Exhibit
10.4


 


MORTGAGE


 


This
Mortgage is made as of this 13th day of August, 2003, by and between
Beyond the Wall, Inc., a Delaware corporation, as the “Mortgagor”, and Jonathan
V. Diamond, an adult individual, whose address is 374 West 11th
Street #7, New York, NY 10014, as the “Mortgagee”.


 


The Mortgagor, pursuant
to a Promissory Note dated of even date herewith, duly executed, stands bound
unto the said Mortgagee, his heirs or assigns in the sum of One Hundred
Thousand ($100,000.00) Dollars, lawful money of the United States of America
(the “Obligation”).


 


Transfer of title to the
premises hereby mortgaged shall make all sums due hereon, including principal
and interest and all amounts agreed to be treated as such, payable on demand,
irrespective of anything herein contained to the contrary.


 


And also, at all times,
pay all taxes and keep the buildings erected upon the land herein described,
insured for the benefit of the Mortgagee, his heirs, personal representatives
and assigns, to the amount of at least the appraised value of the buildings
erected thereon, naming the Mortgagee as the mortgagee and additional insured.


 


And the further condition
of the said Obligation is such, that if at any time default shall be made in
the payment of the principal and /or interest for a period in excess of twenty
(20) days after notice from the Mortgagee, or if a breach of any other of the
foregoing conditions be made by the said Mortgagor, its successors or assigns,
for a period in excess of thirty (30) days after notice from the Mortgagee, the
said principal sum shall, at the option of the said Mortgagee, his heirs,
personal representatives or assigns, become due; and payment of the same, with
the interest, taxes and cost of insurance due thereon, as aforesaid, together with
an attorney’s commission of five (5%) per cent, on the said principal sum,
besides costs of suit, may be enforced and recovered at once.


 


The said Mortgagor, as
well for and in consideration of the said debt or sum of One Hundred Thousand
($100,000.00) Dollars, and for the better securing the payment of the same,
with interest as aforesaid, unto the said Mortgagee;  his heirs personal representatives or assigns, in the discharge
of the said recited obligation, as for and in consideration of the further sum
of one dollar, lawful money aforesaid, unto the said Mortgagor in hand paid by
the Mortgagee, the 


 


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receipt whereof is hereby
acknowledged, does hereby grant, bargain, sell, release and confirm unto the
said Mortgagee, his heirs, personal representatives or assigns, all those
certain pieces or parcels of land more particularly described in Exhibit “A”
which is attached hereto and incorporated herein by reference (the “Mortgaged
Property”).


 


Together with all and
singular the hereditaments and appurtenances whatsoever unto the hereby granted
premises belonging or in any wise appertaining, and the reversions and
remainders, rents, issues and profits thereof.


 


To Have and to Hold the
said Mortgagee the hereditaments and premises granted, or mentioned and
intended so to be, with the appurtenances unto the said Mortgagee, his heirs,
personal representatives and assigns, to and for the only proper use and behoof
of the said Mortgagee, his heirs, personal representatives and assigns,
forever.


 


And the said Mortgagor,
for itself and its successors and assigns, does hereby covenant, promise and
agree to and with the said Mortgagee, its successors and assigns, that if the
said Mortgagor, its successors or assigns, shall neglect or refuse to keep up
the aforesaid insurance, or pay all taxes, it shall be lawful for the said
Mortgagee, his heirs, personal representatives or assigns, to insure the said
buildings in the sum aforesaid and pay said taxes and shall recover the costs
and expenses of such insurance or taxes in a suit upon this Mortgage.


 


Provided always,
nevertheless, that if the said Mortgagor, it successors or assigns do and shall
pay or cause to be paid, unto the said Mortgagee, its successors or assigns the
said principal sum of One Hundred Thousand ($100,000.00) Dollars, lawful money,
aforesaid, on the day and time hereinbefore mentioned and appointed for payment
of the same, together with interest, taxes, cost and charges of insurance, as
aforesaid, and without any deduction, defalcation or abatement to be made of
anything for or in respect of any taxes, charges or assessments whatsoever,
then and from thenceforth, as well this present Mortgage and the estate hereby
granted as the said Obligation, shall cease, determine and become void.


 


And Provided also, that
it shall and may be lawful for the said Mortgagee, his heirs, personal
representatives or assigns, when and as soon as the said principal sum shall,
in any event, become due and payable as aforesaid, to sue out forthwith a writ
or writs of scire facias upon this Mortgage; and proceed thereon to judgment
and execution for the recovery of said principal sum and all interest due
thereon, and the costs and expenses of insurance, and taxes as aforesaid, together
with an attorney’s commission of five (5%) per cent. on said principal sum,
besides costs of suit, without stay of exemption from execution or other
process with a full release of errors.


 


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And the said Mortgagor
does hereby constitute and appoint Mortgagee to be its attorney, for it and in
its name, and as and for its corporate act and deed to acknowledge this
Mortgage before any person having authority by the laws of the Commonwealth of
Pennsylvania to take such acknowledgment, to the intent that the same may be
duly recorded.


 


In Testimony Whereof, the
said Mortgagor has caused this Mortgage to be signed by its authorized officer,
the day and year first above written.


 


	
  Attest:

  	
  Beyond the Wall, Inc.

  
	
   

  	
   

  
	
  /s/ Robert N.
  Weingarten

  	
   

  	
  By:

  	
  /s/ Robert N.
  Weingarten

  
	
  Robert N. Weingarten,
  Secretary

  	
   

  	
  Robert
  N. Weingarten, President

  
				



 


	
  State of California

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.

  
	
  County of Los
  Angeles

  	
  )

  	
   

  



 


On the
29th day of August, in the year 2003, before me, the undersigned, a Notary
Public in and for said State, personally appeared ROBERT N. WEINGARTEN,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name(s) is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity(ies) on behalf of
Beyond the Wall, Inc., and that by his signature on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


 


	
   

  	
  /s/ Ronald J.
  Grant

  
	
   

  	
  Notary Public

  



 


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  Commonwealth of Pennsylvania

  	
  :

  	
   

  
	
   

  	
  :

  	
  ss.

  
	
  County of

  	
  :

  	
   

  



 


Recorded in the Office
for Recording of Deeds, Mortgages, etc., in and for the County of 


In Mortgage
Book                 Volume           Page


Witness my hand and
seal of Office, this        day
of                      ,
2003


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Recorder

  



 


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