EXHIBIT 10.14

THIS MORTGAGE IS AN OPEN-END MORTGAGE AND SECURES FUTURE ADVANCES

                (All notices to be given to Mortgagee pursuant to
                 42 Pa. C.S.A. 8143 shall be given as set forth
                       in Paragraph 25 of this Mortgage.)

                    OPEN-END MORTGAGE AND SECURITY AGREEMENT

     THIS OPEN-END  MORTGAGE AND SECURITY  AGREEMENT (this "Mortgage"  made this
14th day of January,  2004, by and between Spitz, Inc., a Delaware  corporation,
with an address of P.O. Box 198, Route 1, Chadds Ford,  Pennsylvania  19317 (the
Mortgagor),  and FIRST KEYSTONE BANK  (Mortgagee),  a federally  chartered stock
savings  bank  organized  and  existing  under the laws of the United  States of
America,  at  Mortgagee's  office  located  at  22  West  State  Street,  Media,
Pennsylvania, 19063.

                                   WITNESSETH:

     WHEREAS, this Mortgage is an Open-End Mortgageas set forth in 42 Pa. C.S.A.
8143 and secures  obligations  of  Mortgagor  and  Transnational,  Inc.  (TN) to
Mortgagee up to a maximum  amount of principal  indebtedness  outstanding at any
time of Three  Million Two Hundred  Thousand  ($3,200,000.00)  Dollars  together
with,  but not  limited  to,  advances  for the  payment of taxes and  municipal
assessments,  maintenance  charges,  insurance premiums,  costs incurred for the
protection of the Mortgaged Property  (hereinafter  defined) or the lien of this
Mortgage, expenses incurred by Mortgagee by reason of default by Mortgagor under
this Mortgage the Note (hereinafter  defined),  and all other sums due hereunder
or secured hereby, plus accrued and unpaid interest due under the Note; and

     WHEREAS,  Mortgagor  and  TN,  as part of the  foregoing  obligations,  has
executed and delivered to Mortgagee its Mortgage Note,  dated even date herewith
(the Note),  evidencing  Mortgagor's  and TN's  indebtedness to Mortgagee in the
principal amount of Three Million Two Hundred Thousand  ($3,200,000.00)  Dollars
in accordance with a certain  Commitment  Letter from Mortgagee to Mortgagor and
TN,  dated  December  19,  2003,  (the  Commitment  Letter),  and a certain Loan
Agreement  (the Loan  Agreement),  dated  even  date  herewith,  by and  between
Mortgagor, TN and Mortgagee,  together with interest thereon payable at the rate
and times, in the manner, and according to the terms and conditions specified in
the Note which provides for interest rate adjustments based on a formula therein
set forth; and

     WHEREAS,  all of the terms,  conditions  and  provisions  of the Note,  the
Commitment Letter and the Loan Agreement are by reference incorporated herein as
if fully set forth; and

     WHEREAS,  Mortgagor has duly executed and delivered this Mortgage to secure
all of Mortgagor's and TN's obligations under the Note and the Loan Agreement.



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     NOW,  THEREFORE,  in  consideration of the aforesaid  indebtedness,  and to
secure the  payment  of all sums due or to become due under the Note,  under the
Commitment  Letter,  under  the Loan  Agreement,  and  under  the  terms of this
Mortgage,  and to secure  the  payment  of all sums  advanced  by  Mortgagee  to
Mortgagor and TN, as well as to secure the  performance and observance of all of
the terms,  conditions and provisions of the Note,  the Commitment  Letter,  the
Loan Agreement,  this Mortgage,  the Assignment of Rents (hereinafter  defined),
the  Environmental  Indemnity  Agreement  (hereinafter  defined)  and all  other
agreements  and  instruments  given  by or on  behalf  of  Mortgagor  and  TN to
Mortgagee  in  connection  with  the  Note,  the  Commitment  Letter,  the  Loan
Agreement,  or this Mortgage  (collectively  the Loan Documents),  Mortgagor has
granted, bargained,  conveyed, sold, aliened, enfeoffed, released, confirmed and
mortgaged,  and by these  presents does hereby  grant,  bargain,  convey,  sell,
alien, enfeoff, release, confirm and mortgage unto Mortgagee, its successors and
assigns all that certain  parcel of real property  known as Route 1, Chadds Ford
Township,  Delaware County,  Pennsylvania,  being Folio No. 04-00-00034-02,  and
more specifically described on the metes and bounds legal description,  attached
hereto, made a part of hereof, and labeled Exhibit A (the Real Estate).

     TOGETHER  WITH all of  Mortgagor's  right,  title and interest now owned or
hereafter acquired in:

     (i)  All  buildings,   structures  and   improvements  of  every  kind  and
description now or hereafter erected or placed on the Real Estate.

     (ii) All tenements,  hereditaments,  appurtenances  and all the estates and
rights of Mortgagor in and to the Real Estate or any part thereof.

     (iii) All streets, roads, passages, ways, waters, water courses, easements,
and  privileges of whatsoever  kind or character,  belonging to, and  adjoining,
used in connection with or in any way appertaining to the Real Estate.

     (iv) All  reversions,  remainders,  easements,  rents,  issues,  income and
profits arising or issuing from the Real Estate and/or the buildings, structures
and  improvements  now or hereafter  erected or placed  thereon,  or any portion
thereof,  including,  but not limited to, the rents, issues,  income and profits
arising or issuing  from all  insurance  policies,  sale  agreements,  licenses,
options, leases and subleases now or hereafter entered into covering any part of
the Real  Estate  and/or  the  buildings,  structures  and  improvements  now or
hereafter  erected  or placed  thereon,  or any  portion  thereof,  all of which
insurance  policies,  sale agreements,  licenses,  options,  leases,  subleases,
rents, issues, income and profits are hereby assigned to Mortgagee by Mortgagor.
Mortgagor  will  execute and deliver to  Mortgagee,  on demand,  such  separate,
specific  assignments  and  instruments  as Mortgagee  may require to implement,
confirm,  maintain and  continue  the  assignment  hereunder.  Mortgagor  hereby
appoints  Mortgagee,  its  designees  and nominees,  as  Mortgagor's  agents and
attorneys-in-fact to collect such rents, issues and profits.

     (v) All awards, damages,  payments and other compensation,  and any and all
claims therefor,  and rights thereto,  which may result from taking or injury by
virtue of the exercise of the power of eminent  domain of, or to, or any damage,
injury or  destruction  in any  manner  caused to,  the Real  Estate  and/or the


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buildings,  structures  and  improvements  now or  hereafter  erected  or placed
thereon,  or  any  portion  thereof,  all of  which  award,  damages,  payments,
compensation,  claims and rights are hereby assigned to Mortgagee to the fullest
extent that Mortgagor may do so under law. Mortgagor hereby appoints  Mortgagee,
its designees and  nominees,  as  Mortgagor's  agents and  attorneys-in-fact  to
collect any such awards, damages, payments and compensation.

     (vi)  All  fixtures,  fittings,  furnishings,  furniture,  trade  fixtures,
machinery,   equipment,   apparatus,  building  materials,   appliances,  goods,
supplies,  tools,  chattels,  and all articles of tangible  personal property of
whatever kind and nature, together with all replacements thereof,  substitutions
therefor and  additions  and  accessions  thereto,  and all proceeds and profits
thereof and  therefrom,  now or at anytime  hereafter,  affixed or attached  to,
installed  upon,  included  within,  or used in any way in  connection  with the
construction,  use, enjoyment,  operation,  maintenance or occupancy of the Real
Estate and the buildings,  structures and improvements now or hereafter  erected
or  placed  thereon;  and  all  agreements,   contract  rights,  chattel  paper,
negotiable  instruments,   general  intangibles,   accounts,   instruments,  and
documents  (as those terms are defined in the  Pennsylvania  Uniform  Commercial
Code).  Any item  referred  to in this  paragraph  (vi) shall  hereinafter,  for
purposes of creating a security interest therein under the Pennsylvania  Uniform
Commercial Code, sometimes be referred to as the Personal Property.

