Unassociated Document


    
      

    

    
      Exhibit
10.13

      


      


      OPEN END
MORTGAGE DEED AND SECURITY AGREEMENT

       

       

      GDC
NAUGATUCK, INC.

      


      (MORTGAGOR)

      


      
 

      


      


      IN FAVOR
OF                                                           


      


       

      HOWARD
S. MODLIN and JOHN L. SEGALL

      


       (MORTGAGEE)

      


       

      DATED:   AS
OF DECEMBER 7, 2006

      


      


      


      


      THIS
INSTRUMENT AFFECTS REAL AND PERSONAL PROPERTY SITUATED IN THE STATE OF
CONNECTICUT, COUNTY OF NEW HAVEN, BOROUGH OF NAUGATUCK,

       

      


      THIS
INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO
BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER THE NAMES OF MORTGAGOR, AS
“DEBTOR”, AND MORTGAGEE, AS “SECURED PARTY”.

      


      

 

      


      This
Document was Prepared by

      and After Recording Return
to:

      Weisman
Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Attention:   William
F. Treanor, Esq.

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      OPEN-END
MORTGAGE DEED

      AND SECURITY
AGREEMENT

      


      THIS
MORTGAGE is made December 7, 2006 and between, GDC Naugatuck, Inc.
(“Mortgagor”), a Delaware corporation, whose address is 6 Rubber Avenue,
Naugatuck, Connecticut 06770 and Howard S. Modlin and John L. Segall, whose
address is c/o Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New
York, New York 10022, (collectively “Mortgagee”).

      


      W I T N E
S S E T H:

      


      WHEREAS,
Mortgagor’s parent, General DataCom Industries, Inc. (“GDC”) is obligated for
the payment of all sums due under Notes in aggregate amount of $2,080,945.21 as
of November 30, 2006 plus accrued interest as set forth in Exhibit A hereof (the
“Notes”) issued to Mortgagee and the payment of such Notes is secured by an
Additional Senior Security Agreement by and among Mortgagor, General DataComm,
Inc., DataComm Leasing Corporation, GDC Federal Systems, Inc., GDC Holding
Company, LLC, GDC Realty, Inc. and GDC, as Debtors, and Mortgagee dated as of
December 30, 2003 as amendment (the “Security Agreement”); and

      


      NOW,
THEREFORE, to secure the full and prompt payment and performance of all such
amounts under the Notes and the Security Agreement as well as under this
Mortgage (such amounts being referred to herein as the “indebtedness”) and in
consideration of other valuable consideration, receipt of which is hereby
acknowledged, Mortgagor hereby gives, grants, bargains, sells and confirms unto
Mortgagee, its successors and assigns forever, the following property, rights,
privileges and franchises (collectively, the “Mortgaged Property”);

      


      The real
property described in said Exhibit B, together
with the buildings, structures and improvements thereon erected or to be erected
(the “Improvements”), with the appurtenances thereof and thereto (all, the
“Premises”);

      


      TOGETHER
with all leasehold estate, right, title and interest of Mortgagor in and to all
leases or subleases covering the Premises or any portion thereof (collectively,
the “Leases”) now or hereafter existing or entered into, and all right, title
and interest of Mortgagor thereunder, including, without limitation, all cash or
security deposits, advance rentals, and deposits or payments of similar
nature;

      


      TOGETHER
with all right, title and interest of Mortgagor in and to all options to
purchase or lease the Premises or any portion thereof or interest therein, and
any greater estate in the Premises owned or hereafter acquired;

      


      TOGETHER
with all interests, estates or other claims, both in law and in equity, which
Mortgagor now has or may hereafter acquire in the Premises;

      


      TOGETHER
with all easements, rights-of-way and rights used in connection therewith or as
a means of access thereto, and all tenements, hereditaments and appurtenances
thereof and thereto, and all water rights;

      


      TOGETHER
with any and all of Mortgagor's fixtures, attachments, equipment, machinery now
or hereafter located or to be located at the Premises and attached to, the
Premises, be they deemed personal, mixed or real property (the
“Fixtures”);

      


      TOGETHER
with all right, title and interest of Mortgagor in and to any streets and roads
abutting the Premises to the center lines thereof and in and to any strips or
gores of land therein or adjacent to the Premises;

      


      TOGETHER
with all awards and proceeds of condemnation or insurance for the Mortgaged
Property or any part thereof to which Mortgagor is entitled for any taking of or
casualty to all or any part of the Mortgaged Property by condemnation or
exercise of the right of eminent domain or casualty (the
“Proceeds”).  All such awards and condemnation or insurance proceeds
are hereby assigned to Mortgagee and Mortgagee is hereby authorized, subject to
the provisions contained in this Mortgage, to apply such awards and condemnation
or insurance proceeds or any part thereof, after deducting therefrom any
expenses incurred by Mortgagee in the collection or handling thereof, toward the
payment, in full or in part, of any amount due under the Notes secured by the
Mortgage, notwithstanding the fact that the amount owing thereon may not then be
due and payable;


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      TOGETHER
with all rents, issues, income and profits (including, without limitation, any
payment(s) in exchange for lease termination or cancellation) of the Premises
and all the estate, right, title and interest of every nature whatsoever of
Mortgagor in and to the same and the leases, subleases and tenancies concerning
the same (the “Rents and Profits”);

      


      TOGETHER
with all inventory, equipment, machinery, furniture, accounts, chattel paper,
contracts, contract rights, notes, drafts, acceptances, general intangibles,
causes of action and all other personal property, now existing, or hereafter
acquired or arising, with respect to the operation of Premises (the
“Personalty”).

      


      Whenever
requested by Mortgagee, Mortgagor shall from time to time execute and record or
file at Mortgagor's expense such supplementary mortgage(s), financing
statements, and other chattel instruments as Mortgagee may reasonably require in
order to insure that all the Mortgaged Property shall be subject to the lien
created by the Mortgage and shall be security for the payment of the
indebtedness as herein provided.  Mortgagor shall have the right
hereunder and under said financing statements or other chattel instruments to
replace fixtures, equipment or machinery from time to time with similar items of
at least equal value, provided the replacements are free of any outstanding
ownership interest, financing statements or encumbrances of any kind in favor of
anyone other than Mortgagee.  If Mortgagor shall fail to execute and
record supplementary mortgage(s), financing statements or other chattel
instruments as required herein within ten (10) days after written request by
Mortgagee, then Mortgagor hereby irrevocably appoints Mortgagee its
attorney-in-fact, coupled with an interest, to execute and deliver such
supplementary mortgage(s), financing statements or other chattel instruments in
the name of, and on behalf of, Mortgagor.

      


      TO HAVE
AND TO HOLD the Mortgaged Property, with the appurtenances thereof and thereto,
unto Mortgagee, its successors and assigns forever, to its and their own proper
use and behoof.

      


      This
Mortgage is subordinate to a mortgage from Mortgagor to Ableco Finance, LLC
(“Agent”), as arranger and administrative agent for the lenders (the “Lenders”)
under that certain Loan and Security Agreement dated as of August 20, 2002 (as
amended, supplemented or otherwise modified from time to time, the “Senior Loan
Agreement”), which mortgage was recorded in the Naugatuck Land Records in Volume
641 at Page 691 et seq. on December 13, 2003 as Document  No. 9800
(the “Prior Mortgage”) covering property therein described (the “Prior Mortgage
Property”) and any mortgage subsequently granted from Mortgagor to any other
lender in accordance with Section 13 of the Security
Agreement.  Mortgagee acknowledges that any interest granted in the
Mortgaged Property pursuant to this Mortgage is subordinate and junior to the
interests and rights of the Agent to the extent such interests and rights secure
the repayment of all obligations under the Senior Loan Agreement and other Loan
Documents (as defined in the Senior Loan Agreement)(collectively, the
“Obligations”).  So long as any Obligations are due the Lenders under
the Prior Mortgage, Mortgagee agrees it will not, without the prior written
consent of the Agent, exercise or enforce any rights or remedies that it may
have under this Mortgage unless and until the Obligations have been fully paid
with interest and performed; provided, that nothing herein shall prevent
Mortgagee from participating in any foreclosure action commenced by the Agent or
Lenders against the Premises.  Notwithstanding Mortgagee's right to
participate in a foreclosure action commenced by the Agent or the Lenders,
Mortgagee shall not challenge the validity or priority of the Prior Mortgage nor
shall Mortgagee interpose any defense or counterclaim against the Agent or the
Lenders in such action.

