**EXHIBIT10.25**

THIS MORTGAGE IS ANOPEN-END MORTGAGE AND SECURES FUTURE ADVANCES

(All notices to begiven to Mortgagee pursuant to42 Pa. C.S.A. 8143 shall be given as set forthin Paragraph 25 of this Mortgage.)

OPEN-END MORTGAGEAND SECURITY AGREEMENT

THIS OPEN-END MORTGAGEAND SECURITY AGREEMENT (this “Mortgage” made this 14th day of January, 2004, byand between Spitz, Inc., a Delaware corporation, with an address of P.O. Box198, Route 1, Chadds Ford, Pennsylvania 19317 (the Mortgagor), and FIRST KEYSTONEBANK (Mortgagee), a federally chartered stock savings bank organized and existingunder the laws of the United States of America, at Mortgagee’s office located at22 West State Street, Media, Pennsylvania, 19063.

WITNESSETH:

WHEREAS, thisMortgage is an Open-End Mortgageas set forth in 42 Pa. C.S.A. 8143 and secures obligationsof Mortgagor and Transnational, Inc. (TN) to Mortgagee up to a maximum amountof 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 paymentof taxes and municipal assessments, maintenance charges, insurance premiums, costsincurred for the protection of the Mortgaged Property (hereinafter defined) orthe lien of this Mortgage, expenses incurred by Mortgagee by reason of defaultby Mortgagor under this Mortgage the Note (hereinafter defined), and all othersums due hereunder or secured hereby, plus accrued and unpaid interest dueunder the Note; and

WHEREAS, Mortgagorand TN, as part of the foregoing obligations, has executed and delivered toMortgagee its Mortgage Note, dated even date herewith (the Note), evidencing Mortgagor’sand TN’s indebtedness to Mortgagee in the principal amount of Three Million TwoHundred Thousand ($3,200,000.00) Dollars in accordance with a certain CommitmentLetter from Mortgagee to Mortgagor and TN, dated December 19, 2003, (the CommitmentLetter), and a certain Loan Agreement (the Loan Agreement), dated even date herewith,by and between Mortgagor, TN and Mortgagee, together with interest thereonpayable at the rate and times, in the manner, and according to the terms andconditions specified in the Note which provides for interest rate adjustmentsbased on a formula therein set forth; and

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

WHEREAS, Mortgagorhas duly executed and delivered this Mortgage to secure all of Mortgagor’s andTN’s obligations under the Note and the Loan Agreement.

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

TOGETHER WITH allof Mortgagor’s right, title and interest now owned or hereafter acquired in:

(i)  All buildings, structures and improvements ofevery kind and description now or hereafter erected or placed on the RealEstate.

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

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

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

(v)  All awards, damages, payments and othercompensation, and any and all claims therefor, and rights thereto, which mayresult from taking or injury by virtue of the exercise of the power of eminent domainof, or to, or any damage, injury or destruction in any manner caused to, theReal Estate and/or the

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buildings, structures andimprovements now or hereafter erected or placed thereon, or any portion thereof,all of which award, damages, payments, compensation, claims and rights arehereby assigned to Mortgagee to the fullest extent that Mortgagor may do sounder law. Mortgagor hereby appoints Mortgagee, its designees and nominees, as Mortgagor’sagents and attorneys-in-fact to collect any such awards, damages, payments andcompensation.

(vi)  All fixtures, fittings, furnishings, furniture,trade fixtures, machinery, equipment, apparatus, building materials, appliances,goods, supplies, tools, chattels, and all articles of tangible personalproperty of whatever kind and nature, together with all replacements thereof, substitutionstherefor and additions and accessions thereto, and all proceeds and profits thereofand 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 thebuildings, structures and improvements now or hereafter erected or placed thereon;and all agreements, contract rights, chattel paper, negotiable instruments, generalintangibles, accounts, instruments, and documents (as those terms are definedin the Pennsylvania Uniform Commercial Code). Any item referred to in this paragraph(vi) shall hereinafter, for purposes of creating a security interest thereinunder the Pennsylvania Uniform Commercial Code, sometimes be referred to as thePersonal Property.

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

TO HAVE AND TOHOLD the Mortgaged Property hereby granted and conveyed, or mentioned andintended so to be, unto Mortgagee, its successors and assigns, to its and theirown use and benefit forever.