     The Real  Estate,  and all of the right,  title and  interest of  Mortgagor
therein and thereto, and all of the property rights, title and interest referred
to in paragraphs (i) through (vi) above shall hereinafter  sometimes be referred
to collectively as the Mortgaged Property.

     TO HAVE AND TO HOLD the Mortgaged Property hereby granted and conveyed,  or
mentioned and intended so to be, unto Mortgagee,  its successors and assigns, to
its and their own use and benefit forever.

     PROVIDED,  HOWEVER,  that if  Mortgagor  pays to  Mortgagee  the  principal
interest  to become due under the Note at the time and in the manner  stipulated
therein, and pays all other sums payable by Mortgagor and TN to Mortgagee as are
secured  hereby,  and if  Mortgagor  and TN  perform  and  comply  with  all the
agreements, conditions, covenants and provisions contained in the Note, the Loan
Agreement,  this Mortgage and the other Loan Documents,  and if Mortgagor and TN
pay all  satisfaction  costs,  including  the  recording  costs for any Mortgage
satisfaction  and  termination  statements,  then this  Mortgage and the estate,
right,  title and interest of Mortgagee in and to the Mortgaged  Property  shall
cease and  become  void.  Until  such  time,  Mortgagor  covenants,  represents,
promises, warrants and agrees to and with Mortgagee as follows:

     1.  Mortgagor's  Title.  Mortgagor  warrants,  covenants and  represents as
follows:

          1.1  Mortgagor has good and  marketable  and  unencumbered  fee simple
     title to the Mortgaged  Property  subject only to the title  exceptions not
     removed from Title Insurance Commitment No. 03-1156 dated effective October
     30, 2003,  issued by Strong  Abstract,  Inc. agent for First American Title
     Insurance  Company,  at the time of closing the loan evidenced by the Note;
     and

          1.2  Mortgagor  will  forever  warrant  and  defend  the  title to the
     Mortgaged Property unto the Mortgagee,  its successors and assigns, against
     all persons and all claims of every kind and nature whatsoever.



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     2. Payment and Performance by Mortgagor.

          2.1 Mortgagor and TN shall pay to Mortgagee  all  principal,  interest
     and other sums now or  hereafter  due and  payable to  Mortgagee  under the
     terms of the Note, this Mortgage, and all other Loan Documents, as and when
     the same shall become due and payable by the terms thereof and hereof.

          2.2  Mortgagor  and TN  shall  perform  and  comply  with  all  terms,
     condition,  provisions,  covenants and  agreements on the part of Mortgagor
     and/or TN to be observed and performed  under this Mortgage,  the Note, the
     Loan Agreement, and all other Loan Documents. All the terms, conditions and
     provisions of the Loan Documents are by reference incorporated herein as if
     fully set forth.

          2.3 Mortgagor  shall timely perform all of its  obligations and duties
     under any present or future lease,  easement,  license,  permit,  approval,
     covenant or agreement relating to, affecting, created for the benefit of or
     used  in  connection  with  the  operation  of all or  any  portion  of the
     Mortgaged Property.

          2.4 This mortgage secures obligations of Mortgagor and TN to Mortgagee
     which  obligations  shall  include,  but not be limited  to,  expenses  and
     attorneys  fees  incurred by  Mortgagee  by reason of default by  Mortgagor
     and/or  TN  hereunder,  under  the  Note or  under  any of the  other  Loan
     Documents,  the  payment  of taxes,  municipal  assessments  and  insurance
     premiums  whether  advanced  prior to or after the entry of judgment in any
     action to enforce this  security  instrument,  together with all other sums
     due hereunder or secured hereby, plus accrued and unpaid interest.

     3. Maintenance and Repair.  Mortgagor shall keep and maintain the Mortgaged
Property and the sidewalks,  curbs and drives abutting and adjacent thereto,  if
any, in good and tenantable  order,  condition and repair,  and will make as and
when  necessary  all repairs,  renewals  and  replacements,  structural  and not
structural,  exterior and  interior,  ordinary and  extraordinary,  foreseen and
unforseen.  All such repairs,  renewals and replacements made by Mortgagor shall
be at least equal in quality to the original  portion of the Mortgaged  Property
being repaired, renewed or replaced.  Mortgagor shall abstain from and shall not
permit the commission of waste in or about the Mortgaged Property.

     4. Removal,  Demolition and  Alteration.  Mortgagor  shall not undertake or
permit the  removal or  demolition  of any  building  at any time  erected on or
forming  a  part  of  the  Mortgaged  Property,  nor  shall  Mortgagor,  without
Mortgagee's  prior written  consent,  undertake or permit any  alteration in the
design or structural character of any such building.

     5. Inspection by Mortgagee. Mortgagor will permit Mortgagee and Mortgagee's
agents and representatives to enter the Mortgaged Property and all parts thereof
for the purposes of making site and building  investigations,  performing  soil,
groundwater,   structural  and  other  tests,  and  generally  to  inspect.  and
photograph  the condition  and state of repair of the Mortgaged  Property at any
reasonable time upon one (1) business day prior notice.

     6.  Insurance.  Mortgagor  shall from and after the date  hereof and at all
times  while  the  indebtedness   secured  hereby  is  outstanding  maintain  at
Mortgagor's sole expense, insurance in amounts, with deductibles satisfactory to
Mortgagee  as more  fully set forth in the Loan  Agreement,  including,  without


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limitation,  all  risk,  fire,  hazard  and  extended  coverage  insurance  with
vandalism and malicious mischief  endorsements on all buildings,  structures and
improvements  now  existing  or  hereafter  erected  on or forming a part of the
Mortgaged  Property,  and all of the  Personal  Property,  to the  extent of one
hundred  percent  (100%)  of the  replacement  value  thereof  pursuant  to full
replacement  value  endorsements  naming  Mortgagee as mortgagee and  additional
insured  pursuant  to  a  standard   mortgagee  loss  payable  clause,   without
co-insurance.  Mortgagor  shall  also  insure  against  such  other  hazards  as
Mortgagee  may  require  from time to time and  shall  maintain  rent  insurance
against  loss of income  arising  out of damage  or  destruction  by fire or the
perils of  extended  coverage  insurance,  in an amount  equal to one (1) year's
gross  rental  income  to the  owner  of the  Mortgaged  Premises,  or  business
interruption  insurance in an amount as required by Mortgagee from time to time,
but not to exceed  Mortgagee's  reasonable  estimate  of the annual cost of debt
service  on the  Note,  taxes,  insurance  and  maintenance  for  the  Mortgaged
Premises.  All such insurance shall be in such amounts as is necessary to comply
with  co-insurance  requirements  and otherwise as Mortgagee shall require,  and
shall be written by stock or nonassessable mutual carriers with a general policy
holders rating of A or better and a financial rating of VI or better in the most
recent  edition of Best's  Key Rating  Guide,  Property-Casualty,  published  by
Alfred M. Best Co., Inc.  Mortgagor shall deliver to Mortgagee upon demand,  and
in the absence of demand not less than twenty (20) days prior to the  expiration
date of each such insurance policy,  proof of the renewal and continuance of all
required insurance coverages,  with premiums prepaid. As additional security for
the payment of the indebtedness  secured by this Mortgage,  shall name Mortgagee
as an additional insured or be endorsed with a standard mortgagee clause,  shall
not be  subject to  contribution,  shall be for a term of at least one (1) year,
and shall provide for  cancellation  or  modification  only upon at least thirty
(30) days prior written notice to Mortgagee.

