MODIFICATION NO. 1

                            Dated April _____, 2001,

                                     TO THE

                    MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                             AND SECURITY AGREEMENT

                        Dated February 25, 2000, between



                    Brittany at 2550 Haddonfield Road, L.L.C.
                     a New Jersey Limited Liability Company

                                  as Mortgagor

                                       and

                      Barrington Bank International Limited
                a corporation organized under laws of the Bahamas

                                  as Mortgagee


     THIS  Modification  No. 1 to Mortgage,  Assignment of Leases and Rents, and
Security  Agreement (this  "Modification"),  made as of the ______ day of April,
2001,  by  Brittany  at 2550  Haddonfield  Road,  L.L.C.,  a New Jersey  limited
liability  company,  having its principal place of business at 2550  Haddonfield
Road,  Pennsauken,  New Jersey 08110  ("Debtor"),  in favor of  Barrington  Bank
International Limited, a Bahamas corporation having a principal address of Bolam
House,  3rd Floor,  King and George Streets,  P.O. Box N-3026,  Nassau,  Bahamas
("Lender").

     WHEREAS, Debtor is the Mortgagor under that certain Mortgage, Assignment of
Leases and Rents and Security  Agreement  in favor of Lender dated  February 25,
2000,  which was recorded by the County  Recorder for Camden County on March 28,
2000  (MB5275-0196  et seq.) (the  "Mortgage"),  which  Mortgage  relates to the
property described on Exhibit A hereto;

     WHEREAS,  Debtor executed and delivered the Mortgage as collateral security
for  the  payment,  observance,   performance,  and  discharge  of  all  of  the
obligations  of Reink  Imaging  USA,  Ltd.  ("Reink"),  to the Lender under that

<PAGE>

certain  Promissory Note dated February 25, 2000, in the original  principal sum
of $1,000,000.00 (one million dollars) together with that certain Loan Agreement
and that certain Security Agreement dated February 25, 2000;

     WHEREAS,  certain  of the  obligations  secured by the  Mortgage  are being
modified,  and the Lender and Debtor desire to amend the Mortgage to provide for
the additional and/or revised documentation reflecting such modification;

     NOW,  THEREFORE,  in consideration of the foregoing  premises and for other
value received,  the adequacy and  sufficiency of which is hereby  acknowledged,
the Lender and the Debtor hereby amend the Mortgage as follows:

A.                Section 2.1 of the Mortgage is hereby modified to
                  confirm that the Mortgage continues to secure the payment,
                  observance, performance and discharge of all of the
                  obligations of Reink as amended by (a) that certain Amended
                  and Restated Promissory Note dated April _____, 2001 (the
                  "Note"), and (b) that certain Amendment No. 1 to Loan
                  Documents dated April ____, 2001, with or in favor of Lender,
                  in each case as such documents and instruments may be further
                  amended, restated, modified, supplemented or substituted from
                  time to time in the future (the "Obligations").

B.                The first sentence of Section 4.1(f) of the Mortgage is hereby
                  deleted in its entirety and replaced with  the following text:

                  Debtor is indefeasibly seized of and has and will have good
                  and marketable fee simple title to the land and improvements
                  comprising the Mortgaged Property (the "Land" and
                  "Improvements" respectively) free and clear of any and all
                  Liens and all other matters affecting the Land and
                  Improvements, except for this Mortgage.

C.                Section 7.1(c)  of  the  Mortgage  is  hereby deleted  in  its
                  entirety and replaced with the following text:

                  Failure to Observe or Perform (Cure Period). If any Obligation
                  (other than as described in Section 7.1(a) or 7.1(b)) is not
                  duly and promptly performed or is violated and such
                  non-performance or violation continues for a period of ten
                  (10) business days after notice thereof from Lender to Debtor.

D.                All references in the Mortgage to "this Mortgage"  (and words
                  having similar connotations) shall be deemed to be a reference
                  to the Mortgage as amended by this Amendment.

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<PAGE>

E.                The Lender and the Debtor hereby  confirm that  the  terms and
                  conditions and covenants of the Mortgage  remain unchanged and
                  in full force and  effect,  except  as  expressly  modified by
                  Sections A through D of this Amendment.   Except as expressly
                  set forth therein, all of the terms, provisions and conditions
                  contained  in  the  Mortgage  are  hereby ratified,  approved,
                  confirmed and shall continue to be binding on the Debtor.  For
                  greater certainty, the execution and delivery by the Lender of
                  this Amendment shall not effect a current or  future waiver of
                  or consent to  a  breach  of  any provision  of  the  Mortgage
                  (as amended hereby),  which  waiver or  consent  may  only  be
                  effected by a written document or  instrument  to  such effect
                  executed at such time by the Lender.

F.                The provisions of Section 10 of the Mortgage (for
                  greater certainty, including without limitation the choice of
                  law, the submission to jurisdiction and the waiver of jury
                  trial provisions contained therein) are hereby incorporated by
                  reference herein as though set forth at length herein.

                            [Signature Page is Next]


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<PAGE>



         IN WITNESS WHEREOF, the parties have has executed this instrument as of
the day and year first above written.


Attested By:                        Brittany at 2550 Haddonfield Road, L.L.C.
                                    By:  Reink Corp., Its Sole Member



___________________________         By:  _________________________________
Name:                               Name:
Title:  Attesting Officer           Title:


Attested By:                        Barrington Bank International Limited



_______________________________     By:  _________________________________
Name:                               Name:
Title:  Attesting Officer           Title:



Record and return to: 275546.2
---------------------
Lawrence P. Maher, Esq.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
P.O. Box 5600
Woodbridge, New Jersey  07095



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<PAGE>









STATE OF NEW JERSEY  :
                     : ss
COUNTY OF CAMDEN     :


          I CERTIFY that on April _____, 2001, _______________________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:

(a)  this person is the Attesting  Officer of Reink Corp., the corporation named
     in the  attached  document  (signing as the sole member of Brittany at 2550
     Haddonfield Road., L.L.C.);

(b)  this document was signed and delivered by the  corporation as its voluntary
     act duly authorized by a proper resolution of its Board of Directors and as
     the voluntary act of Brittany at 2550 Haddonfield Road., L.L.C.;

(c)  this person knows the proper seal of the  corporation  which was affixed to
     this document; and

(d)  this person signed this proof to attest to the  truth of these facts.


                                                --------------------------------
                                                 Name:         Robert Sinatra
                                                 Title:        Attesting Officer


Signed and sworn to before me
on this ____ day of April, 2001.




-------------------------------
Notary Public of New Jersey


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<PAGE>



STATE/PROVINCE OF  :
                   : ss
COUNTY/DISTRICT OF :


          I CERTIFY that on ____________________, 2001, ________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:

(a)  this  person is the  Attesting  Officer of  Barrington  Bank  International
     Limited, the corporation named in the attached document;

(b)  this person is the attesting witness to the signing of this document by the
     proper    corporate    officer   who   is    ______________________,    the
     __________________________ of said corporation;

(c)  this document was signed and delivered by the  corporation as its voluntary
     act duly authorized by a proper resolution of its Board of Directors;

(d)  this person knows the proper seal of the  corporation  which was affixed to
     this document; and

(a)  this person signed this proof to attest to the truth of these facts.





                                          --------------------------------
                                          Name:
                                          Title:  Attesting Officer,
                                          Barrington Bank International Limited

Signed and sworn to before me
on this _____ day of April, 2001.




-------------------------------
Notary Public/Commissioner of Oaths


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<PAGE>




                                    EXHIBIT A
                               DESCRIPTION OF LAND


                       (Description appears on next page)