PROVIDED, HOWEVER,that if Mortgagor pays to Mortgagee the principal interest to become due underthe Note at the time and in the manner stipulated therein, and pays all othersums payable by Mortgagor and TN to Mortgagee as are secured hereby, and if Mortgagorand TN perform and comply with all the agreements, conditions, covenants andprovisions contained in the Note, the Loan Agreement, this Mortgage and theother Loan Documents, and if Mortgagor and TN pay all satisfaction costs, includingthe recording costs for any Mortgage satisfaction and termination statements, thenthis Mortgage and the estate, right, title and interest of Mortgagee in and tothe 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, covenantsand represents as follows:

1.1  Mortgagor has good and marketable and unencumberedfee simple title to the Mortgaged Property subject only to the title exceptionsnot removed from Title Insurance Commitment No. 03-1156 dated effective October30, 2003, issued by Strong Abstract, Inc. agent for First American Title InsuranceCompany, at the time of closing the loan evidenced by the Note; and

1.2  Mortgagor will forever warrant and defend thetitle 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 theterms of the Note, this Mortgage, and all other Loan Documents, as and when thesame shall become due and payable by the terms thereof and hereof.

2.2  Mortgagor and TN shall perform and comply withall terms, condition, provisions, covenants and agreements on the part ofMortgagor 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 andprovisions of the Loan Documents are by reference incorporated herein as if fullyset forth.

2.3  Mortgagor shall timely perform all of its obligationsand duties under any present or future lease, easement, license, permit, approval,covenant or agreement relating to, affecting, created for the benefit of or usedin connection with the operation of all or any portion of the MortgagedProperty.

2.4  This mortgage secures obligations ofMortgagor and TN to Mortgagee which obligations shall include, but not belimited to, expenses and attorneys fees incurred by Mortgagee by reason ofdefault by Mortgagor and/or TN hereunder, under the Note or under any of the otherLoan Documents, the payment of taxes, municipal assessments and insurance premiumswhether advanced prior to or after the entry of judgment in any action toenforce this security instrument, together with all other sums due hereunder orsecured hereby, plus accrued and unpaid interest.

3.  Maintenance and Repair. Mortgagor shall keepand maintain the Mortgaged Property and the sidewalks, curbs and drivesabutting and adjacent thereto, if any, in good and tenantable order, conditionand 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 byMortgagor shall be at least equal in quality to the original portion of theMortgaged Property being repaired, renewed or replaced. Mortgagor shall abstainfrom and shall not permit the commission of waste in or about the MortgagedProperty.

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

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

6.  Insurance. Mortgagor shall from and after thedate hereof and at all times while the indebtedness secured hereby is outstandingmaintain at Mortgagor’s sole expense, insurance in amounts, with deductiblessatisfactory 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 endorsementson all buildings, structures and improvements now existing or hereafter erectedon 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 pursuantto full replacement value endorsements naming Mortgagee as mortgagee and additionalinsured pursuant to a standard mortgagee loss payable clause, without co-insurance.Mortgagor shall also insure against such other hazards as Mortgagee may requirefrom time to time and shall maintain rent insurance against loss of income arisingout 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 MortgagedPremises, or business interruption insurance in an amount as required byMortgagee from time to time, but not to exceed Mortgagee’s reasonable estimate ofthe annual cost of debt service on the Note, taxes, insurance and maintenance forthe Mortgaged Premises. All such insurance shall be in such amounts as isnecessary to comply with co-insurance requirements and otherwise as Mortgageeshall require, and shall be written by stock or nonassessable mutual carrierswith a general policy holders rating of A or better and a financial rating ofVI 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 upondemand, and in the absence of demand not less than twenty (20) days prior tothe expiration date of each such insurance policy, proof of the renewal andcontinuance of all required insurance coverages, with premiums prepaid. Asadditional security for the payment of the indebtedness secured by thisMortgage, shall name Mortgagee as an additional insured or be endorsed with astandard mortgagee clause, shall not be subject to contribution, shall be for aterm of at least one (1) year, and shall provide for cancellation or modificationonly upon at least thirty (30) days prior written notice to Mortgagee.

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

6.2  If Mortgagee acquires title to the Mortgaged Propertyeither by virtue of a judicial sale thereof pursuant to proceedings under theNote 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 inand to all insurance policies referred to herein, including unearned premiums thereonand the proceeds thereof, shall vest in Mortgagee.