          6.1 If any of the insurance  referred to herein,  or any part thereof,
     shall expire,  or be canceled,  or become void or voidable by reason of the
     breach of any  condition  thereof,  or if  Mortgagee  determines  that such
     coverage is unsatisfactory  due to the failure or impairment of the capital
     of any company in which the  insurance may then be carried such that its AM
     Best Rating falls below the standard set forth in this Mortgage,  or if for
     any reason  whatever the  insurance  shall be or become  unsatisfactory  to
     Mortgagee,  Mortgagor shall place new insurance on the Mortgaged  Property,
     satisfactory to Mortgagee.

          6.2 If Mortgagee  acquires title to the Mortgaged  Property  either by
     virtue of a judicial sale thereof pursuant to proceedings under the Note or
     upon  this  Mortgage  or by  virtue  of a deed in lieu of  foreclosure,  or
     otherwise, then, and in any such event, all of Mortgagor's right, title and
     interest in and to all  insurance  policies  referred to herein,  including
     unearned  premiums  thereon  and  the  proceeds  thereof,   shall  vest  in
     Mortgagee.

     7. Taxes,  Assessments  and Other  Charges.  If requested by Mortgagee,  in
addition  to  the  monthly  installment  of  interest  and/or  principal  due to
Mortgagee, Mortgagor shall pay to Mortgagee, on the payment date of installments
due under the Note,  until the Note is fully paid,  a sum (the  Escrow  Payment)
equal to  one-twelfth  (1/12) of the annual real estate taxes,  other  municipal
assessments  and  the  estimated  annual  premiums  for all  insurance  required
hereunder  (the  Escrow  Charges),  with an initial  deposit to cover the months
which will have elapsed  between the last date such taxes,  charges and premiums
were due and  payable  and the first date on which an  installment  shall be due
hereunder.  The Escrow  Payments may be commingled with other funds of Mortgagee


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<PAGE>

and no interest  thereon shall be due of payable to Mortgagor.  Mortgagee  shall
apply the Escrow  Payments to the payment of the Escrow Charges in such order or
priority as Mortgagee  shall  determine.  If, at any time,  the Escrow  Payments
theretofore  paid to  Mortgagee  shall be  insufficient  for the  payment of the
Escrow  Charges,  Mortgagor,  within ten (10) days after  demand,  shall pay the
amount of the deficiency to Mortgagee.

     Mortgagor  shall pay,  prior to the accrual of any  interest or  penalties,
without any deduction,  defalcation or abatement, and shall furnish to Mortgagee
proper receipts for, within five (5) days after their  respective due dates, all
ground  rents,  taxes,  assessments,  water and sewer rents,  licenses or permit
fees,  and all other  charges or claims which may be assessed,  levied  charged,
imposed or filed at any time against  Mortgagor,  the Mortgaged  Property or any
part thereof,  or against the interest of Mortgagee therein, by any governmental
instrumentality  or agency or other lawful authority or by any deed restriction,
private agreement or declaration, recorded or otherwise, or which by any present
or future law may have priority over the  indebtedness  secured hereby either in
lien or in distribution out of the proceeds of any judicial sale. Mortgagor will
pay, when due, all charges for  utilities,  whether  public or private,  used or
consumed upon, in or in connection with the Mortgaged Property.

     8. Sale or Transfer of the Mortgaged Property. Mortgagor shall not, without
the prior written consent of Mortgagee: (i) sell, transfer, convey or assign the
Mortgaged Property, or any part thereof, or any interest therein,  including but
not limited to, an equitable  interest in the  Mortgaged  Property,  or any part
thereof,  to any  party;  or (ii)  permit  the  sale,  transfer,  conveyance  or
assignment  of the  Mortgaged  Property  or any  part  thereof  or any  interest
therein, either voluntarily or by operation of law.

     9. Internal Revenue Stamps.  If at any time the United States Government or
any  department or bureau thereof shall require  Internal  Revenue stamps on the
Note or other indebtedness secured hereby,  Mortgagor shall, upon demand made by
Mortgage,  pay for such stamps together with any interest and penalties  payable
with respect thereto.

     10.  Taxation of Note and Mortgage.  If any law is hereafter  enacted:  (i)
deducting from the value of real estate,  for purposes of taxation,  any lien or
encumbrance  thereon;  (ii)  revising  or  changing  in any  way  the  laws  and
ordinances  now in force for the  taxation  of  mortgages  or the debts  secured
thereby,  or the  manner of  collections  of such  taxes;  (iii)  imposing a tax
directly or indirectly on Mortgagee with respect to the Mortgaged Property,  the
value of Mortgagor's  equity  therein,  the  indebtedness  evidenced by the Note
and/or secured by this Mortgage; (iv) requiring Mortgagee to pay, in whole or in
part,  any tax,  assessment,  charge or lien  required  to be paid by  Mortgagor
pursuant to the terms of this Mortgage;  then, and in any such event, the entire
unpaid balance of the indebtedness secured by this Mortgage shall, at the option
of Mortgagee,  without notice to Mortgagor,  become immediately due and payable,
unless,  to the  extent  permitted  by  such  law  or  ordinance,  Mortgagor  is
authorized to, and does,  pay or reimburse  Mortgagee for the full amount of any
such tax, assessment, charge or lien.

     11.  Protection  of Mortgage  Lien.  Mortgagor  will  promptly  perform and
observe, or cause to be performed and observed,  all of the terms, covenants and
condition of all  instruments  of record  affecting the Mortgaged  Property,  or
imposing any duty or obligation  upon Mortgagor or any occupant or tenant of the
Mortgaged  Property or any part thereof.  Mortgagor shall do or cause to be done
all things  necessary to preserve  intact and  unimpaired any and all easements,
appurtenances  and other  interests and rights in favor of or  constituting  any
portion of the Mortgaged Property.


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<PAGE>

     12.  Costs,  Expenses and Counsel Fees.  Mortgagor  and/or TN shall pay all
expenses incurred by Mortgagee incident to the preparation,  execution, delivery
and/or recording of the Note, this Mortgage and all of the other Loan Documents.
Mortgagor  and/or TN shall,  upon  demand  made by  Mortgagee,  promptly  pay to
Mortgagee all expenses and costs, including reasonable attorneys' fees, incurred
by Mortgagee to collect any of the indebtedness secured hereby or to enforce the
performance  of the terms,  conditions,  provisions,  agreements  and  covenants
contained  herein,  in the  Note,  the  Loan  Agreement,  or in any  other  Loan
Document,  whether  or not suit is  instituted,  or  incurred  by  Mortgagee  in
connection  with any  action,  proceeding,  litigation  or claim  instituted  or
asserted by or against  Mortgagee  or in which the  Mortgagee  becomes  engaged,
wherein it becomes necessary, in the opinion of Mortgagee, to enforce, defend or
uphold  the  lien of this  Mortgage  or the  validity  or  effectiveness  of any
assignment of any claim, award,  payment,  insurance recovery or any other right
or  property  conveyed,   encumbered  or  assigned  by  Mortgagor  to  Mortgagee
hereunder,  or the priority of any of the same or otherwise.  All such expenses,
costs and attorneys' fees,  together with interest thereon at the rate set forth
in the Note in the event of a default thereunder,  shall be deemed to be part of
the principal indebtedness evidenced by the Note on a pro rata basis and secured
by this Mortgage.

     13.  Security  Interest in the Personal  Property.  Mortgagor and Mortgagee
hereby acknowledge that this Mortgage constitutes a security agreement under the
Pennsylvania Uniform Commercial Code, and Mortgagor hereby grants to Mortgagee a
security  interest  in every  item of the  Personal  Property  and the  proceeds
thereof and profits  therefrom,  replacements  and  substitutions  therefor  and
additions  and  accessions  thereto.   Mortgagor  shall,  upon  demand  made  by
Mortgagee,  execute,  deliver and file any  financing  statements,  continuation
statements  and other  instruments as Mortgagee may from time to time require in
order to perfect,  confirm and maintain such perfected  security  interest under
the Pennsylvania  Uniform Commercial Code. Mortgagor hereby irrevocably appoints
Mortgagee,   its   designees   and   nominees,   as   Mortgagor's   agents   and
attorneys-in-fact to execute, deliver and file, on Mortgagor's behalf and in its
name,  any  such  financing  statements,   continuation  statements,  and  other
instruments as Mortgagee, in its sole discretion, deems necessary.

