Exhibit 4.28



                                  MORTGAGE NOTE

$375,000.00                                            November 21, 2002
                                                       West Berlin, New Jersey


         FOR VALUE RECEIVED, EP MEDSYSTEMS, INC., a New Jersey corporation with
an address of Cooper Run Executive Park 575 Rout 73 North West Berlin, NJ 08091
(hereinafter referred to as "Maker") hereby promises to pay to the order of
Anthony Varrichio, residing at 5600 Tanner Trail Plano, Texas 75093, the
principal sum of THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($375,000.00)
lawful money of the United States of America, together with interest on the
outstanding balance thereof, at the rate and on the terms set forth herein.
Maker and payee acknowledge that Maker is also giving a Mortgage Note to William
Winstrom ("Winstrom") in the principal sum of $375,000 contemporaneously with
this Mortgage Note (the note issued to Winstrom hereinafter referred to as the
"Winstrom Note"). The Winstrom Note is substantially identical to this Note,
except that the Payee is William Winstom, not Anthony Varrichio.

SECTION 1.  INTEREST
            --------

         The interest rate hereunder shall be eight percent (8.0%) per annum for
the period commencing on the Commencement Date (defined below) and ending on the
Maturity Date (defined below).

SECTION 2.  REPAYMENT TERMS
            ---------------

         Principal and interest shall be payable to Payees, in lawful money of
the United States, at Payees' address first designated above, or at such other
place as the holder of this Note may designate from time to time, in the
following manner:

         (a)Commencing on the date this Note is executed (the "Commencement
Date"), interest shall accrue at the rate of eight percent (8.0%) per annum on
the remaining principal balance and shall be paid quarterly in arrears on April
1, July 1, October 1 and January 1, commencing April 1, 2003. The initial
quarterly payment of interest only shall be paid by Maker to Payees in the
amount of $15,000; provided, the payment on April 1, 2003 shall include a per
diem interest from the Commencement Date through April 1, 2003. If Maker chooses
to make payments in an amount greater than the quarterly interest only payment
of $7,500 excess amount shall be applied against the principal balance and
subsequent quarterly interest only payments shall be calculated on the remaining
principal balance (rather than the original principal balance of $375,000.00).

        (b) On January 15, 2006 (the "Maturity Date"), the then outstanding
 principal balance together with any unpaid accrued interest thereon and any
 unpaid fees, charges or other sums or advances provided for herein or in
 the accompanying Mortgage between EP MedSystems, Inc. and Payees dated as of
 the date hereof securing the obligations hereunder shall be due and payable.
<PAGE>

         Maker shall have the privilege at any time and from time to time of
prepaying this Note, in whole or in part, including any unpaid fees, charges or
other advances provided for in this Note, with thirty (30) days advance written
notice. Any partial prepayment shall be applied to accrued, but unpaid interest
and then to principal, and no partial prepayment shall postpone or interrupt
scheduled payments of principal, ineterst, fees and charges or the installment
of principal or the payment of the remaining principal balance, all of which
shall continue to be due and payable at the time and manner set forth herein.

         Any partial prepayment shall be applied to principal, and no partial
prepayment shall postpone or interrupt scheduled payments of principal,
interest, fees and charges or the installment of principal or the payment of the
remaining principal balance, all of which shall continue to be due and payable
at the time and in the manner set forth herein.

         Maker agrees that in the event any payment set forth above shall be
overdue for a period in excess of fourteen (14) days, Maker shall pay to Payees
a late charge of ten percent (10.0%) of the quarterly payment amount, in
addition to any other sums due hereunder. The imposition of any late charge
shall not be construed to obligate Payees to accept any overdue installment nor
to limit Payees' rights and remedies for Maker's default as hereinafter set
forth. Payees may deduct the late charge from any payment made.

         Payees shall have the right to apply any installment to principal,
interest, late fees, other charges due hereunder or any amount due under the
Mortgage at Payees' sole discretion.

SECTION 3.        CONVERSION

         3.1 Term of Conversion. Subject to the provisions of this Section 3, at
any time prior to the maturity or prepayment of the Note, Payees may convert all
(but not less than all) of the then outstanding principal balance and accrued
interest under the Note into fully paid and non-assessable shares of Common
Stock ("Conversion Shares"). The number of Conversion Shares issuable upon
conversion of the Note shall be determined by dividing (i) the sum of the
outstanding principal balance and accrued interest on the Note by (ii) the
Conversion Price in effect on the Conversion Date. Maker will deliver a check in
lieu of any fractional share issuable upon conversion.

                  The terms listed below shall have the following meanings for
purposes of this Agreement:

                  (a) "Common Stock" shall mean the common stock, no par value
and $.0001 stated value per share, of Maker.

                  (b) "Conversion Date" shall mean the date Maker receives the
Conversion Notice as described in Section 3.2.

                  (c) "Conversion Price" shall mean the following, each subject
to adjustment as described below in Section 3.5:
<PAGE>

(i)      The principal balance is convertible in full by debt holder into Common
         Stock of EP MedSystems, Inc, (the Company) by dividing the amount
         outstanding by the share price determined as follows:

(ii)     Beginning on the Commencement Date through December 31, 2003, Principal
         is convertible into Common Stock of Company at $2.14 per share.

(iii)    Beginning January 1,2004 through December 31, 2004, Principal is
         convertible into Common Stock of Company at $2.50 per share.

(iv)     Beginning January 1, 2005 through the Maturity Date, Principal is
         convertible into Common Stock of Company at $3.00 per share.



         3.2 Conversion Procedure. To convert the Note hereunder, Payees must
(i) notify the Maker in writing of its intent to convert the note in full
("Conversion Notice"), (ii) surrender the Note to Maker marked "Cancelled",
(iii) furnish appropriate endorsements and transfer documents, if required by
Maker, and (iv) pay any transfer or similar tax, if required.

         3.3 Delivery of Stock Certificates. As soon as practicable on or after
the Conversion Date, Maker shall deliver to Payees a certificate for the number
of full shares of Common Stock issuable upon the conversion of the Note.