       

      To
protect the security of the Mortgage, Mortgagor further covenants, warrants and
agrees with Mortgagee as follows:

       

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

       


      ARTICLE
I

      


      WARRANTIES,
COVENANTS AND AGREEMENTS OF MORTGAGOR

      


      


      1.1           Payment of Secured
Obligations.  Mortgagor shall pay when due the principal of,
and the interest on the indebtedness and all charges, fees and other amounts due
under the Obligations and the Notes and shall otherwise comply with all the
terms of the Senior Loan Agreement, the Loan Documents, the Security Agreement,
the Notes, the Prior Mortgage, this Mortgage and any other agreements related to
the Security Agreement and Notes.

      


      1.2           Warranties and
Representations.  Mortgagor does for itself, its successors and
assigns, covenant with Mortgagee, its successors and assigns, that at and until
the ensealing of these presents, it is well seized of the Mortgaged Property as
a good indefeasible estate in FEE SIMPLE, and has good right to bargain, sell,
convey, assign, transfer and mortgage the same in manner and form as is above
written, and that the same is free from all encumbrances whatsoever except as
specifically set forth in Exhibit
C.

      


      And
furthermore, Mortgagor does by these presents bind 'itself and its successors
and assigns forever to preserve its interest in and title to the Mortgaged
Property and to WARRANT AND DEFEND the Mortgaged Property to Mortgagee, its
successors and assigns, against all claims and demands whatsoever, except as set
forth in Exhibit C.

      


      1.3           Rents and
Profits.  As additional and collateral security for the payment
of the indebtedness secured hereby and cumulative of any and all rights and
remedies herein provided for, Mortgagor hereby absolutely and presently assigns
to Mortgagee all existing and future Leases, and all existing and future Rents
and Profits.  Mortgagor hereby grants to Mortgagee the sole, exclusive
and immediate right, without taking possession of the Property, to demand,
collect (by suit or otherwise), receive and give valid and sufficient receipts
for any and all of said Rents and Profits, for which purpose Mortgagor does
hereby irrevocably make, constitute and appoint Mortgagee its attorney-in-fact
with full power to appoint substitutes or a trustee to accomplish such purpose
(which power of attorney shall be irrevocable so long as any indebtedness
secured hereby is outstanding, shall be deemed to be coupled with an interest,
shall survive the voluntary or involuntary dissolution of Mortgagor and shall
not be affected by any disability or incapacity suffered by Mortgagor subsequent
to the date hereof).  Mortgagee shall be without liability for any
loss which may arise from a failure or inability to collect Rents and Profits,
proceeds or other payments.  However, until the occurrence of an Event
of Default under this Mortgage, Mortgagor shall have a license to collect and
receive the Rents and Profits when due and prepayments thereof for not more than
one month prior to due date thereof.  Upon the occurrence of an Event
of Default which is continuing, Mortgagor's license shall automatically
terminate on demand and notice to Mortgagor and Mortgagee may thereafter,
without taking possession of the Property, collect the Rents and Profits itself
or by an agent or receiver.  From and after the termination of such
license, Mortgagor shall be the agent of Mortgagee in collection of the Rents
and Profits and all of the Rents and Profits so collected by Mortgagor shall be
held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee and
Mortgagor shall, within one (1) business day after receipt of any Rents and
Profits, pay the same to Mortgagee to be applied by Mortgagee as hereinafter set
forth.  Neither the demand for or collection of Rents and Profits by
Mortgagee, nor the exercise of Mortgagee's rights as assignee of the Leases,
shall constitute any assumption by Mortgagee of any obligations under any Lease
or other agreement relating thereto.  Mortgagee is obligated to
account only for such Rents and Profits as are actually collected or received by
Mortgagee.  Mortgagor irrevocably agrees and consents that the
respective payors of the Rents and Profits shall, upon demand and notice from
Mortgagee of an Event of Default hereunder, pay said Rents and Profits to
Mortgagee without liability to determine the actual existence of any Event of
Default claimed by Mortgagee.  Mortgagor hereby waives any right,
claim or demand which Mortgagor may now or hereafter have against any such payor
by reason of such payment of Rents and Profits to Mortgagee, and any such
payment shall discharge such payor's obligation to make such payment to
Mortgagor.  All Rents and Profits collected or received by Mortgagee
shall be applied against all expenses of collection, including, without
limitation, attorneys' fees, against costs of operation and management of the
Mortgaged Property and against the indebtedness secured hereby, in whatever
order or priority as to any of the items so mentioned as Mortgagee directs in
its sole subjective discretion and without regard to the adequacy of its
security.  Neither the exercise by Mortgagee of any rights under this
Section nor the application of any Rents and Profits to the secured indebtedness
shall cure or be deemed a waiver of any Default or Event of Default
hereunder.  The assignment of Leases and of Rents and Profits
hereinabove granted shall continue in full force and effect during any period of
foreclosure or redemption with respect to the Mortgaged
Property.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      1.4           Ground Leases, Leases or
Subleases.  Mortgagor shall pay when due all rents and other
payments which it may be required to pay and shall keep, observe and perform all
of the covenants, agreements, terms, conditions and provisions on its part to be
kept, observed and performed under any ground lease, lease or sublease which may
constitute a portion of or an interest in the Premises, shall require its
tenants or subtenants to keep, observe and perform all of the covenants,
agreements, terms, conditions and provisions on their part to be kept, observed
or performed under any and all ground leases, leases or subleases and shall not
suffer or permit any breach or default to occur with respect to the
foregoing.  In default thereof, Mortgagee shall have the right to
perform or to require performance of any such covenants, agreements, terms,
conditions or provisions of any such ground lease, lease or sublease and to add
any expense incurred in connection therewith to the indebtedness secured hereby,
which expense shall bear interest from the date of payment to the date of
recovery by Mortgagee at the rate of interest applicable at the relevant times
on the Notes (the “Default Rate”).  Any such expense incurred by
Mortgagee, with interest thereon, shall be immediately due and
payable.  Mortgagor shall not, without the consent of holders of a
majority in principal amount of the outstanding Notes in accordance with the
Security Agreement, consent to the modification, amendment, cancellation,
termination or surrender of any such ground lease, lease or
sublease.

      


      No
release or forbearance of any of Mortgagor's obligations under any such ground
lease, lease or sublease, pursuant to any such ground lease, lease or sublease,
or otherwise, shall release Mortgagor from any of its obligations under the
Mortgage.

      


      1.5           Required
Insurance.  Mortgagor shall, at Mortgagor's sole cost and
expense, maintain or cause to be maintained with respect to the Mortgaged
Property, and each part thereof, the following insurance:

      


      (a)           Insurance
against loss or damage to the Improvements by fire and any of the risks covered
by insurance of the type now known as “fire, broad form extended coverage and
vandalism and malicious mischief” perils, in an amount sufficient to prevent the
application of any co-insurance contributions in any loss and, in any event, not
less than the full replacement cost of the Improvements less foundations and
footings and Personalty and with no more than $25,000.00 deductible from the
loss payable for any casualty.  The policies of insurance carried in
accordance with this subparagraph (a) shall contain the “Replacement Cost
Endorsement”;

      


      (b)           [Intentionally
Omitted];

      


      (c)           Comprehensive
public liability insurance (including coverage for elevators and escalators, if
any, on the Premises and, on an “occurrence basis” against claims for “personal
injury” including without limitation bodily injury, death or property damage
occurring on, in or about the Premises and the adjoining streets, sidewalks and
passageways, in the amount of $1,000,000 per occurrence and $5,000,000 in the
aggregate (or such larger amount as may be required under Mortgagor's general
liability umbrella policy);

      


      (d)           Boiler
and machinery insurance covering pressure vessels, air tanks, boilers,
machinery, pressure piping, heating, air conditioning and elevator equipment and
escalator equipment, provided the Improvements contain equipment of such nature,
and insurance against loss of occupancy or use arising from any such breakdown,
on a replacement cost basis;

      


      (e)           Flood
insurance if any part of the Property is located in an area identified by the
Federal Emergency Management Agency as an area having special flood hazards and
in which flood insurance has been made available under the National Flood
Insurance Program in an amount equal to the lesser of (a) the minimum amount
required, under the terms of coverage, to compensate for any damage or loss on a
replacement basis (or the unpaid balance of the indebtedness secured hereby if
replacement cost coverage is not available for the type of building insured); or
(b) the maximum insurance available under the appropriate National Flood
Insurance Program.