7.  Taxes, Assessments and Other Charges. Ifrequested by Mortgagee, in addition to the monthly installment of interest and/orprincipal due to Mortgagee, Mortgagor shall pay to Mortgagee, on the paymentdate 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 estatetaxes, other municipal assessments and the estimated annual premiums for all insurancerequired hereunder (the Escrow Charges), with an initial deposit to cover themonths which will have elapsed between the last date such taxes, charges andpremiums were due and payable and the first date on which an installment shallbe due hereunder. The Escrow Payments may be commingled with other funds ofMortgagee

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and no interest thereonshall be due of payable to Mortgagor. Mortgagee shall apply the Escrow Paymentsto the payment of the Escrow Charges in such order or priority as Mortgagee shalldetermine. If, at any time, the Escrow Payments theretofore paid to Mortgagee shallbe 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 shallpay, prior to the accrual of any interest or penalties, without any deduction, defalcationor 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 claimswhich may be assessed, levied charged, imposed or filed at any time against Mortgagor,the Mortgaged Property or any part thereof, or against the interest ofMortgagee therein, by any governmental instrumentality or agency or otherlawful authority or by any deed restriction, private agreement or declaration,recorded or otherwise, or which by any present or future law may have priorityover the indebtedness secured hereby either in lien or in distribution out ofthe proceeds of any judicial sale. Mortgagor will pay, when due, all chargesfor utilities, whether public or private, used or consumed upon, in or inconnection 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 anyinterest therein, including but not limited to, an equitable interest in the MortgagedProperty, 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 interesttherein, either voluntarily or by operation of law.

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

10.  Taxation of Note and Mortgage. If any law ishereafter enacted: (i) deducting from the value of real estate, for purposes oftaxation, any lien or encumbrance thereon; (ii) revising or changing in any waythe laws and ordinances now in force for the taxation of mortgages or the debtssecured thereby, or the manner of collections of such taxes; (iii) imposing atax directly or indirectly on Mortgagee with respect to the Mortgaged Property,the value of Mortgagor’s equity therein, the indebtedness evidenced by the Noteand/or secured by this Mortgage; (iv) requiring Mortgagee to pay, in whole orin part, any tax, assessment, charge or lien required to be paid by Mortgagor pursuantto the terms of this Mortgage; then, and in any such event, the entire unpaidbalance of the indebtedness secured by this Mortgage shall, at the option ofMortgagee, 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 promptlyperform 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 ofthe Mortgaged Property or any part thereof. Mortgagor shall do or cause to bedone all things necessary to preserve intact and unimpaired any and alleasements, appurtenances and other interests and rights in favor of or constitutingany portion of the Mortgaged Property.

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12.  Costs, Expenses and Counsel Fees. Mortgagor and/orTN 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 LoanDocuments. Mortgagor and/or TN shall, upon demand made by Mortgagee, promptly payto Mortgagee all expenses and costs, including reasonable attorneys’ fees,incurred by Mortgagee to collect any of the indebtedness secured hereby or toenforce the performance of the terms, conditions, provisions, agreements and covenantscontained 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 withany action, proceeding, litigation or claim instituted or asserted by oragainst Mortgagee or in which the Mortgagee becomes engaged, wherein it becomesnecessary, in the opinion of Mortgagee, to enforce, defend or uphold the lienof this Mortgage or the validity or effectiveness of any assignment of anyclaim, award, payment, insurance recovery or any other right or property conveyed,encumbered or assigned by Mortgagor to Mortgagee hereunder, or the priority ofany of the same or otherwise. All such expenses, costs and attorneys’ fees, togetherwith interest thereon at the rate set forth in the Note in the event of adefault thereunder, shall be deemed to be part of the principal indebtednessevidenced by the Note on a pro rata basis and secured by this Mortgage.

13.  Security Interest in the Personal Property. Mortgagorand Mortgagee hereby acknowledge that this Mortgage constitutes a securityagreement under the Pennsylvania Uniform Commercial Code, and Mortgagor herebygrants to Mortgagee a security interest in every item of the Personal Property andthe proceeds thereof and profits therefrom, replacements and substitutions thereforand additions and accessions thereto. Mortgagor shall, upon demand made by Mortgagee,execute, deliver and file any financing statements, continuation statements andother instruments as Mortgagee may from time to time require in order toperfect, confirm and maintain such perfected security interest under the PennsylvaniaUniform Commercial Code. Mortgagor hereby irrevocably appoints Mortgagee, its designeesand nominees, as Mortgagor’s agents and attorneys-in-fact to execute, deliverand file, on Mortgagor’s behalf and in its name, any such financing statements,continuation statements, and other instruments as Mortgagee, in its solediscretion, deems necessary.

13.1  Mortgagor hereby warrants and represents to Mortgageethat 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. Mortgagorfurther hereby represents and warrants to Mortgagee that, unless Mortgagee givesits prior written consent to the contrary, every item of the Personal Propertyhas been, and shall be created thereon except the security interest herebycreated.