         3.4 Restrictions on Transferability. Payee acknowledges that the Common
Stock issued upon conversion of the Note may be resold, assigned, pledged or
otherwise transferred only pursuant to an exemption from registration in
accordance with Rule 144 (if available) under the Securities Act of 1933, as
amended ("1933 Act"), or as otherwise may be available under applicable federal
and state securities laws in the opinion of counsel for Maker or pursuant to an
effective registration statement under the 1933 Act with respect to such shares
and in accordance with any applicable securities laws of any state or other
jurisdiction of the United States. A legend to this effect will be placed on
each certificate representing the Conversion Shares and any other securities
issued in respect of the Conversion Shares. However, so long as the payee and
Winstrom hold collectively, at least 50,000 shares of the Conversion Shares
(with respect to Winstrom, as that term is defined as in the Winstrom Note,
Payee or Winstrom may make written demand for Maker, at its, costs, to register
such shares, under Form S-3 or similar filing with the Securities and Exchange
Commission. Maker shall use its commercially reasonable efforts to register on
one such registration statement for Payee and Winstrom no less than 50,000
shares of Conversion Shares within 60 days of demand by either of them, provided
Maker may delaysuch registration (or suspend such registration) if Maker in its
reasonable opinion may be required to prematurely disclose material nonpublic
information concerning Maker. Maker may satisfy the foregoing registration
obligation, if within 60 day period, maker registers such shares, on another
registration statement involving a primary or secondary offering of
Maker'ssecurities. The obligation to register such shares shall cease four years
from the date hereof. Payee and Winstrom will cooperate with Maker in the
registration of such shares includingfurnishing information as may be required.
<PAGE>

         3.5 Dilution. The Conversion Price with respect to the Conversion
Shares shall be subject to adjustment from time to time as follows:

                           (a) On any recapitalization through the subdivision
or combination of the
outstanding Common Stock into a greater or smaller number of shares for no
consideration, the Conversion Price shall be appropriately decreased or
increased to reflect such recapitalization.

                           (b) On any stock dividend or other distribution
payable in Common Stock, or in
securities convertible into or exchangeable for Common Stock, the Conversion
Price shall be appropriately decreased.

                           (c) No adjustment in the Conversion Price shall be
required in the case of the
issuance or granting by Maker of Common Stock or other equity securities of
Maker for fair value for any valid corporate purpose including, but not limited
to, financing, capital, employee or officer incentive programs, or conversion of
warrants or other equity securities of Maker outstanding as of the date hereof
or as may be hereafter issued.

                           (d) In case of any reclassification of the Common
Stock (other than a subdivision
or combination referred to in Subsection (a) above), or in case of any
consolidation of Maker with, or merger of Maker into, another corporation (other
than a consolidation or merger in which Maker is the continuing corporation and
which does not result in a reclassification or exchange of the Common Stock), or
in case of any sale or conveyance to another corporation of the property of
Maker as an entirety or substantially as an entirety, Payees shall thereafter
have the right to convert the Note into the kind and amount of shares of stock
and other securities and property receivable upon such consolidation, merger,
sale or conveyance by a holder of the number of shares of Common Stock into
which the Note might have been converted immediately prior to such
consolidation, merger, sale or conveyance. The provisions of this Subsection (d)
shall similarly apply to succeeding reclassifications, consolidations, mergers,
sales or conveyances.

         3.6 Owner of Conversion Shares. Maker may deem and treat the persons in
whose name the Conversion Shares are registered as the absolute owner thereof
for all purposes whatsoever, and Maker shall not be affected by any notice to
the contrary.

         3.7 No Rights as a Shareholder. Payees shall not have any rights of
ownership in the Common Stock, such as the right to vote or receive dividends,
prior to conversion of the Note and receipt of the Conversion Shares.
<PAGE>

SECTION 4.  SECURITY
            --------

         This Note is secured by the following security documents("Security
Document"):

         1. A first mortgage (the "Mortgage") from Maker to Payees, dated of
even date herewith, covering certain premises know as Units D-1, D-2, D-3, D-4,
D-5 and D-6 in the Cooper Run Executive Park located at 575 Route 73 North, West
Berlin, New Jersey (the "Mortgaged Property").

         All of the agreements, conditions, covenants, provisions and
stipulations contained in the Security Document are hereby made a part of this
Note to the same extent and with the same force and effect as if they were fully
set forth herein, and Maker covenants and agrees to keep and perform them, or
cause them to be kept and performed, strictly in accordance with its terms.

SECTION 5.  DEFAULT
            -------

         If (I) Maker shall fail to pay any sum within 15 days of the date when
due hereunder; and such failure continues for 15 days following written notice
of nonpayment to maker;provided,(ii) Maker shall fail to perform any other
obligation hereunder on its due date and its failure continues period of 30 days
following the date Payee has delivered written notice of such failure to Maker;
(iii) Maker shall fail to perform any obligation under any of the Security
Documents after giving effect to any applicable cure periods contained in such
Security Document; or (iv) an Eveny of Default shall have occurred under the
Varrichio Noet regarless of whether Varrichio has accelerated the unpaid
principal balance under the Varichio Note. (any such default being hereinafter
being called an :Event of Default"), the the entire unpaid principal on this
Note together with interest accrued thereon and wit all other sums due or owed
by Maker hereunder (including any unpaid fees) and under the terms of the
Security Documents, shall, at the option of Payee and without notice to maker,
become due and payable immediately with interest at the rate equal to the lower
of 15% per annum or the highest interest rate permiited by law, togetherwith
reasonable attorney's fees fro collection and payment and the same may be
enforced and recovered by entry of judgement on this Note and the issuance and
execution thereon.
         Maker (and all endorsers, sureties, and mortgagors) hereby waives all
benefit that might accrue to Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under
execution, providing for any stay of execution, exemption from civil process or
extension of time, and agrees that such property may be sold to satisfy any
judgment entered on this Note or the Security Documents, in whole or in part,
and in any order as may be desired by Payees.

         Maker (and all endorsers, and sureties, if any) waives presentment for
payment, demand, notice of demand, notice of nonpayment or dishonor, protest and
notice of protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default or enforcement of the payment of this
Note.
<PAGE>

SECTION 6.  MISCELLANEOUS
            -------------

         Payees shall not be deemed by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by Payees, and then only to the extent specifically set forth
in the writing. A waiver as to one event shall not be construed as continuing or
as a bar to or waiver of any right or remedy as to a subsequent event.

         Maker shall pay the cost of any revenue, tax or other stamps now or
hereafter required by law at any time to be affixed to this Note and/or the
Security Documents; and if any taxes be imposed with respect to debts secured by
this Note and/or the Security Documents, Maker agrees to pay or to reimburse
Payees upon demand the amount of such taxes and if Maker fails or refuses or is
not legally permitted to do so, Payees may at their option accelerate this Note
to maturity as in the case of an Event of Default by Maker. Nothing in this
Paragraph shall be deemed to require Maker to pay income taxes payable by the
Payees.

         Maker represents amd warrants that this Note and the Security Document
have duly approved by all necessary corporate action and that the person
executing this Note on behalf of the Maker represents that such person has the
authority to do so.

         IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY,
MAKER HEREBY IRREVEOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE
OR FEDERAL COURT LOCATED IN ANY COUNTY IN THE STATE OF NEW JERSEY WHERE PAYEES
MAINTAIN AN OFFICE AND AGREES NOT TO RAISE ANY OBJECTION OT SUCH JURISDICTION OR
TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY,
MAKER AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED
UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO
MAKER.

         MAKER HEREBY WAIVES, AND PAYEES BY THEIR ACCEPTANCE HEREOF THEREBY
WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING
OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY, THIS
PROVISION IS A MATERIAL INDUCEMENT FOR PAYEES TO ENTER INTO ACCEPT OR RELY UPON
THIS NOTE.

         This instrument shall be construed according to and governed by the
laws of the State of New Jersey, except to the extent that those laws may be
preempted by the laws of the United States of America, and any judgment entered
hereon should be given full faith and credit in any state in which Payees may
seek to enforce such judgment, including without limitation, the State of New
Jersey.
<PAGE>

         If any term or provision of this Note or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Note, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Note shall be valid and be enforced to the fullest extent permitted by law.

SECTION 7.  NOTICES
            -------

         All notices required to be given hereunder shall be effectively given
only if in writing and either hand-delivered, sent via overnight delivery by a
recognized national courier, or sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the party entitled to
receive the same at the address specified below or at such other address as may
be directed, by proper notice, by such party. All notices delivered by hand or
overnight delivery shall be deemed given and received when physically delivered
to an agent of the recipient at the address location, and all notices by mail
shall be deemed given and received on the second (2nd) mail delivery date after
such mailing. Any notice may be given on behalf of a party by its legal counsel.

                           If to Maker:              EP MedSystems, Inc.
                                                     Attn: President
                                                     Cooper Run Executive Part
                                                     575 Route 73 North
                                                     West Berlin, NJ  08091

                           If to Payees:             Anthony Varrichio
                                                     5600 Tanner Trail
                                                     Plano, Texas 75093

<PAGE>



         IN WITNESS WHEREOF, Maker has duly executed this Note under seal the
date and year first above written.



ATTEST:                                     MAKER:

                                            EP MEDSYSTEMS, INC.,
                                            a New Jersey corporation


By:___________________________              By:________________________________
Name:                                                Name:
Title:                                               Title:


By:___________________________
Name:
Title:
<PAGE>


                         MORTGAGE AND SECURITY AGREEMENT

                  THIS MORTGAGE AND SECURITY AGREEMENT is dated as of the 21st
day of November, 2002 (the "Mortgage") by and between EP MEDSYSTEMS, Inc., a New
Jersey corporation, with an address of Units D-1, D-2, D-3, D-4, D-5 and D-6,
Cooper Run Executive Park, 575 Route 73 North, West Berlin, New Jersey 08091
(the "Mortgagor"); and Anthony Varrichio, residing at 5600 Tanner Trail Plano,
Texas 75093 and William Winstrom residing at 2 Cliffside Way Andover, NJ
07821(the "Mortgagees").

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, EP MEDSYSTEMS, INC., a New Jersey corporation
("Borrower"), has executed and delivered to Mortgagees its Mortgage Notes (the
"Note") each in the aggregate principal principal sum of THREE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($375,000) both of which dated even date herewith,
wherein it promises to pay to Mortgagees the aggregate principal sum of SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) (the "Loan"), lawful money of the
United States of America, with interest thereon at rates and times, in the
manner and according to the terms and conditions specified in the Note, all of
which are incorporated herein by reference; and



                 WHEREAS, in order to secure the obligations (collectively, the
 "Obligation"), Mortgagees have requested and Mortgagor has agreed to execute
 and deliver to Mortgagees this Mortgage and Security Agreement ("Mortgage")
 relating to the Mortgaged Property (defined below). The Note and Mortgage are
 hereinafter collectively referred to as the Loan Documents; and

                WHEREAS, the maximum principal amount of indebtedness
 intended to be secured hereby is SEVEN HUNDRED FIFTY THOUSAND DOLLARS
 ($750,000.00).

                NOW, THEREFORE, in order to secure the obligations of Mortgagor
 in consideration of the premises and the further sum of Ten Dollars ($10.00)
 to Mortgagor in hand well and truly paid by Mortgagees at or before the
 ensealing and delivery hereof, the receipt which of is hereby acknowledged,
 Mortgagor has granted, bargained and sold, aliened, enfeoffed, released,
 remised, conveyed, confirmed and mortgaged, and by these presents does grant,
 bargain and sell, alien, enfeoff, release, remise, convey, confirm, and
 mortgage unto Mortgagees and their successors and assigns, those certain
 premises known as Units D-1, D-2, D-3, D-4, D-5 and D-6, located in the Cooper
 Run Executive Park, 575 Route 73 North, West Berlin, Camden County, New
 Jersey, as more particularly described in Exhibit "A" attached hereto and made
 a part hereof (the "Real Estate");

                  TOGETHER with the appurtenances and all the estates and rights
of mortgagor in and to the Real Estate, including without limitation the rents,
fixtures, equipment, reversions, remainders, easements, issues and profits
arising or issuing from the Real Estate and the improvements thereon including,
but not limited to the rents, issues and profits arising or issuing from the
Real Estate and the improvements thereon, including but not limited to the
rents, fixtures, equipment, issues 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 said Real Estate or the
buildings, structures and improvements thereon, all of which insurance policies,
sale agreements, licenses, options, leases, subleases, rents, issues and profits
are hereby assigned and shall be caused to be assigned to Mortgagees by
Mortgagor. Mortgagor will execute and deliver to Mortgagees on demand such
assignments as Mortgagees may require to implement this assignment;

                  TOGETHER with all the right, title and interest of Mortgagor
in and to all streets, roads and public places, opened or proposed, adjoining
the Real Estate, and all easements and rights of way, public or private, now or
hereafter created or used in connection therewith;

                  TOGETHER with all the right, title and interest of Mortgagor,
now owned or hereafter acquired, in and to any and all sidewalks and alleys
adjacent to the Real Estate;

                  TOGETHER with all buildings and improvements of every kind and
description now or hereafter erected or placed on the Real Estate;

                  TOGETHER with all of Mortgagor's right, title and interest now
owned or hereafter acquired in and to all heating, plumbing, sprinkler, water,
gas, electric power, lighting and air conditioning equipment, elevators,
fixtures, building materials of any kind or nature, together with all
replacements thereof and additions thereto, now, or at any time hereafter,
affixed or attached to said Real Estate, buildings, structures and improvements
(hereinafter collectively called "Personal Property"), all of which Mortgagor
represents and warrants are and will be owned by Mortgagor free from any prior
conditional sales, chattel mortgages, security interests, liens, pledges,
hypothecations, charges or encumbrances and is intended to be subject to the
lien of this Mortgage as if part of the realty.