      


      (f)           Such
other insurance and in such amounts as may from time to time be reasonably
required by Mortgagee against the same or other hazards.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      All
policies of insurance required by the terms of the Mortgage shall contain an
endorsement or agreement by the insurer that any loss shall be payable to
Mortgagee in accordance with the terms of such policy notwithstanding any act or
negligence of Mortgagor which might otherwise result in forfeiture of said
insurance, and the further agreement of the insurer waiving all rights of
setoff, counterclaim or deductions against Mortgagor.

      


      Mortgagor
may effect for its own account any insurance not required under this Section
1.5, but any such insurance effected by Mortgagor on the Premises, whether or
not so required, shall be for the mutual benefit of Mortgagor and Mortgagee and
shall be subject to the other provisions of the Mortgage.

      


      1.6           Delivery of Policies,
Payment of Premiums.  All policies of insurance shall be issued
by companies and in amounts in each company consistent with past
practice.  All policies of insurance shall have attached thereto the
standard non-contributory mortgagee endorsement or lender's loss payable
endorsement, as appropriate, for the benefit of Mortgagee satisfactory to
Mortgagee in form and substance.  Mortgagor shall furnish Mortgagee
with an original policy of all policies of required insurance.  At
least thirty (30) days prior to the expiration of each such policy, Mortgagor
shall furnish Mortgagee with evidence satisfactory to Mortgagee of the payment
of premium and the reissuance of a policy continuing insurance in force as
required by the Mortgage.  All such policies shall contain a provision
that such policies shall not be canceled or materially amended, which term shall
include any reduction in the scope or limits of coverage, without at least
thirty (30) days' prior written notice to Mortgagee.  If Mortgagor
fails to provide, maintain, keep in force or deliver and furnish to Mortgagee
the policies of insurance required by this Article I, Mortgagee may procure such
insurance or single-interest insurance for such risks covering Mortgagee's
interest, and Mortgagor shall pay all premiums thereon promptly upon demand by
Mortgagee, and until such payment is made by Mortgagor, the amount of all such
premiums together with interest thereon at the Default Rate shall be secured by
the Mortgage.

      


      1.7           Insurance Proceeds on Damage
or Destruction.

      


      (a)           In
the event of any partial or total damage to or destruction of the Improvements,
Mortgagor shall give immediate notice thereof to Mortgagee and shall, whether or
not any insurance proceeds are available or adequate for such purpose and
regardless of the dollar amount of such damage or loss, with reasonable
diligence at Mortgagor's own sole cost and expense, repair, restore or
reconstruct the Improvements or the portion thereof so damaged, to the condition
that it was in before said damage or destruction.

      


      (b)           The
adjustment of any loss with the carrier thereof must be approved by Mortgagee,
such approval not to be unreasonably withheld or delayed.

      


      (c)           Subject
to the rights of the holders of the Prior Mortgage, Mortgagee may, and is hereby
authorized to, at its option, collect and receipt for any such insurance
proceeds, the same to be dealt with as provided in this Mortgage.

      


      (d)           If
any portion of the Mortgaged Property is encumbered by the Prior Mortgage, any
insurance proceeds in excess of the amount thereof that is applied to the debts
secured by the Prior Mortgage and/or used for restoration or repair of the
Improvements, in either case, pursuant to the Prior Mortgage, shall be paid over
to Mortgagee and may, at the option of Mortgagee, either be applied by Mortgagee
to the payments of the indebtedness hereby secured in the inverse order of their
maturity only and shall not affect Mortgagor's obligations to continue to make
payments not prepaid pursuant to the foregoing or made available to Mortgagor
for repair or restoration of damage or destruction.  If none of the
Mortgaged Property is then encumbered by the Prior Mortgage, any insurance
proceeds shall be paid over to Mortgagee and may, at the option of Mortgagee,
either be applied by Mortgagee to the payments of the indebtedness hereby
secured in the inverse order of their maturity only and shall not affect
Mortgagors obligations to continue to make payments not prepaid pursuant to the
foregoing or made available to Mortgagor for repair or restoration of damage or
destruction; provided, however, that if there is then no Event of Default and
such insurance proceeds are less than $1,000,000, Mortgagee shall make the
proceeds available to Mortgagor for repair or restoration of the damage or
destruction.  If such insurance proceeds are made available for repair
or restoration of damage or destruction, the same may be held by Mortgagee and
disbursed for such repair or restoration in installments as the same is
accomplished.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (e)           Mortgagor
shall provide to Mortgagee copies of all correspondence and other submissions to
or from the holders of the Prior Mortgage relating to adjustment of insured
losses and repair or restoration of damage or destruction.

      


      1.8           Assignment of Policies Upon
Foreclosure.  In the event of foreclosure of the Mortgage or
other transfer of title or assignment of the Mortgaged Property, in whole or in
part, of the debt secured hereby, all right, title and interest of Mortgagor in
and to all policies of insurance required by this Article I shall inure to the
benefit of and pass to Mortgagee or any purchaser or grantee of the Mortgaged
Property, as the case may be.  Mortgagor hereby irrevocably appoints
Mortgagee its attorney-in-fact, coupled with an interest, to endorse any checks,
drafts or other instruments representing any proceeds of such insurance, whether
payable by reason of loss thereunder or otherwise.

      


      1.9           Indemnification;
Subrogation; Waiver of Offset.

      


      (a)           If
Mortgagee, its officers, employees, agents, or representatives, are made a party
defendant to any litigation concerning the Mortgage or the Mortgaged Property or
any part thereof or interest therein, or the construction, operation, or
occupancy thereof by Mortgagor or others, then Mortgagor shall indemnify, defend
and hold Mortgagee, its officers, directors, employees, agents, or
representatives, harmless from all liability by reason of said litigation,
including reasonable attorneys' fees, appraisers' fees and expenses incurred by
Mortgagee, its officers, directors, employees, agents, or representatives, in
any such litigation, whether or not any such litigation is prosecuted to
judgment.  If Mortgagee commences an action against Mortgagor to
enforce any of the terms hereof or because of the breach by Mortgagor of any of
the terms hereof, or for the recovery of any sum secured hereby, Mortgagor shall
pay to Mortgagee reasonable attorneys' fees and expenses and the right to such
attorneys' fees, appraisers' fees and expenses shall be deemed to have accrued
on the commencement of such action and shall be enforceable, whether or not such
action is prosecuted to judgment.

      


      (b)           Mortgagor
waives any and all right to claim or recovery against Mortgagee, its officers,
directors, employees, agents and representatives, for loss of or damage to
Mortgagor, the Mortgaged Property, Mortgagor's property or the property of
others under Mortgagor's control from any cause insured against or required to
be insured against by the provisions of the Mortgage.

      


      (c)           All
sums payable by Mortgagor hereunder shall be paid, unless specifically provided
otherwise herein without notice, demand, counterclaim, setoff, deduction or
defense and without abatement, suspension, deferment, diminution or reduction,
and the obligations and liabilities of Mortgagor hereunder shall in no way be
released, discharged, or otherwise affected.

      


      1.10           Taxes, Utilities and
Imposition.  Mortgagor shall pay, or cause to be paid and
discharged, on or before the last day on which they may be paid without penalty
or interest, all such duties, taxes, sewer rents, charges for water, and all
other utilities in the Improvements or on the Premises or any part thereof, and
any assessments and payments, usual or unusual, extraordinary or ordinary, which
shall be imposed upon or become due and payable or become a lien upon the
Premises or any part thereof and the sidewalks or streets in front thereof and
any vaults therein by virtue of any present or future law of the United States
or of the State, County, City or Town wherein the Premises are located (all of
the foregoing being herein collectively called “Impositions”).  In
default of any such payment of any Imposition, Mortgagee may pay the same and
the amount so paid by Mortgagee shall, at Mortgagee's option, become immediately
due and payable with interest thereon at the Default Rate and shall be deemed
part of the indebtedness secured by this Mortgage.