          13.1  Mortgagor  hereby  warrants and  represents  to  Mortgagee  that
     Mortgagor is and will be the owner of every item of the Personal  Property,
     free  from any  leases,  conditional  sales,  chattel  mortgages,  security
     interests,  liens or encumbrances  other than the security  interest hereby
     created.  Mortgagor  further  hereby  represents  and warrants to Mortgagee
     that,  unless  Mortgagee  gives its prior written  consent to the contrary,
     every item of the Personal  Property has been, and shall be created thereon
     except the security interest hereby created.

     14. Rents, Profits and Leases.  Mortgagor hereby assigns and transfers unto
Mortgagee,  its  successors  and assigns:  (i) all rights,  title,  interest and
privileges  which  Mortgagor has or may have as lessor in any lease now existing
or hereafter  made and  affecting  the  Mortgaged  Property or any part thereof,
together  with any  extensions  or renewals of such  leases  (collectively,  the
Leases and individually,  a Lease); and (ii) all rents,  income, and profits due
or to become due under the Leases,  or any of them,  or arising or accruing from
or relating  to the  Mortgaged  Property,  or any  portion  thereof,  or the use
thereof,   and  Mortgagor  hereby  confers  upon  Mortgagee,   immediately  upon
Mortgagor's  default in any respect under this  Mortgage,  the Note or any other
Loan  Document,  the right to enter upon and take  possession  of the  Mortgaged
Property,  or any  portion  thereof,  and  the  right,  with or  without  taking
possession of the Mortgaged  Property,  to collect and receive all rents, income
and profits accruing from the Leases and from the Mortgaged Property.



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<PAGE>

          14.1 Mortgagor hereby warrants, certifies, covenants and represents to
     Mortgagee as follows:

               14.1.1 That Mortgagor has or will have title to and full right to
          assign the Leases and the rents,  income and profits due and to become
          due arising from and due pursuant to the Leases and from the Mortgaged
          Property.

               14.1.2 That Mortgagor will not, without the prior written consent
          of  Mortgagee  in each  instance,  enter into any Lease for all or any
          portion of the  Mortgaged  Property  for a term of more than three (3)
          years or alter or modify any Lease,  consent to any  subletting of any
          Lease, or subordinate  any Lease to any mortgage or other  encumbrance
          other  than  this  Mortgage.  Each and every  Lease  shall be for fair
          market rental and on other than commercially  reasonable terms between
          unrelated  parties at arms length  dealing.  All such leases  shall be
          subject and  subordinate  in lien and payment to the  Mortgage and any
          extension, renewal, modification or replacement thereof

               14.1.3 That Mortgagor has not executed, and will not execute, any
          prior or other assignment of any of its rights under any of the Leases
          or its rights to the rent,  income and profits  therefrom  or from the
          Mortgaged Property.

               14.1.4 That as of the date of this Mortgage,  there are no Leases
          respecting all of any portion of the Mortgaged Property.

          14.2 Mortgagor has executed, acknowledged and delivered to Mortgagee a
     specific separate  Assignment of Rents,  Profits and Leases with respect to
     the Mortgaged  Property dated even date herewith (the Assignment of Rents).
     In the event of any conflict between the terms of this Mortgage,  including
     without  limitation  this  paragraph  14,  and the  terms  of any  separate
     Assignment of Rents, the terms of the Assignment of Rents shall control.

     15. Destruction of the Mortgaged Property. In the event of any loss, damage
or destruction to or of the Mortgaged Property,  or any part thereof,  Mortgagor
shall give immediate written notice thereof to Mortgagee, and Mortgagee may make
proof  of loss  thereof  if proof of loss is not  made  promptly  by  Mortgagor;
provided,  however,  that any  adjustment  of a proof of loss shall  require the
prior written consent of Mortgagee  which shall not be  unreasonably  whithheld,
conditioned or delayed.  Each insurance  company  concerned is hereby authorized
and directed to make payment under its insurance policies directly to Mortgagee.
Mortgagee may, with the consent of Mortgagor, on behalf of Mortgagor, adjust and
compromise any claims under any insurance policies. Mortgagor hereby irrevocably
constitutes and appoints Mortgagee, its designees and nominees after an Event of
Default,  as Mortgagor's agents and  attorneys-in-fact  to adjust and compromise
claims and to collect and receive proceeds and to endorse drafts  therefor.  Any
proceeds paid to or collected by Mortgagee in connection  with  collecting  such
proceeds,  shall  be  applied,  in such  order  and  amounts  as  Mortgagee,  in
Mortgagee's  sole  discretion,  may  elect,  in  reduction  of  the  outstanding
principal balance of the Note, accrued and unpaid interest, or any other sum due
under  and/or  secured  by the Note or this  Mortgage,  whether or not then due.
Mortgagee shall deliver written notice to Mortgagor of the amount so applied and
of the then outstanding balance of the indebtedness  secured by this Mortgage if
the insurance  proceeds are insufficient to pay the entire amount hereof. In the
event a balance remains  outstanding on the Note and Mortgagee receives proceeds
of rent insurance or business interruption insurance beyond those required to be


                                       8
<PAGE>

applied for the current monthly  installment  due under the Note,  Mortgagee may
retain such additional proceeds in escrow, for the account of Mortgagor,  and so
apply such  proceeds on a monthly  basis,  provided  that any such  proceeds not
needed to be applied to keep the Mortgagor  current and not in default hereunder
during the reasonably estimated period of time when the rents from the Mortgaged
Premises will be  inadequate to provide  Mortgagor  with  sufficient  funds with
which to pay Mortgagee the amounts  falling due each month shall be paid over to
Mortgagor to met the other expenses of the Mortgaged Premises.

          15.1  Repair  and  Restoration.   Notwithstanding   the  provision  of
     paragraph  15,  and  provided  that (i) no event of  default  has  occurred
     hereunder  or under the Note or other Loan  Documents,  (ii)  Mortgagee  is
     satisfied  that  the  there  are   sufficient   proceeds  to  complete  the
     restoration of the  improvements  constructed on the Mortgaged  Premises to
     the same value and character as existed prior to such damage, and (iii) the
     insurers do not deny  liability as to the insureds,  Mortgagee  shall apply
     the  insurance  proceeds for the repair and  restoration  of the  Mortgaged
     Property in accordance in accordance with the following conditions:

               15.1.1  Prior to  commencement  of repair  and  restoration,  the
          contracts,  contractors, and plans and specifications thereof shall be
          approved  by  Mortgagee  which  approval  shall  not  be  unreasonably
          withheld, conditioned or delayed, and Mortgagee shall be provided with
          mechanics' lien waivers.

               15.1.2 At the time of any disbursement of the proceeds, Mortgagor
          shall  not  be in  default  under  the  Note,  or  this  Mortgage,  no
          mechanics'  or  materialmen's  liens  shall have been filed and remain
          undischarged  and/or not bonded against and a satisfactory  bring down
          of title insurance shall be delivered to Mortgagee.

               15.1.3  Disbursement shall be made from time to time in an amount
          not  exceeding  the  cost  of  the  work  completed   since  the  last
          disbursement,  upon receipt of  satisfactory  evidence of the stage of
          completion and or  performance  of the work in a good and  workmanlike
          manner  in   accordance   with  the   contracts   and  the  plans  and
          specifications.

               15.1.4  Mortgagee  shall retain ten percent (10%) of the proceeds
          until the repair and restoration is fully completed.