                  TOGETHER with all accounts, contract rights, accounts
receivable, agreements of sale, and claims of any sort relating to or arising
out of the Real Estate whether now owned or hereafter acquired;

                  TOGETHER with all awards, damages, payments and other
compensation, and claims therefor and rights thereto, which may result from a
taking or injury by virtue of the exercise of the power of eminent domain of or
to, or from any damage, injury or destruction by casualty or otherwise caused
to, the Real Estate and said improvements and personality, or any part thereof,
including insurance proceeds, or from any change of grade or vacation of any
street abutting thereon, all of which are hereby assigned to the Mortgagees to
the fullest extent permitted by law, the Mortgagees being hereby irrevocably
appointed attorney-in-fact for the Mortgagor to collect and receive any such
awards, damages, payments and compensation from the authorities or insurers
making the same, and to give receipts and acquittances therefor, and to
institute, appear in and prosecute any proceeding therefor, it being agreed that
all sums collected by or paid to the Mortgagees pursuant to this assignment, net
of any cost incurred by the Mortgagees in collecting the same (including
attorneys' fees), shall be applied to the payment of the Obligation whether or
not then due and payable, or to the restoration of the Mortgaged Property
(hereafter defined) as the Mortgagees shall elect, unless otherwise set forth
herein; and

                  TOGETHER with any and all proceeds (including insurance and
condemnation proceeds and proceeds of other proceeds) of any of the foregoing.

                  All of the property and rights hereinabove described or
mentioned being hereinafter collectively called the "Mortgaged Property".

                  TO HAVE AND TO HOLD the Mortgaged Property unto the
Mortgagees, their successors and assigns,
forever;

                  AND, at all times until the Obligation is satisfied in full
and the terms thereof satisfied and faithfully and strictly performed, the
Mortgagor does hereby covenant, promise and agree with the Mortgagees as
follows:

                                    ARTICLE I

                      Covenants As To Taxes and Assessments

                  1.1 The Mortgagor will pay and discharge (i) all the taxes,
general and special, levies and assessments heretofore or hereafter charged,
assessed or levied against the Mortgaged Property or any part thereof by any
lawful authority, or which otherwise may become a lien thereon (all of which are
herein collectively called the "Taxes"); and (ii) all water and sewer rents
which may be assessed or become liens on the Mortgaged Property. In default of
any of the above-described payments, the Mortgagees may, but shall not be
obligated to, pay the same, and such payment by the Mortgagees shall be repaid
by the Mortgagor to the Mortgagees on demand, shall be secured hereby, and shall
bear interest at the lesser of the following rates: (a) 0.30% percent per annum
(30 basis points) greater than the rate extant on the Note, or (b) the maximum
amount permitted by applicable law to be contracted for, charged or received
(herein the "Default Rate") from the date the Mortgagees make such payment until
such sums are repaid in full.

                                   ARTICLE II

               General Representations and Covenants of Mortgagor

                  2.1 Mortgagor will observe and perform all of the terms,
covenants and conditions on the part of Mortgagor to be observed and performed
under this Mortgage.

                  2.2 Mortgagor warrants and covenants that it has good and
marketable fee simple title to the Mortgaged Property, subject to no
forecloseable liens, claims, security interests, pledges or other encumbrances
or charges. Mortgagor warrants that it has full power and lawful authority to
execute and deliver this Mortgage and to mortgage to the Mortgagees all of the
property and rights purported to be mortgaged by it hereunder. Mortgagor will
forever warrant and defend the title to the Mortgaged Property unto the
Mortgagees against the claims and demands of all persons whomsoever.

                  2.3 Mortgagor will not, without the prior written consent of
Mortgagees, cause or permit any building or improvement comprising part of the
Mortgaged Property to be removed or demolished, in whole or in part, or any
material fixture therein to be removed or destroyed.

                  2.4 Throughout the term of this Mortgage, Mortgagor, at its
sole cost and expense, will take good care of the Mortgaged Property and will
keep the same in good order and condition, and make all necessary repairs
thereto, interior and exterior (including parking areas), structural and
non-structural, ordinary and extraordinary, and unforeseen and foreseen. All
repairs made by the Mortgagor shall be equal in quality and class to the
original work. The necessity for and adequacy of repairs to the buildings and
improvements pursuant to this Mortgage shall be measured by the standard which
is appropriate for structures of similar construction and class, provided that
Mortgagor shall in any event make all repairs necessary to avoid any structural
damage or injury to the buildings and improvements to keep the buildings and
improvements in a proper condition.

                  2.5 Mortgagor will permit Mortgagees and Mortgagees'
representatives to enter the Mortgaged Property at reasonable times on prior
notice and during regular business hours to inspect the same. In case of any
Event of Default, as defined hereinafter, Mortgagees may, at their option, enter
the Mortgaged Property to protect, restore or repair any part thereof, but
Mortgagees shall be under no obligation to do so. Mortgagor will repay to
Mortgagees on demand any sums paid by Mortgagees to protect, restore or repair
any part of the Mortgaged Property, with interest thereon at the Default Rate,
and, until so paid, the same shall be secured by this Mortgage.

                  2.6 Throughout the term of this Mortgage, Mortgagor, at its
sole cost and expense, shall promptly comply with all present and future laws,
ordinances, orders, rules, regulations and requirements of all federal, state
and municipal governments, courts, departments, commissions, boards and
officers, any national or local Board of Fire Underwriters, or any other body
exercising functions similar to those of any of the foregoing, which may be
applicable to the Mortgaged Property, the maintenance and use thereof and the
sidewalks and curbs adjoining the Mortgaged Property. Mortgagor will comply with
all orders and notices of violation thereof issued by any governmental
authority. Mortgagor will pay all license fees and similar municipal charges for
the use of the Mortgaged Property and the other areas now or hereafter
comprising part thereof or used in connection therewith and will not, unless so
required by any governmental agency having jurisdiction, discontinue use of the
Mortgaged Property without prior written consent of the Mortgagees. If Mortgagor
shall fail to perform any covenant herein, Mortgagees may (but shall be under no
obligation to) perform such covenant for the account of Mortgagor and any sums
paid by Mortgagees in such event shall be repaid by Mortgagor to Mortgagees with
interest thereon at the Default Rate hereof and, until so paid, the same shall
be secured by this Mortgage.

                  2.7 Mortgagor shall not, without the prior written consent of
either of the Mortgagees which consent shall not be unreasonably withheld, by
deed, mortgage, pledge, lease, easement or other instrument grant, mortgage,
pledge, convey, assign, devise or otherwise transfer all or any part of the
Mortgaged Property or any interest therein, directly or indirectly, nor shall
Mortgagor suffer or permit such conveyance, assignment or transfer by execution
sale.