14.  Rents, Profits and Leases. Mortgagor herebyassigns and transfers unto Mortgagee, its successors and assigns: (i) allrights, title, interest and privileges which Mortgagor has or may have aslessor in any lease now existing or hereafter made and affecting the Mortgaged Propertyor 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 profitsdue or to become due under the Leases, or any of them, or arising or accruingfrom or relating to the Mortgaged Property, or any portion thereof, or the use thereof,and Mortgagor hereby confers upon Mortgagee, immediately upon Mortgagor’s defaultin any respect under this Mortgage, the Note or any other Loan Document, theright to enter upon and take possession of the Mortgaged Property, or any portionthereof, and the right, with or without taking possession of the Mortgaged Property,to collect and receive all rents, income and profits accruing from the Leasesand from the Mortgaged Property.

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

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

14.1.2  That Mortgagor will not, without the priorwritten consent of Mortgagee in each instance, enter into any Lease for all orany portion of the Mortgaged Property for a term of more than three (3) yearsor alter or modify any Lease, consent to any subletting of any Lease, or subordinateany Lease to any mortgage or other encumbrance other than this Mortgage. Eachand every Lease shall be for fair market rental and on other than commercially reasonableterms between unrelated parties at arms length dealing. All such leases shallbe 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 notexecute, any prior or other assignment of any of its rights under any of the Leasesor its rights to the rent, income and profits therefrom or from the MortgagedProperty.

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

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

15.  Destruction of the Mortgaged Property. In theevent of any loss, damage or destruction to or of the Mortgaged Property, orany part thereof, Mortgagor shall give immediate written notice thereof toMortgagee, and Mortgagee may make proof of loss thereof if proof of loss is notmade promptly by Mortgagor; provided, however, that any adjustment of a proofof loss shall require the prior written consent of Mortgagee which shall not beunreasonably whithheld, conditioned or delayed. Each insurance company concernedis hereby authorized and directed to make payment under its insurance policiesdirectly to Mortgagee. Mortgagee may, with the consent of Mortgagor, on behalfof Mortgagor, adjust and compromise any claims under any insurance policies.Mortgagor hereby irrevocably constitutes and appoints Mortgagee, its designeesand nominees after an Event of Default, as Mortgagor’s agents and attorneys-in-factto adjust and compromise claims and to collect and receive proceeds and toendorse drafts therefor. Any proceeds paid to or collected by Mortgagee inconnection with collecting such proceeds, shall be applied, in such order and amountsas Mortgagee, in Mortgagee’s sole discretion, may elect, in reduction of the outstandingprincipal balance of the Note, accrued and unpaid interest, or any other sumdue 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 appliedand of the then outstanding balance of the indebtedness secured by thisMortgage if the insurance proceeds are insufficient to pay the entire amounthereof. In the event a balance remains outstanding on the Note and Mortgageereceives proceeds of rent insurance or business interruption insurance beyondthose required to be

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applied for the currentmonthly installment due under the Note, Mortgagee may retain such additionalproceeds in escrow, for the account of Mortgagor, and so apply such proceeds ona monthly basis, provided that any such proceeds not needed to be applied tokeep the Mortgagor current and not in default hereunder during the reasonablyestimated period of time when the rents from the Mortgaged Premises will be inadequateto provide Mortgagor with sufficient funds with which to pay Mortgagee theamounts falling due each month shall be paid over to Mortgagor to met the otherexpenses of the Mortgaged Premises.

15.1  Repair and Restoration. Notwithstanding the provisionof paragraph 15, and provided that (i) no event of default has occurred hereunderor under the Note or other Loan Documents, (ii) Mortgagee is satisfied that thethere are sufficient proceeds to complete the restoration of the improvements constructedon the Mortgaged Premises to the same value and character as existed prior tosuch damage, and (iii) the insurers do not deny liability as to the insureds, Mortgageeshall apply the insurance proceeds for the repair and restoration of the MortgagedProperty 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 approvedby Mortgagee which approval shall not be unreasonably withheld, conditioned ordelayed, and Mortgagee shall be provided with mechanics’ lien waivers.

15.1.2  At the time of any disbursement of theproceeds, Mortgagor shall not be in default under the Note, or this Mortgage, nomechanics’ or materialmen’s liens shall have been filed and remain undischargedand/or not bonded against and a satisfactory bring down of title insuranceshall be delivered to Mortgagee.

15.1.3  Disbursement shall be made from time to timein 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 performanceof the work in a good and workmanlike manner in accordance with the contracts andthe plans and specifications.

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

15.1.5  The proceeds shall not bear interest and maybe commingled with Mortgagee’s other funds.

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

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

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added to the proceeds held by Mortgagee. Any sum so added by Mortgagor whichremains upon completion of repair and restoration shall be refunded toMortgagor. 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 theoutstanding balance of the Note.