      


      If at any
time there shall be assessed or imposed (i) a tax or assessment on the Premises
in lieu of or in addition to the Impositions payable by Mortgagor pursuant to
this Section or (ii) a license fee, tax or assessment imposed on Mortgagee and
measured by or based in whole or in part upon the amount of the outstanding
obligations secured hereby, then all such taxes, assessments or fees shall be
deemed to be included within the term “Impositions” as defined in this Section,
and Mortgagor shall pay and discharge the same as herein provided with respect
to the payment of Impositions unless such payment is prohibited by law, in which
event the amount of such payment shall become part of the indebtedness secured
hereby.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Mortgagor
shall pay all mortgage, recording taxes payable with respect to the Mortgage or
other mortgage or transfer taxes due on account of the mortgage or the
indebtedness secured by this mortgage.

      


      Mortgagor
shall exhibit to Mortgagee the original receipts or other reasonably
satisfactory proof of the payment of all Impositions which may affect the
Mortgaged Property or any part thereof or the lien of the Mortgage, promptly
following the last date on which each such Imposition is payable hereunder
without interest or penalty.

      


      Notwithstanding
the foregoing, Mortgagor shall have the right, after prior notice to Mortgagee,
to contest the amount and validity of any Imposition affecting the Mortgaged
Property by appropriate proceedings conducted in good faith and with due
diligence and to postpone or defer payment thereof, if and so long
as:

      


      (a)           Such
proceedings shall operate to suspend the collection of such Imposition from
Mortgagor or the Mortgaged Property; or

      


      (b)           Neither
the Mortgaged Property nor any part thereof would be in immediate danger of
being forfeited or lost by reason of such proceedings, postponement or
deferment; and

      


      (c)           In
the case of any Imposition affecting the Mortgaged Property which might be or
become a lien, encumbrance or charge upon or result in any forfeiture or loss of
the Mortgaged Property or any part thereof, or which might result in loss or
damage to Mortgagor or Mortgagee, Mortgagor, prior to the date such Imposition
would become delinquent, shall have furnished Mortgagee with security
satisfactory to Mortgagee, and, if such security is furnished, Mortgagee shall
not have the right during the period of the contest to pay, remove or discharge
the Imposition.

      


      1.11           Mechanics'
Liens.  Mortgagor shall pay when due all claims and demands of
mechanics, materialmen, laborers and others for any work performed or materials
delivered for the Premises or Improvements; provided, however, that,
Mortgagor shall have the right to contest in good faith any such claim or
demand, so long as it does so diligently, by appropriate proceedings and without
prejudice to Mortgagee, and provided that neither the Mortgaged Property nor any
interest therein would be in any danger of sale, loss or forfeiture as a result
of such proceeding or contest.  In the event Mortgagor shall contest
any such claim or demand, Mortgagor shall promptly notify Mortgagee of such
contest and thereafter shall, upon request of holders of a majority in principal
amount of the outstanding Notes in accordance with the Security Agreement,
promptly provide a bond, cash deposit or other security satisfactory to
Mortgagee to protect Mortgagee's interest and security should the contest be
unsuccessful.  If Mortgagor shall fail to immediately discharge or
provide security against any such claim or demand as aforesaid, Mortgagee may do
so and any and all expenses incurred by Mortgagee, together with interest
thereon at the Default Rate from the date incurred by Mortgagee until actually
paid by Mortgagor, shall be immediately paid by Mortgagor on demand and shall be
secured by this Mortgage and by any other documents securing all or any part of
the indebtedness evidenced by the Notes.

      


      1.12           Maintenance, Repairs,
Alterations.  Mortgagor shall keep the Mortgaged Property or
cause the same to be kept in good condition and repair and fully protected from
the elements to the reasonable satisfaction of Mortgagee.  Mortgagor
shall not commit or permit any waste thereon and shall not do or permit any act
by which the Mortgaged Property shall become less valuable.  Mortgagor
shall not remove, demolish or substantially or structurally alter any building,
structure or other Improvement without the prior permission of holders of a
majority in principal amount of the outstanding Notes in accordance with the
Security Agreement, which shall not be unreasonably withheld or delayed, except
(x) such alterations as may be required by laws, ordinances or regulations, (y)
non-structural alterations costing less than $3,500,000 per project and (z)
erection or installation of shelves, bins, machinery and equipment of all kinds,
plumbing and wiring.  Any removals of shelves, bins, machinery and
equipment and other items from the Mortgaged Property shall be subject to the
provisions of the Security Agreement.  Mortgagor shall promptly
restore in like manner any Improvements which may be damaged or destroyed
thereon and shall pay when due all claims for labor performed and materials
furnished therefor; and Mortgagor shall use and operate, and shall require its
lessees or licensees to use or operate, the Mortgaged Property in compliance
with all applicable laws, ordinances, regulations, covenants, conditions, and
restrictions, and with all applicable requirements of any ground lease, lease or
sublease now or hereafter affecting the Premises or any part
thereof.  Mortgagee and its representative shall have access to the
Premises and Mortgaged Property at all reasonable times on notice to Mortgagor
to determine whether Mortgagor is complying with its obligations under this
Mortgage.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      1.13           Condemnation.  Should
the Mortgaged Property or any part thereof or interest therein be taken or
damaged by reason of any public use or improvement or condemnation proceeding,
or by alteration in grade of any street, or in any other manner
(“Condemnation”), or should Mortgagor receive any notice or other information
regarding a Condemnation, Mortgagor shall give prompt notice thereof to
Mortgagee.

      


      (a)           Mortgagee
shall be entitled to all compensation, awards and other payments or relief
granted in connection with a Condemnation unless used for restoration or repair
as a result of the Condemnation.  Mortgagor shall be entitled, at its
option, to commence, appear in and prosecute in its own name any action or
proceedings relating to the Condemnation.  Mortgagor shall not be
entitled to make any compromise or settlement in connection with a Condemnation
without the prior consent of the holders of a majority in principal amount of
the outstanding Notes in accordance with the Security Agreement, such consent
not to be unreasonably withheld or delayed.  All such compensation,
awards, payments, and relief, and proceeds awarded to Mortgagor (the “Proceeds”)
are hereby assigned to Mortgagee and Mortgagor agrees to execute such further
assignments of the Proceeds as Mortgagee may require.

      


      (b)           If
any portion of the Mortgaged Property is so taken or damaged, Mortgagee shall
have the option in its sole and absolute discretion to apply all the Proceeds,
after deducting therefrom all costs and expenses including reasonable attorneys'
fees, incurred by it in connection with the Proceeds, upon any indebtedness
secured hereby, or to apply all the Proceeds, after such deductions, to the
restoration of the Mortgaged Properly upon such conditions as Mortgagee may
determine.

      


      (c)           Any
amounts received by Mortgagee hereunder (after such deductions) shall, if
retained by Mortgagee, be applied in payment of any accrued interest and then in
reduction of the then outstanding principal of the indebtedness secured hereby,
notwithstanding that the same may not then be due and payable.  Any
amount so applied to principal shall be applied to the payment of installments
of principal due pursuant to the Notes in the inverse order of their due dates
and shall not affect Mortgagor's obligations to continue to make payments not
prepaid pursuant to the foregoing.

      


      (d)           Mortgagor
shall provide to Mortgagee copies of all correspondence and other submissions to
or from the holders of the Prior Mortgage relating to a
Condemnation.

      


      1.14           Actions Affecting the
Security of the Mortgage.  Mortgagor shall appear in and
contest any action or proceeding purporting to affect the security hereof or the
rights or powers of Mortgagee.  If any action or proceeding affecting
the Mortgaged Property or any part thereof shall be commenced, to which action
or proceeding Mortgagee is made a party or in which the right to use the
Mortgaged Property or any part thereof is threatened or in which, in the opinion
of Mortgagee, it becomes necessary to defend or uphold the lien of the Mortgage,
all sums paid by Mortgagee in connection therewith, including reasonable
attorneys' fees, shall be paid by Mortgagor, together with interest thereon at
the Default Rate, and any such sum and the interest thereon shall be deemed to
be part of the indebtedness secured by the Mortgage within ten (10) days after
rendition of a bill or statement therefor.