                  2.8 Mortgagor will promptly perform and observe, or cause to
be performed or observed, all of the terms, covenants and conditions of all
instruments of record affecting the Mortgaged Property, noncompliance with which
may materially affect the security of this Mortgage, and the 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.

                                   ARTICLE III

             Environmental Matters, Representations and Warranties.

                  3.1      Mortgagor shall comply in all material respects with
 all Applicable Environmental Laws (defined below).

                  Definitions. As set forth herein, "Applicable Environmental
Laws" shall mean any and all existing or future federal, state and local
statutes, ordinances, regulations, rules, executive orders, standards and
requirements, including the requirements imposed by common law, concerning or
relating to industrial hygiene and the protection of health and the environment
including, without limitation: (i) the Comprehensive Environmental Response,
Compensation and Liability act of 1980, as amended, 42 U.S.C. 9601 et seq.
("CERCLA"); (ii) the Resource Conservation and Recovery Act of 1976, as amended,
42 U.S.C. 6901 et. seq. ("RCRA"); (iii) the Clean Air Act, as amended, 42 U.S.C.
7901 et seq.; (iv) the Clean Water Act, as amended, 33 U.S.C. 1251 et seq.; (v)
the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801 et seq.;
(vi) the New Jersey Industrial Site Recovery Act, formerly known as the
Environmental Cleanup Responsibility Act, as amended, N.J.S.A. 13:1K-6 et seq.
("ISRA"); (vii) the New Jersey Spill Compensation and Control Act, as amended,
N.J.S.A. 58:10-23.11b et seq. ("Spill Act"); (viii) the New Jersey Underground
Storage of Hazardous Substances Act, as amended, N.J.S.A. 58:10A-21 et seq.; and
(ix) the New Jersey Water Pollution Control Act, as amended, N.J.S.A. 58:10A-1
et seq. Any terms mentioned herein which are defined in any Applicable
Environmental Law shall have the meanings ascribed to such terms in said laws;
provide, however, that if any of such laws are amended so as to broaden any term
defined therein, such broader meaning shall apply subsequent to the effective
date of such amendment. For the purposes of this Mortgage, the term "Hazardous
Materials" shall include, but shall not be limited to, petroleum fuel products,
any petroleum or petroleum byproducts, PCBs, asbestos, friable asbestos or
asbestos-containing material, transformers or other equipment which contain
dielectric fluid containing levels of polychlorinated biphenyls in excess of 50
parts per million, any flammable explosives, radioactive materials, any
"Hazardous Substance", as such term is defined in 42 U.S.C. Section 9601(14)
(herein, "Hazardous Substance"), any "Hazardous Waste", as such term is defined
in 42 U.S.C. Section 6903 (5) (herein, "Hazardous Waste"), or any other
material, substance, pollutant or contaminant that is considered hazardous,
radioactive or toxic under any applicable federal, state or local statues,
ordinances, rules or regulations now or at any time hereafter in effect.

                  3.2 Mortgagor has not caused or permitted to exist and shall
not cause or permit to exist, as a result of any intentional or unintentional
action or omission on its part, or any tenant's part, any releasing, spilling,
leaking, pumping, emitting or dumping from, on or about the Mortgaged Property
of any Hazardous Materials. Mortgagor will promptly cause the removal and
remediation of any Hazardous Materials which may hereafter be found on the
Mortgaged Property

                  3.3 Mortgagor shall use all ist best efforts to complete all
remediation which may be required by any communication from any federal, state,
county, municipal or other administrative, investigative, prosecutorial or
enforcement agency or environmental or occupational safety regulatory agency
("Environmental Regulator") and to obtain from all such Environmental Regulators
having jurisdiction thereof any approvals and certifications as can be obtained
from such agencies from time to time to confirm Mortgagor's completion of all
remediation and Mortgagor's compliance with all governmental requirements
applicable thereto.

                  3.4 In the event of failure of Mortgagor to comply with any
provision of this Mortgage or any other Loan Document relating to Hazardous
Substances, Applicable Environmental Laws or Environmental Regulators, or if
Mortgagees shall have reason to believe that any Hazardous Substance has been or
is likely to be released on, in or under the Mortgaged Property (except in
compliance with all Applicable Environmental Laws), Mortgagees may do any or all
of the following: (i) Mortgagees shall have the right to investigate, or to
demand that Mortgagor investigate and report to Mortgagees on (in which case
Mortgagor shall investigate and report to Mortgagees on) the result of the
investigation of such location, and if Mortgagees request, provide this
investigation through an independent reputable environmental consulting or
engineering firm reasonably acceptable to both Parties; (ii) without obligation
to do so, to cure such default or to comply or cause compliance, or to demand
that Mortgagor cure such default or comply or cause compliance, with any or all
Environmental Laws. All of the foregoing shall be at the expense of Mortgagor,
and any expense incurred by Mortgagees in connection with any of the foregoing
(including without limitation its expenses relating to attorney's fees and any
environmental consultants or engineers) shall be an additional obligation of
Mortgagor.


                  3.5 The Mortgagor represents and warrants that on the date
hereof, the fair market value of the the Mortgaged Property is not less than
$750,000.

                  3.6 This Mortgage and Loan Documents have been duly approved
by all necessary corporate actionon the part of the Mortgagor and the Mortgagor
shall deliver a certified copy of the resolutions authorizing the transactions
contemplated by the Loan Documents to Mortgagees.



                                   ARTICLE IV

                        Insurance, Damage or Destruction

                  4.1 The Mortgagor will insure itself and the Mortgaged
Property against such perils and to such limits as the Mortgagees shall
reasonably require for the full replacement value of the Mortgaged Property. All
such insurance shall be in such forms and with such companies, and written in
such amounts and with such deductibles and endorsements, as may be reasonably
satisfactory to the Mortgagees from time to time, and losses thereunder shall be
payable to the Mortgagees under a standard form of mortgagee endorsement and
shall require that the insurer provide Mortgagees with thirty (30) days notice
in the event of cancellation alteration, amendment, reduction incoverage or any
other change to such policy. Within 15 days of the date hereof, Mortgagor shall
deliver a certificate of insurance reflecting the foregoing Mortgagee.

                  4.2 Mortgagor will promptly notify the Mortgagees of any
material loss thereunder, and the Mortgagees may, after notice of its intention
to do so to Mortgagor, make proof of loss thereof if not made within a
reasonable time by Mortgagor. After an Event of Default, Mortgagees may, after
notice of their intention to do so to Mortgagor, on behalf of Mortgagor, adjust
and compromise any claims under such insurance and collect and receive the
proceeds thereof and endorse drafts and Mortgagees are hereby irrevocably
appointed attorney-in-fact of Mortgagor for such purposes. Mortgagees may deduct
from such proceeds any expenses properly incurred by Mortgagees in collecting
same, including reasonable counsel fees. Mortgagees shall hold such proceeds for
the purposes set forth in Article VI of this Mortgage.

