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                                                                   EXHIBIT 10.3

                            PENN-AKRON CORPORATION'S

                         OBLIGATION TO FORWARD PAYMENTS



The undersigned, on behalf of Penn-Akron Corporation, hereby acknowledges that
Penn-Akron Corporation has assigned it rights to monies due or to become due
under certain contracts and/or purchase orders to PrinVest Corp.

As it may take a few weeks before all such assignments result in the proper
redirection of payments to PrinVest's lockbox and, as subsequent payments may
be occasionally misdirected to Penn-Akron Corporation, it is agreed, effective
immediately, all payments received by Penn-Akron Corporation which relate to
any contracts and/or purchase orders previously assigned to PrinVest will be
forwarded directly to PrinVest within two (2) business days of their receipt.

Failure to remit any such payments directly and immediately to PrinVest
Financial Corp in accordance with Section 6 of the Financing and Security
Agreement executed by and between Penn-Akron Corporation and PrinVest Financial
Corp, on June 8, 2000, will be deemed an Event of Default thereunder
and such diversion of funds may, at the sole discretion of the PrinVest
Financial Corp, result in the following:

     1.   A five percent (5%) conversion fee, based on the face value of each
          assigned payment that is received, but not forwarded to Lender.

     2.   Renotification to the account debtor to make all future payments
          directly to the PrinVest's lockbox.

     3.   Other remedies available to the Borrower as permitted under the
          Financing and Security Agreement (as it may have been amended) and
          the Uniform Commercial Code.




ACCEPTED AND EXECUTED this 8th day of June 2000 .
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PENN-AKRON CORPORATION

By: /s/ Christopher J.S. Baker
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   Signature of President, CFO, Controller or Corporate Officer

   Chief Financial Officer
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   Title

   6/8/2000
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   Date


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