               15.1.5 The proceeds shall not bear interest and may be commingled
          with Mortgagee's other funds.

               15.1.6   Mortgagee  may  impose  such  other  conditions  as  are
          customarily imposed by construction lenders.


               15.1.7 Prior to commencement of and at any time during repair and
          restoration,  if the estimated cost thereof as determined by Mortgagee
          exceeds the amount of the proceeds,  Mortgagor shall, immediately upon
          demand by Mortgagee,  pay the amount of such excess to Mortgagee to be


                                       9
<PAGE>

          added to the proceeds held by Mortgagee. Any sum so added by Mortgagor
          which  remains  upon  completion  of repair and  restoration  shall be
          refunded to Mortgagor. If any sum remains after the completion and any
          refund  to  Mortgagor   aforesaid,   such  sum  remaining   shall,  at
          Mortgagee's  option, be applied on account of the outstanding  balance
          of the Note.

     16. Environmental  Matters.  Mortgagee shall, if it has reason to believe a
problem  exists,  have the right to conduct or have  conducted  by its agents or
contractors  such  environmental  inspections,  audits and testing as  Mortgagee
shall deem necessary or advisable at any  reasonable  time upon at least one (1)
business day prior notice,  at the sole cost and expense of Mortgagor and/or TN.
Mortgagor  and each lessee of any  property  encumbered  by the lien of the Loan
Documents, shall cooperate or, in the case of any such lessee shall be caused to
cooperate, with such inspection efforts; such cooperation shall include, without
limitation,  supplying such information  concerning the operations conducted and
hazardous  substances or hazardous waste located on any of such  properties.  In
the event that  Mortgagor  shall  fail to comply  with any  applicable  state or
federal  environmental  law, then Mortgagee may, in addition to any of its other
remedies hereunder and the other Loan Documents,  cause each such property to be
brought into compliance and all expenses  incurred by Mortgagee added to the sum
secured by the Loan Documents and evidenced by the Note, and shall bear interest
from the date of demand at the  interest  rate then in effect  thereunder,  plus
five (5%)  percent.  Further,  in the event  Mortgagee,  in order to protect the
priority of this Mortgage,  or to preserve the value of the Mortgaged  Property,
or in any situation in which Mortgagee is required, by court order or otherwise,
to pay  any  costs,  fees,  expenses,  settlements,  damages,  fines  (civil  or
criminal) or penalties, including but not limited to, clean-up costs, attorney's
fees and court  costs,  because of a past,  present or future  violation  of the
Environmental Laws (as defined in that certain Environmental Indemnity Agreement
made by Mortgagor and Guarantor and delivered to Mortgagee  even date  herewith)
on, in, under from or about the Mortgaged Property, all such sums shall be added
to the amount  secured  hereby,  shall be secured hereby (if this Mortgage is at
that time in existence),  shall be payable on demand by Mortgagor  and/or TN and
shall bear  interest from the date of demand at the interest rate then in effect
thereunder,  plus five (5%) percent.  The terms of this paragraph  shall survive
the payment in full of all other sums  secured  hereby and the  satisfaction  of
record  of this  Mortgage.  Mortgagor  and TN have  executed  and  delivered  to
Mortgagee  that  certain  Environmental  Indemnity  Agreement  dated  even  date
herewith  (the   Environmental   Indemnity   Agreement)  setting  forth  certain
representations,  warranties,  covenants  and  obligations  of Mortgagor  and TN
respecting  environmental matters at the Mortgaged Property. In the event of any
conflict between this Mortgage and the Environmental  Indemnity  Agreement.  the
terms of the Environmental  Indemnity Agreement shall control.  The terms of the
Environmental Indemnity Agreement are incorporated herein by reference.


     17. Eminent Domain. In the event that the Mortgaged  Property,  or any part
thereof,  shall be taken in  condemnation  proceedings or by the exercise of any
right  of  eminent  domain  or  bona  fide  sale in  lieu  thereof  (hereinafter
collectively referred to as condemnation  proceedings),  Mortgagor and Mortgagee
shall have the right to participate in any such condemnation proceedings and the
award  that may be made in any such  condemnation  proceedings  or the  proceeds
thereof or the agreed upon  compensation for damages  sustained shall be applied
by Mortgagee,  in such order and amounts as Mortgagee,  in its sole  discretion,
may elect,  in reduction of the outstanding  principal  balance of the Note, all
accrued and unpaid  interest,  or any other sum due under and/or  secured by the
Note or this  Mortgage,  whether or not then due.  In the event the whole of the


                                       10
<PAGE>

Mortgaged  Property  is  taken  and  the  amount  of  the  awards,  proceeds  or
compensation  received  by  Mortgagee  is  insufficient  to pay the then  unpaid
principal  balance of the Note,  together  with all accrued and unpaid  interest
thereon,  and all  other  sums  then due to  Mortgagee  from  Mortgagor  and TN,
Mortgagor  and/or TN shall,  within ten (10) days after the  application  of the
award, proceeds or compensation as aforesaid,  pay such deficiency to Mortgagee.
In the event less than the whole of the  Mortgaged  Property  is taken,  and the
amount  of the  awards,  proceeds  or  compensation  received  by  Mortgagee  is
insufficient to reduce the outstanding balance of the Note to an amount equal to
or less than  eighty-five  (85%) percent of the appraised value of the Mortgaged
Property after the taking  determined by an appraisal of the Mortgaged  Property
by a qualified appraiser approved by Mortgagee,  then Mortgagor and/or TN shall,
within  ten  (10)  days  after  the  application  of  the  award,   proceeds  or
compensation as aforesaid,  pay to Mortgagee the amount  necessary to reduce the
outstanding  balance of the Note to an amount equal to eighty-five (85%) percent
of the appraised value of the Mortgaged  Property after the taking.  The cost of
such appraisal shall be the responsibility of Mortgagor.

          17.1  Repair  and  Restoration.   Notwithstanding  the  provisions  of
     paragraph  17, in the event of a partial  taking,  and provided that (i) no
     event of default  has  occurred  hereunder  or under the Note or other Loan
     Documents,  and (ii)  Mortgagee is satisfied  that the there are sufficient
     proceeds to complete the restoration of the improvements constructed on the
     Mortgaged Premises to the same value and character as existed prior to such
     taking,  Mortgagee shall apply the condemnation proceeds for the repair and
     restoration  of the  Mortgaged  Property in  accordance  with the following
     conditions:

               17.1.1  Prior to  commencement  of repair  and  restoration,  the
          contracts,  contractors, and plans and specifications thereof shall be
          approved  by  Mortgagee,  which  approval  shall  not be  unreasonably
          withheld, conditioned or delayed, and Mortgagee shall be provided with
          mechanics' lien waiver.

               17.1.2 At the time of any disbursement of the proceeds, Mortgagor
          shall not be in default under the Note, or the Mortgage, no mechanics'
          or materialmen's  liens shall have been filed and remain  undischarged
          and or properly bonded against and a satisfactory  bring down of title
          insurance shall be delivered to Mortgagee.

               17.1.3  Disbursement shall be made from time to time in an amount
          not  exceeding  the  cost  of  the  work  completed   since  the  last
          disbursement,  upon receipt of  satisfactory  evidence of the stage of
          completion and of  performance  of the work in a good and  workmanlike
          manner  in   accordance   with  the   contracts   and  the  plans  and
          specifications.

               17.1.4  Mortgagee  shall retain ten percent (10%) of the proceeds
          until the repair and restoration is fully completed.