                                    ARTICLE V

                                  Condemnation

                  5.1 The Mortgagor promptly upon obtaining knowledge of the
institution of any proceedings for the condemnation of a material portion of the
Mortgaged Property or any part thereof shall notify the Mortgagees of the
pendency of such proceedings. After an Event of Default, the Mortgagees may,
after notice of their intention to do so to Mortgagor, appear and prosecute such
proceedings, pursuant to the appointment and assignment given herein by the
Mortgagor to the Mortgagees; provided, however, that Mortgagor shall have no
right or authority to execute any instrument of conveyance or confirmation in
favor of the condemnor except subject hereto, nor to accept any payment or
settle or compromise any claim of the Mortgagor arising out of such condemnation
proceedings without the consent of either of the Mortgagees. The Mortgagees'
election not to appear in or prosecute such proceedings shall not diminish any
right the Mortgagees may have to receive any amount paid in connection with such
condemnation and to apply such funds as herein provided.

                                   ARTICLE VI

              Distribution Upon Damage, Destruction or Condemnation

                  6.1 After an Event of Default, in the event the whole or
substantially all of the Mortgaged Property shall be destroyed or damaged,
Mortgagees shall have the right to collect the proceeds of any insurance and to
retain and apply such proceeds, to the restoration, repair, replacement,
rebuilding or alteration (herein sometimes collectively called the
"Restoration") of the Mortgaged Property. After an Event of Default, in the
event the whole or substantially all of the Mortgaged Property shall be taken in
condemnation proceedings or by agreement between Mortgagor and Mortgagees and
the condemning authority, Mortgagees shall apply such award or proceeds thereof
first to satisfaction of the Obligation, and any balance then remaining shall be
paid to the Mortgagor. For the purposes of this Article VI, "substantially all
of the Mortgaged Property" shall be deemed to have been damaged, destroyed or
taken if the portion of the Mortgaged Property not so damaged, destroyed or
taken cannot be repaired or reconstructed so as to constitute a complete
structure and facility usable in substantially the manner as prior to the
damage, destruction or taking.

                  6.2 So long as no Event of Default has occurred, in the event
of partial destruction or partial condemnation, all of the proceeds or awards
shall be collected and held by Mortgagor, and shall be applied by Mortgagor to
the payment of the Restoration.

                  6.3 No damage, destruction or condemnation of the Mortgaged
Property nor any application of insurance or condemnation proceeds to the
payment of the Obligation shall postpone or reduce the amount of any of the
current installments of principal or interest becoming due under the Note which
shall continue to be made in accordance with the terms of the Note until the
Note and all interest due thereunder are paid in full.

                                   ARTICLE VII

                         Events of Default and Remedies

                  7.1      Each of the following shall constitute an "Event of
 Default" under this Mortgage:

                  (a) Failure of Borrower to make any payment required to be
made by it hereunder or under the Notes within 15 days of the due date; and such
failure continues for 15 days following written notic of nonpayment to Borrower
at or

                  (b) Failure of Mortgagor to make any payment of Taxes required
to be made by it within 30 days of the due date with respect to the Mortgaged
Property; or

                  (c) Appointment of a custodian, receiver, liquidator or
trustee of Mortgagor or of any of the property of Mortgagor; insolvency of
Mortgagor; the filing by or against Mortgagor of any petition for the
bankruptcy, reorganization or arrangement of Mortgagor pursuant to the Federal
Bankruptcy Code or any similar federal or state statute and, in the case of any
such petition filed against Mortgagor, such petition is not dismissed within
ninety (90) days; or the institution of any proceeding for the dissolution or
liquidation of Mortgagor or any assignment for the benefit of creditors made by
Mortgagor; or

                  (d) Any written notice, communication or representation by
Borrower refuting its obligation, or admitting its inability, to pay interest
and/or principal under the Note.

                  (e) Any failure by Borrower to perform any of its obligations
hereunder or under any of the Loan Documents which failure continues for thirty
(30) days following written notice of such failure

                  (f) If any representation, warranty, certificatio, or other
information made or furnished hereunder or at any time by Mortgagor to
Mortgagees in connection with the Loan Documents shall eb false or misleading in
any material repsect; or (g) the actual or threatened demolition or removal (or
commencement of demolition or removal ) of any of the Mortgaged Property;
provided, howeverm, that any such threatened demolition shall not constitute an
Event of Default hereunder if Mortgagor shall within ten (10) ten days of the
making of such threat obtain an order of any court of competent jurisdiction
staying any such demolition or removal and shall thereafter proceed diligently
to remove such threat; or

                  (h) Any lien (including without limitation, mechanics lien) or
other encumbrances whall be filed with repect to the Mortgaged Property shall
not be discharged by payment or bonding or otherwise within thirty (30) days
after filing.

                  7.2 Upon an Event of Default, interest shall accrue at the
Default Rate and Mortgagees shall have the right, but not the obligation, to
request that Mortgagor deed the Mortgaged Property to Mortgagees within seven
(7) days of such request and Mortgagor shall comply with same. If the Mortgaged
Property is deeded to Mortgagees in accordance with this Paragraph 7.2,
Mortgagor shall arrange for the sale of the Mortgaged Property through a
commercial auction establishment. If any proceeds of such sale remain after
payment of (i) any principal and interest due under the Note; (ii) reasonable
expenses incurred by Mortgagees in connection with the sale and transfer of the
Mortgaged Property, including, without limitation, those costs or expenses
associated with preparation or obtaining of the deed, the sale of the Mortgaged
Property or any legal, real estate, appraisal or auction fees; and (iii) a
default handling fee equal to five percent (5%) of the sale price, then such net
proceeds shall be payable to the Mortgagor.

                  7.3 Upon the failure of Mortgagor to deed over the Mortgaged
Property as set forth in Paragraph 7.2 after the occurrence of an Event of
Default, Mortgagees shall have and may exercise all rights and remedies
permitted by law, including without limitation the right to foreclose this
Mortgage, and proceed thereon to final judgment and execution thereon for the
entire unpaid balance of said Obligation, with interest, at the Default Rate and
pursuant to the methods of calculation specified in the Mortgage Note, together
with all other sums secured by this Mortgage, all cost of suits, interest at the
Default Rate on any judgment obtained by Mortgagees 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 Mortgagees, and reasonable attorney's fees,
without further stay, and law, usable or custom to the contrary notwithstanding.

