RENT



      Tenant shall pay rent to Landlord at Landlord's above stated address, or

at such other place as Landlord may designate in writing.



                                   SECTION VII

                           CARE AND REPAIR OF PREMISES



      Tenant shall commit no act of waste and shall take good care of the

Premises and the fixtures and appurtenances therein, and shall, in the use and

occupancy of the Premises, conform to all laws, orders, and regulations of the

federal, state and municipal governments as relate solely to Tenant's use,

manner or use of occupancy of the Premises and Tenant's obligations hereunder

shall not extend to conditions pre-existing the commencement of the term of this

Lease.



      Not later than the last day of the term, Tenant shall, at Tenant's

expense, remove all of Tenant's personal property and those improvements made by

fixtures, cabinet work, movable paneling, partitions and the like; repair all

injury done by or in connection with the installation or removal of the property

and shall restore the premises to the same good order and condition in which

they were at the commencement of this Lease, reasonable wear, and damage by

fire, the elements or the agents, servants, visitors or licensees of Landlord

excepted.



                                  SECTION VIII

                     ALTERATIONS, ADDITIONS OR IMPROVEMENTS



      Tenant shall not, without first obtaining the consent of Landlord, make

any structural alterations, or improvements in, to or about the Premises.

Landlord shall not unreasonably withhold consent.



                                   SECTION IX

                    PROHIBITION AGAINST ACTIVITIES INCREASING

                              FIRE INSURANCE RATES



      Tenant shall not do or suffer anything to be done on the Premises, which

will cause an increase in the cost of fire insurance on the building. If Tenant

shall cause the cost of fire insurance to increase Tenant will be responsible

for the incremental increase in said costs.



                                    SECTION X

                     ACCUMULATION OF WASTE OR REFUSE MATTER



      Tenant shall not permit the accumulation of waste or refuse matter on the

leased Premises or anywhere in or near the building.



                                   SECTION XI

                             ASSIGNMENT OR SUBLEASE



      Tenant shall not, without first obtaining the consent of the Landlord,

assign this Lease, in whole or in part, or sublet the Premises or any part of

such Premises. Landlord expressly covenants that such consent shall not be

unreasonably withheld. The Landlord and Tenant acknowledge and agree that in the

event the Tenant effectuates a sale of substantially all of the assets or

attempts to effectuate the transfer of the leasehold interest herein in

conjunction with a consolidation, merger or pooling of interests of Tenant, that

this lease at the Landlord's sole option, may either be terminated or the lease

may be extended and Landlord at his election may renegotiate the rent at the

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