               17.1.5 The proceeds shall not bear interest and may be commingled
          with Mortgagee's other funds.

               17.1.6   Mortgagee  may  impose  such  other  conditions  as  are
          customarily imposed by construction lenders.

               17.1.7 Prior to commencement of and at any time during repair and
          restoration,  if the estimated cost thereof as determined by Mortgagee
          exceeds the amount of the proceeds,  Mortgagor shall, immediately upon
          demand by Mortgagee,  pay the amount of such excess to Mortgagee to be


                                       11
<PAGE>

          added to the proceeds held by Mortgagee. Any sum so added by Mortgagor
          which  remains  upon  completion  of repair and  restoration  shall be
          refunded to Mortgagor. If any sum remains after the completion and any
          refund  to  Mortgagor   aforesaid,   such  sum  remaining   shall,  at
          Mortgagee's  option, be applied on account of the outstanding  balance
          of the Note.

     18. Events of Default.  The  occurrence of any one or more of the following
shall constitute an Event of Default hereunder:

          18.1 The  occurrence of an event of default  under the Note,  the Loan
     Agreement,  the Assignment of Rents, the Environmental  Indemnity Agreement
     or any other Loan Document.

          18.2 The failure of  Mortgagor  to perform or comply with any other of
     the terms,  conditions,  provisions,  agreements,  covenants and conditions
     contained herein.

          18.3 The filing of any non consensual lien or encumbrance,  mechanic's
     or materialmen's  lien or municipal claim against all or any portion of the
     Mortgaged  Property which is not discharged  within twenty (20) days unless
     it is being  contested  by  Mortgagor  in good faith and due  diligence  in
     appropriate  proceedings  with the approval of Mortgagee,  a bond or escrow
     having  been posted with  Mortgagee  for the full amount of such  contested
     lien.

          18.4 The existence of any security interest,  pledge, consensual lien,
     or other consensual  encumbrance in favor of any party other than Mortgagee
     in the Mortgaged Property.

          18.5 If  Mortgagor  shall at any time deliver or cause to be delivered
     to Mortgagee a notice pursuant to 42 Pa. C.S.A.  8143 electing to limit the
     indebtedness secured by this Mortgage.

     In the event of any conflict between the terms of this Mortgage,  including
without  limitation  this  paragraph 18, and the terms of the Note, the terms of
the Note shall control.

     19. Remedies. Upon the happening of any Event of Default, the entire unpaid
balance of principal, and all accrued and unpaid interest under the Note and all
other  sums due  under or  secured  by this  Mortgage  shall,  at the  option of
Mortgagee,  become  immediately  due and  payable,  without  notice  or  demand.
Mortgagee may forthwith, and without delay:

          19.1 Institute an action of mortgage foreclosure against the Mortgaged
     Property,  or any portion  thereof,  or take such other action at law or in
     equity for the enforcement of this Mortgage and realization on the mortgage
     security  or any other  security  herein or  elsewhere  provided  for,  and
     proceed  therein to final  judgment  and  execution  thereon for the entire
     accelerated indebtedness as aforesaid,  together with all costs of suit and
     attorney's  fees,  together  with interest at the default rate set forth in
     the Note on any judgement  obtained by mortgagee from and after the date of
     any Sheriff's  Sale of the Mortgaged  Property until actual payment is made
     by the Sheriff of the full amount due to Mortgagee.  The obligations of the
     Mortgagor and/or TN and the rights and remedies of the Mortgagee  hereunder
     shall survive the entry of judgment  hereunder or under the obligation this
     Mortgage  secures;  it being the  intention  of  parties  hereto  that such
     rights, remedies and obligations shall not merge into or be extinguished by
     any such  judgment but shall  continue  until all sums secured  hereby have
     been paid in full.

                                       12
<PAGE>

               19.1.1 The Mortgaged  Property,  or any portion  thereof,  may be
          sold pursuant to any Writ of Execution  issued on a judgment  obtained
          by  virtue  of the Note or this  Mortgage  or  pursuant  to any  other
          judicial  proceedings,  whether  or not under  this  Mortgage,  in one
          parcel  as an  entirety,  or in such  parcels,  manner  and  order  as
          Mortgagee, in its sole discretion, may elect.

          19.2 Enter and take  possession of the  Mortgaged  Property and manage
     and  operate  the same,  let or re-let the  Mortgaged  Property or any part
     thereof,  cancel, modify, and grant indulgences with respect to the Leases,
     evict  tenants,  bring  or  defend  any  suits  in  Mortgagee's  name or in
     Mortgagor's  name in connection with possession of the Mortgaged  Property,
     make repairs,  alterations and improvements as Mortgagee deems appropriate,
     and perform such other acts in connection with the management and operation
     of the  Mortgaged  Property as  Mortgagee,  in its sole  discretion,  deems
     appropriate,  and  demand,  sue for,  collect and receive all or any rents,
     income and profits accruing from the Mortgaged Property and from the Leases
     shall be applied by Mortgagee, in such order and amounts as Mortgagee shall
     elect, to the costs of operation and maintenance of the Mortgaged Property,
     the expenses  (including  attorney's fees) incident to taking and retaining
     possession of the Mortgaged  Property and collecting the rents,  issues and
     profits therefrom and from any Lease, any other expenses as Mortgagee shall
     determine and monies necessary to satisfy all indebtedness due under and/or
     secured by the Note and this Mortgage.

               19.2.1 THE FOLLOWING  SECTION SETS FORTH WARRANTS OF ATTORNEY FOR
          ANY ATTORNEY TO CONFESS JUDGMENTS AGAINST MORTGAGOR. IN GRANTING THESE
          WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST MORTGAGOR, MORTGAGOR
          HEREBY  KNOWINGLY,  INTENTIONALLY,  VOLUNTARILY,  AND  UNCONDITIONALLY
          WAIVES ANY AND ALL RIGHTS  MORTGAGOR  MAY HAVE TO PRIOR  NOTICE AND AN
          OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF
          THE COMMONWEALTH OF PENNSYLVANIA AND THE UNITED STATES OF AMERICA.

               FOR THE PURPOSE OF OBTAINING POSSESSION OF THE MORTGAGED PROPERTY
          UPON  THE  OCCURRENCE  OF  AN  EVENT  OF  DEFAULT,   MORTGAGOR  HEREBY
          AUTHORIZES  AND  EMPOWERS  ANY  ATTORNEY OF ANY COURT OF RECORD OF THE
          COMMONWEALTH OF  PENNSYLVANIA OR ELSEWHERE,  AS ATTORNEY FOR MORTGAGOR
          AND ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR,  TO, BY COMPLAINT
          OR  OTHERWISE,  APPEAR FOR AND ENTER AND CONFESS  JUDGMENT IN FAVOR OF
          MORTGAGEE  AND AGAINST  MORTGAGOR,  AND  AGAINST ALL PERSONS  CLAIMING
          UNDER OR THROUGH MORTGAGOR, FOR RECOVERY BY MORTGAGEE OF POSSESSION OF
          THE  MORTGAGED  PROPERTY,  FOR WHICH THIS  MORTGAGE,  OR A COPY HEREOF
          VERIFIED BY AFFIDAVIT,  SHALL BE A SUFFICIENT WARRANT;  WHEREUPON,  IF
          MORTGAGEE SO DESIRES,  A WRIT OF POSSESSION MAY IMMEDIATELY  ISSUE FOR
          POSSESSION OF THE MORTGAGED  PROPERTY,  WITHOUT ANY WRIT OR PROCEEDING
          WHATSOEVER AND WITHOUT ANY STAY OF EXECUTION.  IF FOR ANY REASON AFTER
          SUCH ACTION HAS BEEN COMMENCED IT SHALL BE DISCONTINUED, OR POSSESSION
          OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE RESTORED TO MORTGAGOR,
          MORTGAGEE  SHALL HAVE THE RIGHT IN CONNECTION WITH THE SAME DEFAULT OR
          ANY SUBSEQUENT  DEFAULT TO BRING ONE OR MORE FURTHER  ACTIONS OR ENTER


                                       13
<PAGE>

          AND CONFESS  JUDGMENT ONE OR MORE TIMES AS HEREIN  PROVIDED TO RECOVER
          POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY BRING AN ACTION IN
          EJECTMENT AND CONFESS JUDGMENT THEREIN BEFORE OR AFTER THE INSTITUTION
          OF  PROCEEDINGS  TO FORECLOSE THIS MORTGAGE OR TO ENFORCE THE NOTE, OR
          AFTER ENTRY OF JUDGMENT IN ANY  PROCEEDINGS TO FORECLOSE THIS MORTGAGE
          OR ON THE NOTE, OR AFTER A SHERIFF'S SALE OF THE MORTGAGED PROPERTY IN
          WHICH MORTGAGEE IS THE SUCCESSFUL BIDDER.