                  7.4 From and after the occurrence of an Event of Default, the
Mortgagees may proceed to protect and enforce their rights under this Mortgage
by suit for specific performance of any covenant herein contained, or in aid of
the execution of any power herein granted, or for the foreclosure of this
Mortgage and the sale of the Mortgaged Property under the judgment or decree of
a court of competent jurisdiction, or for the enforcement of any other right as
the Mortgagees shall deem most effectual for such purpose.

                  7.5 No failure or delay on the part of the Mortgagees in
exercising any right, power or privilege under this Mortgage, and no course of
dealings between the Mortgagor and the Mortgagees, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. No notice to or demand on
Mortgagor shall entitle Mortgagor to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the right of the
Mortgagees to any other or further action in the same or other circumstances
without notice or demand.

                  7.6 The rights and remedies of Mortgagees expressed or
contained in this Mortgage are cumulative and no one of them shall be deemed to
be exclusive of the others or of any right or remedy Mortgagees may now or
hereafter have at law or in equity. The covenants of this Mortgage shall run
with the land and bind the Mortgagor and, unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, its successors
and assigns and all subsequent owners, encumbrancers, tenants and subtenants of
the Mortgaged Property and shall inure to the benefit of Mortgagees and their
successors and assigns and all subsequent holders of this Mortgage and the
Obligation.

                  7.7 Either of the Mortgagees may in their discretion and at
their prorate portion of their investment from time to time grant to Mortgagor
indulgences, forbearances and extensions of the Obligation, may release, with or
without consideration, any portion of the Mortgaged Property from the lien
hereof, and may accept other and further collateral security for the payment of
and strict and faithful performance of the Obligation, all without otherwise
affecting the lien or priority of this Mortgage, and the release of any portion
of the Mortgaged Property from the lien hereof shall not affect the lien of this
Mortgage with respect to the remainder of the Mortgaged Property.

                  7.8 The Mortgagor hereby waives and relinquishes the benefits
of all present and future laws (i) exempting the Mortgaged Property or any other
property or any part of the proceeds of sale thereof from attachment, levy or
sale on execution; (ii) staying execution or other process; and (iii) requiring
valuation or appraisement of the Mortgaged Property or any other property levied
or sold upon execution under any judgment recovered for the Obligation.

                                  ARTICLE VIII

                            Miscellaneous Provisions

                  8.1 All notices, demands, requests and consents required under
this Mortgage shall be in writing. All such notices, demands, requests and
consents shall be deemed to have been properly given if sent by United States
registered or certified mail, return receipt requested, postage prepaid, if
addressed to either of the Mortgagees at 5600 Tanner Trail Plano, Texas 75093 or
2 Cliffside Way Andover, NJ 07821 and if addressed to Mortgagor at Cooper Run
Executive Park, 575 Route 73 North, West Berlin, New Jersey 08091, Attention:
President, or at such other address or addresses as either party may hereafter
designate in writing to the other. Notices, demands and requests which shall be
served by registered or certified mail, return receipt requested, upon Mortgagor
or Mortgagees, in the manner aforesaid, shall be deemed sufficiently served or
given for all purposes hereunder two (2) days after the time such notice, demand
or request shall be mailed by United States registered or certified mail, return
receipt requested, postage prepaid, in any Post Office or Branch Post Office
regularly maintained by the United States Government.

                  8.2 If Mortgagor complies with the provisions of this Mortgage
and Borrower pays to Mortgagees all sums secured by the Loan Documents in
accordance with the terms of and at the times provided thereof, without
deduction, fraud or delay, then this Mortgage and the estate and security
interest hereby granted and created shall then cease, terminate and become void,
and Mortgagees shall execute and deliver such mortgage satisfactions and other
documents as Mortgagor may reasonably request to evidence the same.

                  8.3 Mortgagor shall promptly cause this Mortgage to be duly
recorded in the Office for the Recording of Deeds and Mortgages in and for
Camden County, New Jersey and shall pay all recording fees and other costs
incurred in connection therewith.

                  8.4      All amendments and modifications of this Mortgage
must be in writing.

                  8.5 If any term or provision of this Mortgage or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Mortgage, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Mortgage shall be valid and be enforced to the
fullest extent permitted by law.

                  8.6 This Mortgage is granted in connection with a commercial
loan transaction and is not a residential mortgage.

                  8.7 This Mortgage and all terms, covenants and conditions
hereof shall inure to the benefit of and bind the parties hereto, their
successors and assigns, to the extent assignments are permitted herein.

                  8.8 The interest accrues on the principal sum evidenced by the
Note at a fixed rate in accordance with the terms of the Note.

                  8.9      MORTGAGOR HAS RECEIVED A FULLY EXECUTED COPY OF THIS
MORTGAGE WITHOUT CHARGE.

                  8.10     Waiver of Jury Trial.  MORTGAGOR AND MORTGAGEES
 IRREVOCABLY, AS AN INDEPENDENT COVENANT, WAIVE JURY TRIAL AND THE RIGHT
 THERETO IN ANY ACTION OR PROCEEDING BETWEEN MORTGAGOR AND MORTGAGEES,WHETHER
 HEREUNDER OR OTHERWISE.
<PAGE>

                  IN WITNESS WHEREOF, the Mortgagor has executed and delivered
this Mortgage on the day and year first above written.



ATTEST:                                     MORTGAGOR:

                                           EP MEDSYSTEMS, Inc.,
                                           a New Jersey corporation


By:___________________________              By:________________________________
Name:                                                Name:
Title:                                               Title:




The address of the Mortgagee is:



--------------------------
On behalf of Mortgagee



By:___________________________
Name:
Title:



The address of the Mortgagee is:



--------------------------
On behalf of Mortgagee







<PAGE>



STATE OF NEW JERSEY                         :
                                                     :        ss.
COUNTY OF                                            :


                  On this the day of November, 2002 , before me, the undersigned
officer, personally appeared ______________________, acknowledged
himself/herself to the ____________ of, a New Jersey corporation, and that as
such officer, being authorized to do so, executed the foregoing instrument for
the uses and purposes therein contained by signing his/her name as such officer
and that he/she received a true and correct copy of such instrument and of all
other documents referred to therein.