16.  Environmental Matters. Mortgagee shall, if ithas reason to believe a problem exists, have the right to conduct or have conductedby its agents or contractors such environmental inspections, audits and testingas Mortgagee shall deem necessary or advisable at any reasonable time upon atleast one (1) business day prior notice, at the sole cost and expense ofMortgagor and/or TN. Mortgagor and each lessee of any property encumbered bythe lien of the Loan Documents, shall cooperate or, in the case of any suchlessee shall be caused to cooperate, with such inspection efforts; suchcooperation shall include, without limitation, supplying such information concerningthe operations conducted and hazardous substances or hazardous waste located onany of such properties. In the event that Mortgagor shall fail to comply withany applicable state or federal environmental law, then Mortgagee may, inaddition to any of its other remedies hereunder and the other Loan Documents, causeeach such property to be brought into compliance and all expenses incurred byMortgagee added to the sum secured by the Loan Documents and evidenced by theNote, and shall bear interest from the date of demand at the interest rate thenin effect thereunder, plus five (5%) percent. Further, in the event Mortgagee, inorder to protect the priority of this Mortgage, or to preserve the value of theMortgaged Property, or in any situation in which Mortgagee is required, bycourt order or otherwise, to pay any costs, fees, expenses, settlements, damages,fines (civil or criminal) or penalties, including but not limited to, clean-upcosts, attorney’s fees and court costs, because of a past, present or future violationof the Environmental Laws (as defined in that certain Environmental IndemnityAgreement 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 beadded to the amount secured hereby, shall be secured hereby (if this Mortgageis at that time in existence), shall be payable on demand by Mortgagor and/orTN and shall bear interest from the date of demand at the interest rate then ineffect thereunder, plus five (5%) percent. The terms of this paragraph shallsurvive the payment in full of all other sums secured hereby and the satisfactionof record of this Mortgage. Mortgagor and TN have executed and delivered to Mortgageethat certain Environmental Indemnity Agreement dated even date herewith (the EnvironmentalIndemnity Agreement) setting forth certain representations, warranties, covenantsand obligations of Mortgagor and TN respecting environmental matters at theMortgaged Property. In the event of any conflict between this Mortgage and theEnvironmental Indemnity Agreement. the terms of the Environmental IndemnityAgreement shall control. The terms of the Environmental Indemnity Agreement areincorporated herein by reference.

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

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

17.1  Repair and Restoration. Notwithstanding the provisionsof paragraph 17, in the event of a partial taking, and provided that (i) no eventof default has occurred hereunder or under the Note or other Loan Documents, and(ii) Mortgagee is satisfied that the there are sufficient proceeds to completethe restoration of the improvements constructed on the Mortgaged Premises tothe same value and character as existed prior to such taking, Mortgagee shallapply the condemnation proceeds for the repair and restoration of the MortgagedProperty 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 approvedby Mortgagee, which approval shall not be unreasonably withheld, conditioned ordelayed, and Mortgagee shall be provided with mechanics’ lien waiver.

17.1.2  At the time of any disbursement of theproceeds, Mortgagor shall not be in default under the Note, or the Mortgage, nomechanics’ or materialmen’s liens shall have been filed and remain undischargedand or properly bonded against and a satisfactory bring down of title insuranceshall be delivered to Mortgagee.

17.1.3  Disbursement shall be made from time to timein 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 performanceof the work in a good and workmanlike manner in accordance with the contracts andthe plans and specifications.

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

17.1.5  The proceeds shall not bear interest and maybe commingled with Mortgagee’s other funds.

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

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

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added to the proceeds held by Mortgagee. Any sum soadded by Mortgagor which remains upon completion of repair and restoration shallbe refunded to Mortgagor. If any sum remains after the completion and any refundto Mortgagor aforesaid, such sum remaining shall, at Mortgagee’s option, beapplied on account of the outstanding balance of the Note.

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

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

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

18.3  The filingof any non consensual lien or encumbrance, mechanic’s or materialmen’s lien ormunicipal claim against all or any portion of the Mortgaged Property which isnot discharged within twenty (20) days unless it is being contested by Mortgagorin good faith and due diligence in appropriate proceedings with the approval ofMortgagee, a bond or escrow having been posted with Mortgagee for the fullamount of such contested lien.

18.4  Theexistence of any security interest, pledge, consensual lien, or otherconsensual encumbrance in favor of any party other than Mortgagee in theMortgaged Property.