      


      1.15           Actions by Mortgagee to
Preserve Security, etc.  If Mortgagor fails to make any payment
or to do any act as and in the manner provided for in the Mortgage or the
Security Agreement, Mortgagee, in its own discretion, without obligation so to
do and upon ten (10) days' notice to or demand upon Mortgagor (except in an
emergency, in which case, no notice or demand is required of Mortgagee) and
without releasing Mortgagor from any obligation, may make or do the same in such
manner and to such extent as Mortgagee may deem necessary to protect the
security hereof.  Mortgagor shall pay upon demand all expenses
incurred or paid by Mortgagee (including reasonable attorneys' fees, appraisers'
fees and court, costs) on account of the exercise of any of the aforesaid rights
or privileges or on account of any litigation which may arise in connection with
the Mortgage or the Security Agreement or on account of any attempt, without
litigation, to enforce the terms of the Mortgage or the Security
Agreement.  If the Mortgaged Property or any part thereof shall be
advertised for foreclosure sale and not sold, Mortgagor shall pay all costs in
connection therewith.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      If
Mortgagee is called upon to pay any sums of money to protect or sustain the lien
of this Mortgage after ten (10) days' notice to and failure of the Mortgagor to
do so, all such monies advanced or due hereunder shall become immediately due
and payable, together with interest thereon at the Default Rate from the date of
such advance to the date of the actual receipt of payment thereof by
Mortgagee.

      


      Mortgagor
agrees that if Mortgagee shall obtain a money judgment, in accordance with the
terms and conditions of the indebtedness secured hereby and/or the Mortgage,
then interest thereon at the Default Rate shall accrue and be due and payable on
said money judgment from the date of entry thereof, until the said judgment is
paid in full.

      


      If the
Mortgage is placed in the hands of an attorney for the collection of any sum
payable hereunder, Mortgagor agrees to pay all costs of collection, including,
without limitation, reasonable attorneys' fees, appraisers' fees, costs and
expenses, incurred by Mortgagee, either with or without the institution of any
action or proceeding, and in addition all costs, disbursements and allowances
provided by law.  All such costs of collection incurred pursuant to
this Section shall be deemed to be part of the indebtedness secured by the
Mortgage.

      


      1.16           Survival of
Warranties.  Mortgagor shall satisfy and perform fully and
faithfully the obligations of Mortgagor contained in the Notes, the Security
Agreement and each agreement of Mortgagor incorporated by reference therein or
herein or issued by Mortgagor pursuant to the Security Agreement, and any
modification or amendment of any of the foregoing.  Copies of the same
are on file in the office of the Mortgagor.  All representations,
warranties and covenants of Mortgagor contained therein or incorporated by
reference shall survive the closing and funding of the indebtedness evidenced by
the Notes and shall remain continuing obligations, warranties and
representations of Mortgagor during any time when any portion of the obligations
secured by the Mortgage remains outstanding.

      


      1.17           Additional
Security.  If Mortgagee at any time holds additional security
for any of the obligations secured hereby, it may enforce the sale thereof or
otherwise realize upon the same, at its option, either before or concurrently
with or after a foreclosure or sale hereunder without being deemed to have made
an election thereby or of having accepted the security provided hereby or the
proceeds hereof or such additional security or the proceeds thereof in full
settlement of the Notes.

      


      1.18           Inspections,
etc.  Mortgagee, or its agents, representatives or workers, are
authorized to enter at any reasonable time on notice to Mortgagor upon or in any
part of the Premises for the purpose of inspecting the same or the Mortgaged
Property and for the purpose of performing any of the acts it is authorized to
perform under the terms of the Mortgage.  Mortgagor agrees to permit
the maintenance in a prominent place on the Premises during the period of any
construction of any Improvements of a financing sign by Mortgagee.

      


      1.19           Liens.  Mortgagor
shall pay and promptly discharge, at Mortgagor's cost and expense, all liens,
encumbrances and charges (other than this Mortgage or any prior encumbrance
referred to in Exhibit
C) upon the Mortgaged Property or any part thereof or interest therein,
except as hereinafter otherwise provided.  Mortgagor shall have the
right to contest in good faith the validity of any such lien, encumbrance or
charge, provided Mortgagor shall first deposit with Mortgagee a bond or other
security satisfactory to Mortgagee in such amounts as Mortgagee shall reasonably
require, but not more than one hundred twenty-five percent (125%) of the amount
of the claim, and provided further that Mortgagor shall thereafter diligently
proceed to cause such lien, encumbrance or charge to be removed and
discharged.  If Mortgagor shall fail to discharge any such lien,
encumbrance or charge, then, in addition to any other right or remedy of
Mortgagee, Mortgagee may, but shall not be obligated to, discharge the same,
either by paying the amount claimed to be due, or by procuring the discharge of
such lien, encumbrance, or charge by depositing in court a bond for the amount
claimed or otherwise giving security for such claim, or in such manner as is or
may be prescribed by law.  Any amount so paid by Mortgagee shall, at
Mortgagee's option, become immediately due and payable with interest thereon at
the Default Rate and shall be deemed part of the indebtedness secured by the
Mortgage.  Impositions that are liens are governed by the provisions
of Section 1.10 and not by this Section.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      1.20           Subordinate
Mortgages.  Mortgagor shall not create, assume or suffer to
exist in respect of the Mortgaged Property, or any part thereof, any mortgage or
lien (other than the Mortgage), without the prior written consent of holders of
a majority in principal amount of the outstanding Notes in accordance with the
Security Agreement, which consent shall not be unreasonably
withheld.

      


      1.21           Continued
Occupancy.  If at any time the then existing use or occupancy
of any part of the Mortgaged Property shall, pursuant to any zoning or other
law, ordinance or regulation, be permitted only so long as such use or occupancy
shall continue, Mortgagor shall promptly advise Mortgagee thereof and shall not
cause or permit such use or occupancy to be discontinued without the prior
consent of holders of a majority in principal amount of the outstanding Notes in
accordance with the Security Agreement.

      


      1.22           Transfer.  Except
to the extent provided in Section 4.13, Mortgagor shall not sell, lease,
encumber or otherwise transfer any of its interest or ownership in the Mortgaged
Property without the written consent of holders of a majority in principal
amount of the outstanding Notes in accordance with the Security
Agreement.

      


      


      ARTICLE
11

      


      SECURITY
AGREEMENT

      


      2.1           Creation of Security
Interest.  Mortgagor hereby grants to Mortgagee a security
interest as contemplated by the Uniform Commercial Code as in effect in
Connecticut, in the Fixtures, Proceeds, Rents, Profits, and Personalty
(collectively, the “Collateral”) located on or at the Mortgaged Property, now or
hereafter used in the operation of the Mortgaged Property, whether or not
located on or at the Mortgaged Property, and all accessions and accessories
thereto, substitutes and replacements therefor and any interest now existing or
hereafter arising with respect thereto for the purpose of securing all
obligations of Mortgagor set forth in the Mortgage.

      


      2.2           Warranties, Representations
and Covenants of Mortgagor.  Mortgagor hereby warrants,
represents and covenants as follows:

      


      (a)           Except
for the security interest granted hereby, the security interest under the Prior
Mortgage and any other security interest that exists on the date hereof that has
been disclosed to and approved by Mortgagee in writing, Mortgagor is, and as to
portions of the fixtures to be acquired after the date hereof will be, the sole
owner of the Collateral, free from any adverse lien, security interest,
encumbrance or adverse claims thereon of any kind
whatsoever.  Mortgagor shall notify Mortgagee of, and will defend the
Collateral against, all claims and demands of all persons at any time claiming
the same or any interest therein.

      


      (b)           Except
for any lease permitted under the Security Agreement or Security Agreement,
Mortgagor shall not lease, sell, convey, pledge, encumber, or in any manner
transfer the Collateral without the prior consent of holders of a majority in
principal amount of the outstanding Notes in accordance with the Security
Agreement, which consent may be withheld in Mortgagee's sole
discretion.