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


                                       -----------------------------------
                                                     Notary Public


                                                     My Commission Expires:





<PAGE>
                                   EXHIBIT "A"

Property The Property consists of condominium units located in the Township of
Berlin, County of Camden and State of New Jersey, commonly known as Cooper Run
Executive Park, 575 Route 73 North Units D-1, D-2, D-3, D-4, D-5, D-6, West
Berlin, New Jersey 08091. The legal description of the Property is:

Tract No. 1 Unit D-1
         All that certain lot, piece or parcel of land with the buildings and
improvements thereon erected, situate, lying and being in the TOWNSHIP OF
BERLIN, COUNTY OF CAMDEN, STATE OF NEW JERSEY, and other appurtenances thereto,
in fee simple, subject to the provisions of the state of New Jersey Condominium
Act (R.S.46B-1, et. Seq.) as amended and to the provisions of that certain
Master Deed of Cooper Run Executive Park Condominium, a condominium, dated
2/1/89, recorded in the Officer of the Register of Deeds of Camden County on
2/28/89, in Deed Book 4355 page 183 which real property is more particularly
described as UNIT NO. D-1 of said Condominium, together with other appurtenances
to said Unit, which Unit and appurtenances have been more specifically defined
in the Master Deed, which is comprised of premises known as Block 1002 Lot 6 on
the Tax Map of Berlin Township, New Jersey, and including an undivided 4.166%
fee interest in the general common elements of said Condominium appurtenant to
said Unit, which unit and appurtenant general common elements have been more
specifically defined in the Master Deed and depicted on certain exhibits
thereto.

Tract No. 2 Unit D-2
         All that certain lot, piece or parcel of land with the buildings and
improvements thereon erected, situate, lying and being in the TOWNSHIP OF
BERLIN, COUNTY OF CAMDEN, STATE OF NEW JERSEY, and other appurtenances thereto,
in fee simple, subject to the provisions of the state of New Jersey Condominium
Act (R.S.46B-1, et. Seq.) as amended and to the provisions of that certain
Master Deed of Cooper Run Executive Park Condominium, a condominium, dated
2/1/89, recorded in the Officer of the Register of Deeds of Camden County on
2/28/89, in Deed Book 4355 page 183 which real property is more particularly
described as UNIT NO. D-2 of said Condominium, together with other appurtenances
to said Unit, which Unit and appurtenances have been more specifically defined
in the Master Deed, which is comprised of premises known as Block 1002 Lot 6 on
the Tax Map of Berlin Township, New Jersey, and including an undivided 4.166%
fee interest in the general common elements of said Condominium appurtenant to
said Unit, which unit and appurtenant general common elements have been more
specifically defined in the Master Deed and depicted on certain exhibits
thereto.

Tract No. 3 Unit D-3
         All that certain lot, piece or parcel of land with the buildings and
improvements thereon erected, situate, lying and being in the TOWNSHIP OF
BERLIN, COUNTY OF CAMDEN, STATE OF NEW JERSEY, and other appurtenances thereto,
in fee simple, subject to the provisions of the state of New Jersey Condominium
Act (R.S.46B-1, et. Seq.) as amended and to the provisions of that certain
Master Deed of Cooper Run Executive Park Condominium, a condominium, dated
2/1/89, recorded in the Officer of the Register of Deeds of Camden County on
2/28/89, in Deed Book 4355 page 183 which real property is more particularly
described as UNIT NO. D-3 of said Condominium, together with other appurtenances
to said Unit, which Unit and appurtenances have been more specifically defined
in the Master Deed, which is comprised of premises known as Block 1002 Lot 6 on
the Tax Map of Berlin Township, New Jersey, and including an undivided 4.166%
fee interest in the general common elements of said Condominium appurtenant to
said Unit, which unit and appurtenant general common elements have been more
specifically defined in the Master Deed and depicted on certain exhibits
thereto.

Tract No. 4 Unit D-4
         All that certain lot, piece or parcel of land with the buildings and
improvements thereon erected, situate, lying and being in the TOWNSHIP OF
BERLIN, COUNTY OF CAMDEN, STATE OF NEW JERSEY, and other appurtenances thereto,
in fee simple, subject to the provisions of the state of New Jersey Condominium
Act (R.S.46B-1, et. Seq.) as amended and to the provisions of that certain
Master Deed of Cooper Run Executive Park Condominium, a condominium, dated
2/1/89, recorded in the Officer of the Register of Deeds of Camden County on
2/28/89, in Deed Book 4355 page 183 which real property is more particularly
described as UNIT NO. D-4 of said Condominium, together with other appurtenances
to said Unit, which Unit and appurtenances have been more specifically defined
in the Master Deed, which is comprised of premises known as Block 1002 Lot 6 on
the Tax Map of Berlin Township, New Jersey, and including an undivided 4.166%
fee interest in the general common elements of said Condominium appurtenant to
said Unit, which unit and appurtenant general common elements have been more
specifically defined in the Master Deed and depicted on certain exhibits
thereto.

Tract No. 5 Unit D-5
         All that certain lot, piece or parcel of land with the buildings and
improvements thereon erected, situate, lying and being in the TOWNSHIP OF
BERLIN, COUNTY OF CAMDEN, STATE OF NEW JERSEY, and other appurtenances thereto,
in fee simple, subject to the provisions of the state of New Jersey Condominium
Act (R.S.46B-1, et. Seq.) as amended and to the provisions of that certain
Master Deed of Cooper Run Executive Park Condominium, a condominium, dated
2/1/89, recorded in the Officer of the Register of Deeds of Camden County on
2/28/89, in Deed Book 4355 page 183 which real property is more particularly
described as UNIT NO. D-5 of said Condominium, together with other appurtenances
to said Unit, which Unit and appurtenances have been more specifically defined
in the Master Deed, which is comprised of premises known as Block 1002 Lot 6 on
the Tax Map of Berlin Township, New Jersey, and including an undivided 4.166%
fee interest in the general common elements of said Condominium appurtenant to
said Unit, which unit and appurtenant general common elements have been more
specifically defined in the Master Deed and depicted on certain exhibits
thereto.

Tract No. 6 Unit D-6
         All that certain lot, piece or parcel of land with the buildings and
improvements thereon erected, situate, lying and being in the TOWNSHIP OF
BERLIN, COUNTY OF CAMDEN, STATE OF NEW JERSEY, and other appurtenances thereto,
in fee simple, subject to the provisions of the state of New Jersey Condominium
Act (R.S.46B-1, et. Seq.) as amended and to the provisions of that certain
Master Deed of Cooper Run Executive Park Condominium, a condominium, dated
2/1/89, recorded in the Officer of the Register of Deeds of Camden County on
2/28/89, in Deed Book 4355 page 183 which real property is more particularly
described as UNIT NO. D-6 of said Condominium, together with other appurtenances
to said Unit, which Unit and appurtenances have been more specifically defined
in the Master Deed, which is comprised of premises known as Block 1002 Lot 6 on
the Tax Map of Berlin Township, New Jersey, and including an undivided 4.166%
fee interest in the general common elements of said Condominium appurtenant to
said Unit, which unit and appurtenant general common elements have been more
specifically defined in the Master Deed and depicted on certain exhibits
thereto.