18.5  If Mortgagorshall at any time deliver or cause to be delivered to Mortgagee a noticepursuant to 42 Pa. C.S.A. 8143 electing to limit the indebtedness secured bythis Mortgage.

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

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

19.1  Institute an action of mortgage foreclosureagainst the Mortgaged Property, or any portion thereof, or take such otheraction at law or in equity for the enforcement of this Mortgage and realizationon the mortgage security or any other security herein or elsewhere provided for,and proceed therein to final judgment and execution thereon for the entire acceleratedindebtedness 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 anyjudgement obtained by mortgagee from and after the date of any Sheriff’s Saleof the Mortgaged Property until actual payment is made by the Sheriff of thefull amount due to Mortgagee. The obligations of the Mortgagor and/or TN andthe rights and remedies of the Mortgagee hereunder shall survive the entry ofjudgment hereunder or under the obligation this Mortgage secures; it being the intentionof parties hereto that such rights, remedies and obligations shall not mergeinto or be extinguished by any such judgment but shall continue until all sumssecured hereby have been paid in full.

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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 virtueof the Note or this Mortgage or pursuant to any other judicial proceedings, whetheror not under this Mortgage, in one parcel as an entirety, or in such parcels, mannerand order as Mortgagee, in its sole discretion, may elect.

19.2  Enter and take possession of the Mortgaged Propertyand manage and operate the same, let or re-let the Mortgaged Property or anypart 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 namein connection with possession of the Mortgaged Property, make repairs, alterationsand improvements as Mortgagee deems appropriate, and perform such other acts inconnection with the management and operation of the Mortgaged Property as Mortgagee,in its sole discretion, deems appropriate, and demand, sue for, collect andreceive all or any rents, income and profits accruing from the MortgagedProperty and from the Leases shall be applied by Mortgagee, in such order andamounts as Mortgagee shall elect, to the costs of operation and maintenance ofthe Mortgaged Property, the expenses (including attorney’s fees) incident totaking and retaining possession of the Mortgaged Property and collecting therents, issues and profits therefrom and from any Lease, any other expenses asMortgagee shall determine and monies necessary to satisfy all indebtedness dueunder and/or secured by the Note and this Mortgage.

19.2.1  THE FOLLOWING SECTION SETS FORTH WARRANTS OFATTORNEY FOR ANY ATTORNEY TO CONFESS JUDGMENTS AGAINST MORTGAGOR. IN GRANTINGTHESE WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST MORTGAGOR, MORTGAGOR HEREBYKNOWINGLY, INTENTIONALLY, VOLUNTARILY, AND UNCONDITIONALLY WAIVES ANY AND ALLRIGHTS MORTGAGOR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDERTHE RESPECTIVE CONSTITUTIONS AND LAWS OF THE COMMONWEALTH OF PENNSYLVANIA ANDTHE UNITED STATES OF AMERICA.

FOR THE PURPOSE OFOBTAINING POSSESSION OF THE MORTGAGED PROPERTY UPON THE OCCURRENCE OF AN EVENT OFDEFAULT, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OFRECORD OF THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FORMORTGAGOR AND ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, TO, BY COMPLAINTOR OTHERWISE, APPEAR FOR AND ENTER AND CONFESS JUDGMENT IN FAVOR OF MORTGAGEE ANDAGAINST MORTGAGOR, AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR,FOR RECOVERY BY MORTGAGEE OF POSSESSION OF THE MORTGAGED PROPERTY, FOR WHICHTHIS MORTGAGE, OR A COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENTWARRANT; WHEREUPON, IF MORTGAGEE SO DESIRES, A WRIT OF POSSESSION MAYIMMEDIATELY ISSUE FOR POSSESSION OF THE MORTGAGED PROPERTY, WITHOUT ANY WRIT ORPROCEEDING WHATSOEVER AND WITHOUT ANY STAY OF EXECUTION. IF FOR ANY REASONAFTER SUCH ACTION HAS BEEN COMMENCED IT SHALL BE DISCONTINUED, OR POSSESSION OFTHE MORTGAGED PROPERTY SHALL REMAIN IN OR BE RESTORED TO MORTGAGOR, MORTGAGEE SHALLHAVE THE RIGHT IN CONNECTION WITH THE SAME DEFAULT OR ANY SUBSEQUENT DEFAULT TOBRING ONE OR MORE FURTHER ACTIONS OR ENTER

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AND CONFESS JUDGMENT ONE OR MORE TIMES AS HEREIN PROVIDEDTO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY BRING AN ACTIONIN EJECTMENT AND CONFESS JUDGMENT THEREIN BEFORE OR AFTER THE INSTITUTION OF PROCEEDINGSTO FORECLOSE THIS MORTGAGE OR TO ENFORCE THE NOTE, OR AFTER ENTRY OF JUDGMENTIN ANY PROCEEDINGS TO FORECLOSE THIS MORTGAGE OR ON THE NOTE, OR AFTER ASHERIFF’S SALE OF THE MORTGAGED PROPERTY IN WHICH MORTGAGEE IS THE SUCCESSFULBIDDER.