      


      (c)           The
Collateral is not used or bought for personal, family or household
purposes.

      


      (d)           The
Collateral shall be kept on or at the Mortgaged Property and Mortgagor shall not
remove the Collateral from the Mortgaged Property without the prior consent of
holders of a majority in principal amount of the outstanding Notes in accordance
with the Security Agreement, except such portions or items of Collateral as are
consumed or worn out in ordinary usage, all of which shall be promptly replaced
by Mortgagor and except to the extent and on the terms provided in the Security
Agreement.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (e)       
   Mortgagor maintains a place of business in the State of
Connecticut and Mortgagor shall immediately notify Mortgagee in writing of any
change in its place of business as set forth in the beginning of the
Mortgage.

      


      (f)       
    All covenants and obligations of Mortgagor contained
herein relating to the Mortgaged Property shall be deemed to apply to the
Collateral, whether or not expressly referred to herein.

      


      (g)        
  The Mortgage constitutes a Security Agreement as that term is used
in the Uniform Commercial Code of the State of Connecticut.

      


      


      ARTICLE
III

      


      DEFAULTS
AND REMEDIES

      


      3.1            Events of
Default.  Any one or more of the following shall constitute an
Event of Default under the Mortgage and the Security Agreement:

      


      (a)           The
occurrence of any Event of Default under the  Notes or the Security
Agreement or any other instrument given by or agreement made by Mortgagor
pursuant to or in connection with the Notes or the Security
Agreement.

      


      (b)           Failure
of Mortgagor to pay, when due or, if no time for payment is specified, within
thirty (30) days after rendition of an bill or statement therefor, the amount of
any costs, expenses or fees (including attorneys' fees) of Mortgagee, as
required by any provision of the Mortgage with any interest thereon as provided
in the Mortgage.

      


      (c)           Failure
to pay any Imposition or insurance premium required hereunder when the same
shall be due or to exhibit to Mortgagee, within ten (10) days after written
demand therefor, proof of payment of any Imposition or insurance premium
required hereunder.

      


      (d)           The
actual or threatened alteration, demolition or removal of any of the
Improvements in contravention of the provisions of this Mortgage without the
prior consent of Mortgagee.

      


      (e)           Damage
to any of the Improvements or Collateral in any manner, to the extent of more
than $50,000 which is not replaced by Mortgagor within a reasonable period of
time after such damage (including a reasonable period of time for Mortgagor to
obtain any insurance proceeds on account of such damage).

      


      (f)   
        Failure to maintain the
Improvements and Collateral in good repair in accordance with Section 1.12
hereof.

      


      (g)           Failure
to comply with any requirements or order or notice of violation or ordinance
issued by any governmental authority claiming jurisdiction over the Mortgaged
Property within the time specified in such order, notice, law, ordinance, or
regulation as the same may be extended or stayed, or, if not so specified,
within three (3) months from the issuance thereof.

      


      (h)           The
passage of any law deducting from the value of land for the purposes of taxation
any lien thereon, or changing in any way the taxation of mortgages or debts
secured thereby, if Mortgagor cannot or does not pay the same.

      


      (i)     
      Failure of Mortgagor for thirty (30) days
after notice to substantially comply with or perform, or any material breach or
violation by Mortgagor of, any warranty, representation, covenant, agreement,
prohibition, restriction or condition contained herein, in the Security
Agreement, or in any other instrument given by or agreement made by Mortgagor
pursuant to or in connection with the Security Agreement.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (j) 
          The institution of
any bankruptcy, reorganization or insolvency proceedings against Mortgagor or
other owner of the Mortgaged Property or the appointment of a receiver or a
similar official with respect to any part of the Mortgaged Property or all or a
substantial part of the properties of Mortgagor or other owner of the Mortgaged
Property and a failure to have such proceedings dismissed or such appointment
vacated within a period of ninety (90) days.

      


      (k)           The
institution of any voluntary bankruptcy, reorganization or insolvency
proceedings by Mortgagor or other owner of the Mortgaged Property, or the
appointment of a receiver or a similar official with respect to any part of the
Mortgaged Property or all or a substantial part of the properties of Mortgagor
or other owner of the Mortgaged Property.

      


      (1)           Any
sale, assignment, transfer, conveyance or other change in the legal or equitable
title to the Mortgaged Property, or any portion thereof (including the execution
of any contract of sale relating thereto but excluding leases which are governed
by Section 4.13), whether voluntarily or involuntarily by operation of law and
whether or not of record or for consideration without Mortgagee's written
consent, which consent may be given or withheld by Mortgagee in its sole and
absolute discretion.

      


      (m)           The
creation of any lien or encumbrance on the Mortgaged Property, including,
without limitation, any junior financing on the Mortgaged Property but not
including easements for utilities or rights of way that do not materially and
adversely impact on the value of the Mortgaged Property.

      


      (n)           The
occurrence of any default or Event of Default under any other encumbrance
affecting the Mortgaged Property, including, specifically, but not limited to,
the Prior Mortgage on the Mortgaged Property, or any part thereof.

      


      (o)           The
dissolution or liquidation of Mortgagor.

      


      3.2           Acceleration Upon Default;
Additional Remedies.  In the event that one or more of the
Events of Default as above provided shall occur and be continuing and subject to
the subordination provisions set forth herein, in the Security Agreement and in
the Notes, the remedies available to Mortgagee shall include, but not
necessarily be limited to, any one or more of the following:

      


      (a)           Mortgagee
may declare the entire unpaid balance of the indebtedness secured hereby due and
payable in full in accordance with the Security Agreement.

      


      (b)           Mortgagee
may take immediate possession of the Mortgaged Property or any part thereof
(which Mortgagor agrees to surrender to Mortgagee) and manage, control or lease
the same to such person or persons and at such rental as it may deem proper; and
collect, with or without taking possession of the Mortgaged Property, all the
Rents and Profits therefrom, including those past due as well as those
thereafter accruing, with the right in Mortgagee to cancel any lease, sublease
or tenancy for any cause which would entitle Mortgagor to cancel the same; to
make such expenditures for maintenance, repairs and costs of operation as it may
deem advisable; and after deducting the cost thereof including the fee of a
third-party property manager if one is engaged by Mortgagee, to apply the
residue to the payment of any sums which are unpaid on the indebtedness secured
hereby.  The taking of possession and/or the collection of rents under
this paragraph shall not prevent concurrent or later proceedings for the
foreclosure of the Mortgaged Property as provided elsewhere herein.

      


      (c)           Mortgagee
may apply to any court of competent jurisdiction for the appointment of a
receiver or similar official to manage and operate the Mortgaged Property, or
any part thereof, and to apply the Rents and Profits therefrom to the payment of
the interest and principal of the indebtedness due under the Notes and any other
obligations of Mortgagor to Mortgagee hereunder.  In the event of such
application, Mortgagor consents to the appointment of such receiver or similar
official and agrees that such receiver or similar official may be appointed
without notice to Mortgagor, without regard to the adequacy of any security for
the debt and without regard to the solvency of Mortgagor or any other person,
firm or corporation who or which may be liable for the payment of the
indebtedness secured hereby.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (d)           Mortgagee
may exercise any or all of the remedies available to a secured party under the
Connecticut Uniform Commercial Code, including, but not limited to:

      


      (1)           Either
personally or by means of a court appointed receiver, to take possession of all
or any of the Collateral and exclude therefrom Mortgagor and all others claiming
under Mortgagor, and thereafter to hold, store, use, operate, manage, maintain
and control, make repairs, replacements, alterations, additions and improvements
to and exercise all rights and powers of Mortgagor in respect to the Collateral
or any part thereof.  In the event Mortgagee demands or attempts to
take possession of the Collateral in the exercise of any rights under any of the
instruments which secure the Notes, Mortgagor promises and agrees to promptly
turn over and deliver complete possession thereof to Mortgagee;

      


      (2)           Without
notice to or demand upon Mortgagor, to make such payments and do such acts as
Mortgagee may deem necessary to protect its security interest in the Collateral,
including without limitation, paying, purchasing, contesting or compromising any
encumbrance, charge or lien which is prior to or superior to the security
interest granted hereunder, and in exercising any such powers or authority to
pay all expenses incurred in connection therewith;

      


      (3)           To
require Mortgagor to assemble the Collateral or any portion thereof at a place
designated by Mortgagee and reasonably convenient to both parties, and promptly
to deliver such Collateral to Mortgagee, or an agent or representative
designated by it.  Mortgagee, and its agents and representatives,
shall have the right to enter upon any or all of Mortgagor's premises and
property to exercise Mortgagee's rights hereunder;

      


      (4)           To
sell, lease or otherwise dispose of the Collateral at public sale, with or
without having the Collateral at the place of sale, and upon such terms and in
such manner as Mortgagee may determine.  Mortgagee may be a purchaser
at any such sale, and unless the Collateral are perishable or threaten to
decline speedily in value or are of a type customarily sold on a recognized
market, Mortgagee shall give Mortgagor at least ten (10) days' prior written
notice of the time and place of any public sale of the Collateral or other
intended disposition thereof.  Such notice may be mailed to Mortgagor
at the address hereinafter set forth for notices.