               MORTGAGOR  ACKNOWLEDGES  THAT MORTGAGOR HAS HAD THE ASSISTANCE OF
          LEGAL COUNSEL IN THE REVIEW AND EXECUTION OF THIS MORTGAGE AND FURTHER
          ACKNOWLEDGES  THAT THE MEANING AND EFFECT OF THE FOREGOING  PROVISIONS
          CONCERNING  CONFESSION  OF  JUDGMENT  HAVE  BEEN  FULLY  EXPLAINED  TO
          MORTGAGOR BY SUCH COUNSEL,  AND AS EVIDENCE OF SUCH FACT THE MORTGAGOR
          SIGN(S) HIS/HER/THEIR/ITS INITIALS BELOW.

                        /s/ PLD                                /s/ JAS
                  (Initials of  Mortgagor)            (Initials of  Mortgagor)

          19.3  Have a  receiver  appointed  to  enter  into  possession  of the
     Mortgaged  Property  and to collect the rents,  issues,  profits and income
     therefrom and to apply such rents,  issues,  profits and income as provided
     for in  subparagraph  19.2.1 hereof or as the court may  otherwise  direct.
     Mortgagee  shall be entitled to the  appointment of a receiver  without the
     necessity  of  proving  either  the  inadequacy  of the  security  for  the
     indebtedness  secured  hereby or the  insolvency  of Mortgagor or any other
     person who may be legally or equitably  liable to pay money secured  hereby
     and the Mortgagor and each such other person shall be deemed to have waived
     such  proof and to have  consented  to the  appointment  of such  receiver.
     Should the  Mortgagee or any receiver  collect  rents,  issues,  profits or
     income  from the  Mortgaged  Property,  monies  so  collected  shall not be
     substituted for the payment of the  indebtedness  secured  hereby,  nor can
     they be used to cure the  default,  without  the prior  written  consent of
     Mortgagee.  Any  receiver  shall be liable to  account  only for the rents,
     issues, profits and income actually received by such receiver.

          19.4  Exercise  all of the  remedies  of a  secured  party  under  the
     Pennsylvania  Uniform Commercial Code,  including,  but not limited to, the
     right and power to sell, or otherwise  dispose of, the Personal Property or
     any part thereof,  and for that purpose  Mortgagee shall take immediate and
     exclusive  possession  of the  Personal  Property  or any part  thereof  as
     Mortgagee  elects and,  with or without  judicial  process,  enter upon any
     portion of the Mortgaged  Property on which the Personal  Property,  or any
     part  thereof,  may be situated and remove the same without being guilty of
     trespass and without liability for damages thereby occasioned.

          19.5  Exercise  any  other  right or  remedy  otherwise  available  to
     Mortgagee  and  resort  to any other  security  held by  Mortgagee  for the
     payment  of the  indebtedness  secured  hereby in such  order and manner as
     Mortgagee, in its sole discretion, may elect.


     20. Remedies Cumulative.  The rights and remedies of Mortgagee provided for
in this  Mortgage,  in the Note,  in the Loan  Agreement,  and in any other Loan


                                       14
<PAGE>

Document,  shall be cumulative  and concurrent and shall not be exclusive of any
right or remedy  provided  by law,  in  equity or  otherwise.  Said  rights  and
remedies  may, at the sole and exclusive  discretion  of  Mortgagee,  be pursued
singly,  successively  or  together,  and may be  exercised as often as occasion
therefor shall arise.

     21. Mortgagor's Waivers. Mortgagor and TN hereby waive and release: (i) all
errors,  defects and imperfections (except as to notice required hereunder or in
the Loan  Documents),  in any  proceeding  instituted  by  Mortgagee  under this
Mortgage,  the Note, the Loan  Agreement,  or any other Loan Document;  (ii) all
notices of default or of  Mortgagee's  exercise,  or election to  exercise,  any
right or remedy referred to in paragraph 19 hereof; and (iii) the benefit of any
laws now or  hereafter  enacted  extending  the time for  payment of any sum due
under or secured  hereby or affording any right to a stay of any execution to be
issued  on any  judgment  obtained  under  the Note,  the Loan  Agreement,  this
Mortgage or any other Loan  Document,  or exempting  any property  from levy and
sale upon any such execution.

     22. No Waiver.  No  failure or delay by  Mortgagee  in  insisting  upon the
strict  performance  by  Mortgagor  and/or  TN of any of the  terms,  covenants,
conditions,  agreements and provisions  contained  herein, in the Note, the Loan
Agreement,  or in any other  Loan  Document  shall  constitute  or operate as an
estoppel or a waiver of any such terms,  covenants,  conditions,  agreements and
provisions,  nor  shall  any such  failure  or  delay  preclude  Mortgagee  from
thereafter  insisting  upon such  strict  performance  by  Mortgagor  and/or TN.
Neither Mortgagor,  TN nor any guarantor or surety or other person obligated for
the  payment  of the  indebtedness  secured  hereby  shall be  relieved  of such
obligation  by reason  of the  failure  of  Mortgagee  or TN to comply  with any
request of  Mortgagor or of any such  guarantor,  surety or other person to take
action to foreclose this Mortgage or to otherwise  enforce any of the provisions
of this  Mortgage  or any of the  obligations  secured by this  Mortgage,  or by
reason of the release, regardless of consideration,  of the whole or any part of
the security held for the indebtedness secured by this Mortgage, or by reason of
any  agreement  or  stipulation  between any  subsequent  owner or owners or the
Mortgaged Property and Mortgagee  extending the time of payment or modifying the
terms of the Note or this Mortgage  without first having obtained the consent of
Mortgagor, TN, or any such guarantor,  surety or other person, and Mortgagor and
each such guarantor, surety and other person shall continue to be liable to make
payments according to the terms of any such extension or modification agreement,
unless expressly released and discharged in writing by Mortgagee.  Mortgagee may
release,  regardless of  consideration,  the obligation of any party at any time
liable for any of the indebtedness  secured by this Mortgage without,  as to any
other  person  so  obligated  or the  remainder  of  such  security,  in any way
affecting such other  person's  obligation or impairing or affecting the lien of
this Mortgage or the priority of the lien of this Mortgage.

     23.  Mortgagee's Right to Remedy Defaults.  If, after the expiration of all
applicable  notice  and cure  periods,  Mortgagor  fails to pay when due any sum
required to be paid by Mortgagor or fails to perform any obligation of Mortgagor
hereunder,  Mortgagee,  at its  option,  shall  have  the  right,  but  not  the
obligation,  to pay any such sum or to take any  action  which  Mortgagee  deems
necessary or advisable to protect the security of this Mortgage or the Mortgaged
Property,  all  without  prejudice  to any of  Mortgagee's  rights  or  remedies
available  hereunder or under the Note, the Loan  Agreement,  or under any other
Loan  Document,  at law,  or in equity.  The amount of all  payments  so made by
Mortgagee,  together with all costs so incurred by Mortgagee,  shall immediately
be due and payable from Mortgagor and/or TN to Mortgagee, together with interest


                                       15
<PAGE>

at the rate set forth in the Note in the event of a default thereunder, from the
date such  payment  was made of cost  incurred  by  Mortgagee  until the date of
repayment by Mortgagor  and/or TN. All such  amounts,  together with interest as
aforesaid,  shall  be add to and  evidenced  by the  Note  and  secured  by this
Mortgage.