MORTGAGOR ACKNOWLEDGES THATMORTGAGOR HAS HAD THE ASSISTANCE OF LEGAL COUNSEL IN THE REVIEW AND EXECUTIONOF THIS MORTGAGE AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THEFOREGOING PROVISIONS CONCERNING CONFESSION OF JUDGMENT HAVE BEEN FULLY EXPLAINEDTO 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 possessionof the Mortgaged Property and to collect the rents, issues, profits and income therefromand to apply such rents, issues, profits and income as provided for in subparagraph19.2.1 hereof or as the court may otherwise direct. Mortgagee shall be entitledto the appointment of a receiver without the necessity of proving either the inadequacyof the security for the indebtedness secured hereby or the insolvency ofMortgagor or any other person who may be legally or equitably liable to paymoney secured hereby and the Mortgagor and each such other person shall bedeemed to have waived such proof and to have consented to the appointment ofsuch receiver. Should the Mortgagee or any receiver collect rents, issues, profitsor income from the Mortgaged Property, monies so collected shall not be substitutedfor the payment of the indebtedness secured hereby, nor can they be used tocure the default, without the prior written consent of Mortgagee. Any receiver shallbe liable to account only for the rents, issues, profits and income actuallyreceived by such receiver.

19.4  Exercise all of the remedies of a secured partyunder the Pennsylvania Uniform Commercial Code, including, but not limited to,the right and power to sell, or otherwise dispose of, the Personal Property or anypart thereof, and for that purpose Mortgagee shall take immediate and exclusivepossession of the Personal Property or any part thereof as Mortgagee electsand, with or without judicial process, enter upon any portion of the Mortgaged Propertyon which the Personal Property, or any part thereof, may be situated and removethe same without being guilty of trespass and without liability for damagesthereby occasioned.

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

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

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Document, shall becumulative and concurrent and shall not be exclusive of any right or remedy providedby law, in equity or otherwise. Said rights and remedies may, at the sole andexclusive 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 herebywaive and release: (i) all errors, defects and imperfections (except as tonotice required hereunder or in the Loan Documents), in any proceeding institutedby Mortgagee under this Mortgage, the Note, the Loan Agreement, or any otherLoan Document; (ii) all notices of default or of Mortgagee’s exercise, orelection 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 timefor payment of any sum due under or secured hereby or affording any right to astay of any execution to be issued on any judgment obtained under the Note, theLoan Agreement, this Mortgage or any other Loan Document, or exempting anyproperty from levy and sale upon any such execution.

22.  No Waiver. No failure or delay by Mortgagee ininsisting 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 operateas an estoppel or a waiver of any such terms, covenants, conditions, agreementsand provisions, nor shall any such failure or delay preclude Mortgagee from thereafterinsisting upon such strict performance by Mortgagor and/or TN. NeitherMortgagor, TN nor any guarantor or surety or other person obligated for the paymentof the indebtedness secured hereby shall be relieved of such obligation byreason of the failure of Mortgagee or TN to comply with any request of Mortgagoror of any such guarantor, surety or other person to take action to foreclosethis Mortgage or to otherwise enforce any of the provisions of this Mortgage orany 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 forthe indebtedness secured by this Mortgage, or by reason of any agreement or stipulationbetween any subsequent owner or owners or the Mortgaged Property and Mortgagee extendingthe time of payment or modifying the terms of the Note or this Mortgage withoutfirst having obtained the consent of Mortgagor, TN, or any such guarantor, suretyor other person, and Mortgagor and each such guarantor, surety and other personshall continue to be liable to make payments according to the terms of any suchextension or modification agreement, unless expressly released and dischargedin writing by Mortgagee. Mortgagee may release, regardless of consideration, theobligation of any party at any time liable for any of the indebtedness securedby this Mortgage without, as to any other person so obligated or the remainder ofsuch security, in any way affecting such other person’s obligation or impairingor affecting the lien of this Mortgage or the priority of the lien of thisMortgage.