      


      (e)           Mortgagee
shall have the right to foreclose the Mortgage and in an action or proceeding to
foreclosure the Mortgage, the Mortgaged Property may be foreclosed in parts or
as an entirety.

      


      3.3           Additional
Provisions.  Mortgagor expressly agrees as
follows:

      


      (a)           All
remedies available to Mortgagee with respect to the Mortgage shall be cumulative
and may be pursued concurrently or successively.  No delay by
Mortgagee in exercising any such remedy shall operate as a waiver thereof or
preclude the exercise thereof during the continuance of that or any subsequent
default.

      


      (b)           The
obtaining of a judgment or decree on the Notes, shall not in any manner affect
the lien of the Mortgage upon the Mortgaged Property, and the debt represented
by said judgment or decree shall be secured hereby to the same extent as the
Notes are now secured.

      


      (c)           The
only limitation upon the foregoing agreements as to the exercise of Mortgagee's
remedies is that there shall be but one full and complete satisfaction of the
indebtedness secured hereby.

      


      3.4           Remedies Not
Exclusive.  Mortgagee shall be entitled to enforce payment of
any indebtedness secured hereby and performance of all obligations contained
herein and to exercise all rights and powers under the Mortgage or under any
other agreement of Mortgagor or any laws now or hereafter in force,
notwithstanding that some or all of the said indebtedness and obligations
secured hereby may now or hereafter be otherwise secured, whether by mortgage,
deed of trust, pledge, lien, assignment or otherwise.  Neither the
acceptance of the Mortgage nor its enforcement shall prejudice or in any manner
affect Mortgagee's right to realize upon or enforce any other security now or
hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled to
enforce the Mortgage and any other security now or hereafter held by Mortgagee
in such order and manner as Mortgagee may in its absolute discretion
determine.  No remedy herein conferred upon or reserved to Mortgagee
is intended to be exclusive of any other remedy herein or by law provided or
permitted, but each shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute.  Every power or remedy given to Mortgagee or to which it
otherwise may be entitled may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Mortgagee and it may
pursue inconsistent remedies.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      ARTICLE
IV

      


      MISCELLANEOUS

      


      4.1           Successors and
Assigns.  In the event title to the Mortgaged Property or any
portion thereof becomes vested in other than Mortgagor, Mortgagee may, without
notice to Mortgagor, deal with such successor or successors in interest with
reference to the Mortgage and the debt hereby secured in the same manner as with
Mortgagor, and such action shall in no way affect the liability of Mortgagor
hereunder or under the indebtedness secured hereby or the lien or priority of
the Mortgage with respect to any part of the Mortgaged Property.  All
provisions of the Mortgage shall be binding upon and inure to the benefit of the
parties thereto and their respective heirs, executors, administrators,
successors and assigns, except as otherwise herein expressly
provided.

      


      4.2           Notices.  All
notices, demands, requests, permissions, consents or approvals (“Notices”) given
by either party hereto to the other party shall be in writing and, if sent by
telecopier or facsimile transmission followed by a hard copy sent by regular
mail.  All notices, demands and requests by Mortgagee to Mortgagor
shall be deemed given (a) if sent by United States registered or certified mail,
postage prepaid, return receipt requested, three business days after being
postmarked, (b) if sent by overnight delivery service, when received at the
applicable address or when delivery is refused or (c) if sent by telecopier or
facsimile transmission, when receipt of such transmission is acknowledged,
addressed as follows:

      


      If to
Mortgagee:

      


      Howard S.
Modlin and John L. Segall

      c/o
Weisman Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Attention:  Gerald
Gordon

      


      Copy
to:

      


      Weisman
Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Telecopy
212-371-5400

      Attention:   William
F. Treanor, Esq.

      


      If to
Mortgagor:

      


      GDC
Naugatuck, Inc.

      6 Rubber
Avenue

      Naugatuck,
Connecticut 06670

      Telecopy:  203-729-3182

      Attention:  William
Henry, Chief Financial Officer


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Copy
to:

      


      Weisman
Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Telecopy:  212-371-5407

      Attention:  William
F. Treanor, Esq.

      


      Mortgagor
or Mortgagee may change the address to which notices are to be given by notice
to the other as provided herein.

      


      Mortgagor
shall deliver to Mortgagee, promptly upon receipt of same, copies of all
notices, certificates, documents and instruments received by it which materially
affect any part of the Mortgaged Property covered hereby, including, notices
from any lessor, lessee, sublessee or mortgagee claiming that Mortgagor is in
default under any terms of any lease, sublease or mortgage.

      


      4.3           Modifications in
Writing.  This Mortgage may not be changed, terminated or
modified orally or in any other manner than by an instrument in writing signed
by the party against whom enforcement is sought.

      


      4.4           Captions.  The
captions or headings at the beginning of each Section hereof are for the
convenience of the parties and are not a part of the Mortgage.

      


      4.5           Invalidity of Certain
Provisions.  If any term, clause or provision of the Mortgage
shall be adjudged to be invalid, the validity of the remainder shall not be
affected thereby, and each such term, clause, and provision shall be valid and
enforceable to the fullest extent permitted by law.  If the lien of
the Mortgage is adjudged to be invalid or unenforceable as to any part of the
debt, or if the lien is invalid or unenforceable as to any part of the Mortgaged
Property, the unsecured portion of the debt as determined by Mortgagee may at
Mortgagee's option be declared due and payable and shall be completely paid
prior to the payment of the secured portion of the debt, and all payments made
on the debt, whether voluntary or otherwise, shall be considered to have been
first paid on and applied to the full payment of that portion of the debt which
is not secured or fully secured by the lien of the Mortgage.

      


      4.6           Governing Law and
Construction of Clauses.  This Mortgage shall be governed and
construed by the laws of the State of Connecticut.

      


      4.7           Terms.  The
words “Mortgagor” and “Mortgagee,” together with any pronoun or pronouns in
connection therewith (and the possessive form of any such pronoun or pronouns),
shall include the singular, plural, masculine, feminine and neuter, as the
context may require.  Whenever used, the singular number shall include
the plural, the plural the singular, and the use of any gender shall include all
genders, as the context may require.  Any list of one or more items
preceded by the word “including” shall not be deemed limited to the stated items
but shall be without limitation.

      


      4.8           Counting of
Days.  The term “days” when used herein shall mean calendar
days.  If any time period ends on a Saturday, Sunday or holiday
officially recognized by the state within which the Improvements are located,
the period shall be deemed to end on the next succeeding business
day.  The term “business day” when used herein shall mean a weekday,
Monday through Friday, except a legal holiday or a day on which banking
institutions in the State in which the Improvements are located are authorized
by law to be closed.

      


      4.9           No
Merger.  It is the desire and intention of the parties hereto
that this Mortgage and the lien hereof do not merge in fee simple title to the
Premises.  It is hereby understood and agreed that should Mortgagee
acquire any additional or other interests in or to the Premises or the ownership
thereof, then, unless a contrary intent is manifested by Mortgagee as evidenced
by an appropriate document duly recorded, this Mortgage and the lien hereof
shall not merge in such other or additional interests in or to the Premises,
toward the end that this Mortgage may be foreclosed as if owned by a stranger to
said other or additional interests.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      4.10          Counterparts.  This
Mortgage may be executed in any number of counterparts, each of which shall be
effective only upon delivery and thereafter shall be deemed an original, and all
of which shall be taken to be one and the same instrument, for the same effect
as if all parties hereto had signed the same signature page.  Any
signature page of this Mortgage may be detached from any counterpart of this
Mortgage without impairing the legal effect of any signatures thereon and may be
attached to another counterpart of this Mortgage identical in form hereto but
having attached to it one or more additional signature pages.