     24.  Further  Assurances.  Mortgagor  will execute and deliver such further
instruments and documents,  and perform such further acts as may be requested by
Mortgagee  from time to time to confirm the  provisions of, or to carry out more
effectively the purposes of this Mortgage, the Note, the Loan Agreement,  or any
other Loan  Documents.  Mortgagor  hereby  authorizes  Mortgagee  to execute and
deliver such further  instruments and documents and to perform such further acts
at any time and from  time to time,  on behalf of  Mortgagor.  Mortgagor  hereby
irrevocably  appoints  Mortgagee,  its designees and  nominees,  as  Mortgagor's
agents  and  attorneys-in-fact,  to  execute,  from  time to time,  on behalf of
Mortgagor, one or more such instruments and documents.

     25. Notices and Other Communications.  All notices and other communications
hereunder  shall be given in the manner  specified  in the Loan  Agreement.  All
notices to be given to Mortgagee  pursuant to 42 Pa. C.S.A.  8143 shall be given
to Mortgagee by certified mail to Mortgagee's address set forth below.

     26. Captions.  The heading and captions herein are inserted for convenience
of reference only and shall not control or affect the meaning or construction of
any of the provisions of this Mortgage.

     27. Binding  Effect.  This Mortgage shall bind Mortgagor and its successors
and assigns and shall inure to the benefit of Mortgagee  and Mortgagor and their
respective successors and assigns.

     28. No Amendment.  This Mortgage shall not be modified or amended except in
writing  signed by the party against whom the  enforcement  of such amendment or
modification is sought.

     29.  Severability.  If any term,  covenant or condition of this Mortgage or
the application  thereof to any party or circumstance  shall, to any extent,  be
invalid, or unenforceable, the remainder of this Mortgage, or the application of
such term, covenant or condition to parties or circumstances other than those as
to which it is held invalid or  unenforceable  shall not be affected thereby and
each term, covenant or condition of this Mortgage shall be valid and be enforced
to the fullest extent permitted by law.

     30.  Governing  Law.  This  Mortgage  shall be  construed  and  enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

     31.  Waiver  of Jury  Trial.  MORTGAGOR  AND  MORTGAGEE  HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR  ARISING  OUT OF,  UNDER OR IN
CONNECTION  WITH, THE NOTE, THIS MORTGAGE,  AND OTHER LOAN DOCUMENTS,  ANY OTHER
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY OR ANY COURSE OF CONDUCT, COURSE OF
DEALING,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE MORTGAGEE OR
THE MORTGAGOR IN CONNECTION HEREWITH OR THEREWITH.  THIS PROVISION IS A MATERIAL


                                       16
<PAGE>

INDUCEMENT  FOR THE MORTGAGEE TO MAKE THE LOAN EVIDENCED BY THE NOTE AND SECURED
BY, INTER ALIA, THIS MORTGAGE.

         IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly
executed the day and year first above written.

                                   MORTGAGOR:

                                   SPITZ, INC.
/s/ Donn L. Guthrie
                               WITNESS AS TO BOTH
WITNESS AS TO BOTH
                                 BY:       /s/ Jonathan Shaw             (SEAL)
                                    -------------------------------------------

                             ATTEST:     /s/ Paul Dailey                 (SEAL)
                                   ---------------------- ---------------------

                                                               [Corporate Seal]


     In consideration of Mortgagee's advance of the proceeds of the Note and the
covenants and obligations of TN as set forth herein, and intending to be legally
bound hereby, TN has caused this Mortgage to be duly executed.

                                    TRANSNATIONAL INDUSTRIES, INC.
/s/ Donn L. Guthrie
WITNESS AS TO BOTH
                                 BY:       /s/ Jonathan Shaw             (SEAL)
                                    -------------------------------------------

                             ATTEST:     /s/ Paul Dailey                 (SEAL)
                                   ---------------------- ---------------------


                                                               [Corporate Seal]


         I hereby certify that the address of the above-named Mortgagee is 22
West State Street, Media, Delaware County, Pennsylvania, 19063.


                                                        /s/ Donn L. Guthrie
                                                -------------------------------
                                                     Donn L. Guthrie, Esquire


<PAGE>




COMMONWEALTH OF PENNSYLVANIA        :
                                                              :SS
COUNTY OF CHESTER                           :


     On this, the 14th day of January, 2004, before me, the undersigned officer,
appeared Jonathan A. Shaw and Paul L. Dailey, who acknowledged  themselves to be
the President and Executive  President of, Spitz, Inc., a Delaware  corporation,
and Transnational  Industries,  Inc., a Delaware  corporation,  and that they as
such,  being  authorized  to  do  so,  executed  the  foregoing  instrument  and
acknowledged that he executed the same for the purpose therein contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                                      /s/ Maria Pantano Bucci
                                                      -------------------------
                                                          NOTARY PUBLIC
My Commission Expires:                                    (Notary Seal)
Maria Pantano Bucci, Notary Public
Marple Twp., Delaware County
My commission expires June 16, 2007



RECORDING INFORMATION:


<PAGE>


ALL THAT CERTAIN lot or parcel of land with buildings and  improvements  thereon
erected,  Situate in the Township of Chadds Ford,  County of Delaware,  State of
Pennsylvania,  bounded and described  according to a Final  Subdivision Plan for
Chadds From  Plaza,  made by  Brandywine  Valley  Engineers,  Aston,  PA,  dated
1/19/1998 and last revised 10/2/2002 as follows, to wit:

BEGINNING at a point of curve on the Southwesterly  side of Brandywine Drive (60
feet wide),  being a corner of Proposed  Lot #2 (as shown on said plan);  thence
from said point of  beginning  extending  along  said drive the three  following
courses  and  distances:  (1) on a line  curving to the left  having a radius of
425.00  feet an arc  distance  of 74.78  feet to a point;  thence  (2)  South 48
degrees 55 minutes 22 seconds  East 467.61 feet to a point of curve;  thence (3)
on a line curving to the right having a radius of 250.00 feet an arc distance of
101.40  feet to a point,  being a corner of lands now or late of Thomas  Hannum;
thence  leaving  said drive  extending  along lands of Hannum the two  following
courses and  distances:  (1) South 64 degrees 18 minutes 55 seconds  West 229.98
feet to a point;  thence (2) South 25 degrees 41 minutes 05 seconds  East 261.49
feet to a point on the title line in the bed of Baltimore  Pike,  being a corner
of lands of Hannum;  thence  extending along said title line the three following
courses  and  distances:  (1) South 66 degrees 53 minutes 00 seconds  West 33.53
feet to a point;  thence (2) South 60 degrees 12 minutes 00 seconds  West 210.00
feet to a point;  thence (3) South 57 degrees 55 minutes 00 seconds  West 371.81
feet to a point,  being a corner  of other  lands  of  Brandy  Partners;  thence
leaving said pike  extending  along said lands the three  following  courses and
distances:  (1) North 20 degrees 56 minutes  06 seconds  West  317.68  feet to a
point;  thence (2) North 52 degrees 44 minutes 03 seconds  West 339.59 feet to a
point;  thence (3) North 25 degrees 49 minutes 00 seconds  West 295.00 feet to a
point;  thence  still  along  said  lands and along Lot #2 North 64  degrees  11
minutes 00 seconds  East 743.13 feet to the first  mentioned  point and place of
beginning.

BEING Lot #3 on the above-mentioned Plan.

BEING Folio #04-00-00034-02.



BEING THE SAME PREMISES which Brandy Partners, a Pennsylvania limited
partnership, by Indenture bearing date the 14th day of January, 2004, duly
executed, acknowledged and delivered, and intended to be forthwith recorded,
granted and conveyed unto Spitz, Inc., a Delaware corporation, in fee.









                                   EXHIBIT "A"