23.  Mortgagee’s Right to Remedy Defaults. If,after the expiration of all applicable notice and cure periods, Mortgagor failsto pay when due any sum required to be paid by Mortgagor or fails to performany obligation of Mortgagor hereunder, Mortgagee, at its option, shall have theright, but not the obligation, to pay any such sum or to take any action which Mortgageedeems necessary or advisable to protect the security of this Mortgage or theMortgaged Property, all without prejudice to any of Mortgagee’s rights or remediesavailable hereunder or under the Note, the Loan Agreement, or under any other LoanDocument, 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 andpayable from Mortgagor and/or TN to Mortgagee, together with interest

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

24.  Further Assurances. Mortgagor will executeand deliver such further instruments and documents, and perform such further actsas may be requested by Mortgagee from time to time to confirm the provisionsof, or to carry out more effectively the purposes of this Mortgage, the Note,the Loan Agreement, or any other Loan Documents. Mortgagor hereby authorizes Mortgageeto execute and deliver such further instruments and documents and to performsuch further acts at any time and from time to time, on behalf of Mortgagor. Mortgagorhereby irrevocably appoints Mortgagee, its designees and nominees, as Mortgagor’sagents 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 noticesand other communications hereunder shall be given in the manner specified inthe 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’saddress set forth below.

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

27.  Binding Effect. This Mortgage shall bindMortgagor and its successors and assigns and shall inure to the benefit ofMortgagee and Mortgagor and their respective successors and assigns.

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

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

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

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

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

INWITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly executed the dayand 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] |
|                     |                    |  |  |  |  |  |

 

Inconsideration of Mortgagee’s advance of the proceeds of the Note and the covenantsand obligations of TN as set forth herein, and intending to be legally boundhereby, 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] |
|                     |                                |  |  |  |  |  |

 

Ihereby certify that the address of the above-named Mortgagee is 22 West StateStreet, Media, Delaware County, Pennsylvania, 19063.
|        | /s/ Donn L.  Guthrie      |
|--------|---------------------------|
|   | Donn L. Guthrie,  Esquire |

 

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COMMONWEALTH OF PENNSYLVANIA :

:SS

COUNTY OF CHESTER :

Onthis, the 14th day of January, 2004, before me, the undersigned officer, appearedJonathan A. Shaw and Paul L. Dailey, who acknowledged themselves to be thePresident and Executive President of, Spitz, Inc., a Delaware corporation, andTransnational Industries, Inc., a Delaware corporation, and that they as such, beingauthorized to do so, executed the foregoing instrument and acknowledged that heexecuted the same for the purpose therein contained.

INWITNESS 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:

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ALL THAT CERTAIN lot orparcel of land with buildings and improvements thereon erected, Situate in theTownship of Chadds Ford, County of Delaware, State of Pennsylvania, bounded anddescribed according to a Final Subdivision Plan for Chadds From Plaza, made by BrandywineValley Engineers, Aston, PA, dated 1/19/1998 and last revised 10/2/2002 asfollows, to wit:

BEGINNING at a point ofcurve on the Southwesterly side of Brandywine Drive (60 feet wide), being acorner of Proposed Lot #2 (as shown on said plan); thence from said point of beginningextending along said drive the three following courses and distances: (1) on aline curving to the left having a radius of 425.00 feet an arc distance of74.78 feet to a point; thence (2) South 48 degrees 55 minutes 22 seconds East467.61 feet to a point of curve; thence (3) on a line curving to the righthaving a radius of 250.00 feet an arc distance of 101.40 feet to a point, beinga corner of lands now or late of Thomas Hannum; thence leaving said drive extendingalong lands of Hannum the two following courses and distances: (1) South 64degrees 18 minutes 55 seconds West 229.98 feet to a point; thence (2) South 25degrees 41 minutes 05 seconds East 261.49 feet to a point on the title line inthe bed of Baltimore Pike, being a corner of lands of Hannum; thence extendingalong said title line the three following courses and distances: (1) South 66degrees 53 minutes 00 seconds West 33.53 feet to a point; thence (2) South 60degrees 12 minutes 00 seconds West 210.00 feet to a point; thence (3) South 57degrees 55 minutes 00 seconds West 371.81 feet to a point, being a corner ofother lands of Brandy Partners; thence leaving said pike extending along saidlands the three following courses and distances: (1) North 20 degrees 56minutes 06 seconds West 317.68 feet to a point; thence (2) North 52 degrees 44minutes 03 seconds West 339.59 feet to a point; thence (3) North 25 degrees 49minutes 00 seconds West 295.00 feet to a point; thence still along said landsand along Lot #2 North 64 degrees 11 minutes 00 seconds East 743.13 feet to thefirst mentioned point and place of beginning.

BEING Lot #3 on theabove-mentioned Plan.

BEING Folio#04-00-00034-02.

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

EXHIBIT “A”

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