ASSIGNMENT AND AMENDMENT AGREEMENT

      This  Assignment  and Amendment  Agreement (the  "Agreement")  is made and
entered into as of January 26, 2005 by and among STONE STREET ASSET  MANAGEMENT,
LLC, a Nevada limited liability  corporation (the  "Assignor"),  CORNELL CAPITAL
PARTNERS,  L.P.  (the  "Assignee"),  and  LEHIGH  ACQUISITION  CORPORATION  (the
"Company").

      NOW,  THEREFORE,  in  consideration of the sum of Ten Dollars ($10.00) and
other  good and  valuable  consideration,  the  parties  do  hereby  agree to as
follows:

      1. SECURED PROMISSORY NOTE.  Assignor is the legal and beneficial owner of
that certain Secured Promissory Note (the "Note") dated December 22, 2003 in the
principal amount of One Million Four Hundred Thousand Dollar  ($1,400,000) given
by (the "Company") to the Assignor. The Assignor hereby absolutely,  irrevocably
and  unconditionally  sells,  assigns,  conveys,  contributes  and  transfers to
Assignee  the right to collect the entire  principal  amount,  plus  accrued but
unpaid interest, under the Note, which Note shall continue to be secured by that
certain  mortgage  made on April 22, 2004  between the Company and the  Assignor
(the "Mortgage").  This assignment is made free and clear of any and all claims,
liens,   demands,   restrictions  or   encumbrances  of  any  kind   whatsoever.
Concurrently  with the  assignment  of the Note,  the Assignor  shall assign the
Mortgage to the Assignee.  Upon such assignment,  the Assignee shall have all of
the rights and powers that the Assignor had under the Mortgage.

      2. AMENDMENT OF SECURED  PROMISSORY NOTE. The Company,  the Assignor,  and
the Assignee agree to defer the begining of the monthly payments due pursuant to
Section  1 of the Note for the  period  of one  year,  from  January  1, 2005 to
January 1, 2006.

      3.  REPRESENTATIONS  AND WARRANTIES.  The Assignor  hereby  represents and
warrants to and covenants with the Assignee that the Assignor has full right and
authority to enter into and perform their obligations under this Agreement.

      4. ADDITIONAL DOCUMENTS.  The Assignor agrees to execute any and all other
documents which are, in the opinion of the Assignee or its counsel, necessary to
carry out the terms and conditions of this Agreement.

      5.  EFFECTIVE DATE AND  COUNTERPART  SIGNATURE.  This  Agreement  shall be
effective as of the date first written above. This Agreement,  and acceptance of
same, may be executed in one or more counterparts, each of which shall be deemed
an  original,  but all of  which  together  shall  constitute  one and the  same
instrument.  Confirmation  of  execution by telex or by telecopy or telefax of a
facsimile signature page shall be binding upon that party so confirming.


      IN WITNESS WHEREOF,  The parties have caused this Assignment and Amendment
Agreement to be executed on the day and year first above written.

                                     STONE STREET ASSET MANAGEMENT, LLC

                                     By:
                                     Its:


                                     By:
                                         --------------------------------
                                     Name:
                                     Title:

                                     THE ASSIGNEE
                                     CORNELL CAPITAL PARTNERS, L.P.

                                     By:  Yorkville Advisors, LLC
                                     Its: General Partner


                                     By: /s/ Mark Angelo
                                         --------------------------------
                                     Name:  Mark Angelo
                                     Its: Managing Director

                                     LEHIGH ACQUISITION CORPORATION


                                     By: /s/ George Kanakis
                                         --------------------------------
                                     Name:    George Kanakis
                                     Title:   President

                                     Acknowledged By:

                                     NUWAVE TECHNOLOGIES, INC.


                                     By: /s/ George Kanakis
                                         --------------------------------
                                     Name:    George Kanakis
                                     Title:   President