      


      4.11          Prejudgment
Remedies.  MORTGAGOR
ACKNOWLEDGES THAT (A) THE TRANSACTION OF WHICH THIS MORTGAGE IS A PART IS A
COMMERCIAL TRANSACTION, AND NOT A CONSUMER TRANSACTION AND TO THE EXTENT
PERMITTED BY LAW WAIVES ANY RIGHT TO A NOTICE AND HEARING OR TO SEEK MORTGAGEE
TO POST A BOND UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES OR OTHER
STATUTE OR STATUTES AFFECTING PREJUDGMENT REMEDIES AND AUTHORIZES HOLDER'S
ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER, PROVIDED
THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER, AND FURTHER WAIVES ANY
RIGHT TO A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING IN ANY ACTION OR
PROCEEDING BETWEEN MORTGAGEE AND MORTGAGOR OR THEIR SUCCESSORS, UNDER OR
CONNECTED WITH THIS MORTGAGE OR ANY OF ITS PROVISIONS, AND (B) THE OBLIGATION
EVIDENCED BY THIS MORTGAGE IS AN EXEMPTED TRANSACTION UNDER THE TRUTH-IN-LENDING
ACT, 15 U.S.C. §1601 ET SEQ.

      


      4.12          Open End
Mortgage.  This is an “open-end” mortgage and the holder hereof
shall have all the rights, powers and protection to which the holder of any
open-end mortgage is entitled.  Additional loans shall be evidenced by
a note or notes of GDC and/or recorded on the books of account of Mortgagee. All
present loans aggregate $2,080,945.21 as of November 30, 2006 plus accrued
interest and shall not exceed $3,000,000 or such lesser amount as approved by
the Lenders.  It is further agreed that upon request of Mortgagor,
Mortgagee may hereafter, at its option, at any time before full payment of this
Mortgage, make further advances to Mortgagor in amounts and at such rates of
interest as Mortgagee shall determine, and all such additional loans and every
such further advance, with interest, shall be secured by this Mortgage and
evidenced by an additional note or notes given by Mortgagor.

      


      4.13          Leases.  Mortgagor
may, from time to time, enter into Leases for all or any portion of the Premises
without the consent of Mortgagee or notice to Mortgagee, provided, however, the
Mortgagor shall not enter into a Major Lease (as hereafter defined) unless and
until (1) Mortgagor shall give Mortgagee fifteen (15) days prior written notice
of its intent (the “Major

      


      Lease
Notice”) to enter the Major Lease, together with a copy of such proposed Major
Lease; and (2) Mortgagor shall deliver to Mortgagee simultaneously with such
Major Lease Notice a legal opinion from counsel reasonably acceptable to
Mortgagee stating that entering into the Major Lease by Mortgagor shall have no
material adverse effect on the priority and validity of the lien granted
hereunder. subject to bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights as to which no opinion need be
expressed.  Mortgagee agrees that Mortgagee, at the request of
Mortgagor, will enter into a Subordination, Non-Disturbance and Attornment
Agreement in the form annexed as Exhibit D (the
“Non-Disturbance Agreement”) with the lessee or tenant under any
lease.  Mortgagor may terminate or consent to the cancellation or
surrender of any of the Leases or of any part thereof, now existing or hereafter
to be made, modify any Lease so as to shorten the unexpired term thereof or so
as to decrease, waive or compromise in any manner the amount of the rents
payable thereunder or modify, release or terminate any guaranties of any Lease
or otherwise deal with any lease, any of which actions of Mortgagor shall,
however, be subject to the terms of any Non-Disturbance Agreement entered into
between Mortgagee and Lessee or tenant of Mortgagor, if any.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Notwithstanding
the foregoing, Mortgagee may, at its discretion, withhold entering into the
Non-Disturbance Agreement for a Major Lease if (i) such tenant under the Major
Lease does not have a credit rating (according to Dun & Bradstreet or other
recognized national credit rating organization) equal to or greater than the
borrowers under the Notes on a consolidated basis; (ii) the term of the Lease
would not extend beyond the maturity date of the Notes (except that if the Lease
is of the entire Premises this clause (ii) shall not apply); (iii) the rent is
not the fair market rent at the inception of the Lease; and (iv) the use under
the Lease violates zoning or other similar laws applicable to the Mortgaged
Property or is a use which requires the tenant to register as a generator of
hazardous wastes with the appropriate governmental authorities except to the
extent such use is now being carried on by Mortgagor at the Mortgaged Property
but excluding any such use which violates any governmental laws, ordinances,
orders or directives, rules or regulations affecting the Mortgaged Property,
including rules and regulations of any Board of Fire Underwriters (or other
agency exercising similar functions) having jurisdiction over the Mortgaged
Property.

      


      Notwithstanding
the foregoing, nothing herein contained shall prohibit or limit Mortgagor from
permitting any corporate affiliate of Mortgagor to use or occupy the Premises or
any part thereof without notice to Mortgagee.

      


      (b)           “Major
Lease” shall mean any lease which is for more than thirty (30)% of the area of
the improvements located on the Premises.

      


      NOW,
THEREFORE, if the indebtedness secured hereby shall be well and truly paid
according to its tenor, and if all agreements and provisions contained in the
Notes, the Security Agreement or any other instrument given by or agreement made
by Mortgagor pursuant to or in connection with the Security Agreement are fully
kept and performed, then this Mortgage shall become null and void; otherwise to
remain in full force and effect.

      


      IN
WITNESS WHEREOF, Mortgagor has hereunto set or caused to be set its hand as of
the day and year first hereinbefore written.

      



      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Signed
and Delivered

      in the
presence of:

      


      


      
        
          	 
      	
                  GDC
      Naugatuck. Inc.,

                
	
                  Print
      Name:

                	
                  a
      Delaware corporation

                


        

      

      


      


      


      
        
          
            	 
      	 
      	
                    By:

                  	 
      	 
      
	
                    Print
      Name:

                  	 
      	
                    Name: 
      

                  	
                    William
      G. Henry

                  	 
      
	 
      	 
      	
                    Title:

                  	
                    Vice
      President

                  	 
      


          

        

      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      


      
        	
                STATE
      OF

              	
                )

              
	
                 
      

              	
                )
      ss:

              
	
                COUNTY
      OF

              	
                )

              


      

      


      On this
the ___ day of _______, 2006, before me the undersigned officer, personally
appeared William G. Henry who acknowledged himself/herself to be the Vice
President of GDC Naugatuck, Inc., a Delaware corporation, signer and sealer of
the foregoing instrument, and that he/she as such officer, being authorized so
to do, acknowledged the execution of the same to be his/her free act and deed as
such officer and the free act and deed of said corporation.

      


      IN
WITNESS WHEREOF, I hereunto set my hand.

       

      
        
          	 
      	 
      	 
      
	 
      	
                  Commissioner
      of the Superior Court

                	 
      
	 
      	
                  Notary
      Public

                	 
      
	 
      	 
      	 
      
	 
      	
                  My
      Commission Expires:

                	 
      


        

      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      Schedule of
Notes

      


      


      
        
          
            
              
                	
                        Date

                         

                        December
      9, 2005

                        December
      9, 2005

                        December
      9, 2005

                        December
      9, 2005

                        December
      9, 2005

                        December
      9, 2005

                        December
      9, 2005

                        December
      9, 2005

                        April
      20, 2006

                      	
                        Payee

                         

                        Howard
      S.  Modlin

                        John
      L. Segall

                        Howard
      S.  Modlin

                        John
      L. Segall

                        Howard
      S.  Modlin

                        John
      L. Segall

                        Howard
      S. Modlin

                        Howard
      S. Modlin

                        Howard
      S. Modlin

                      	
                        Principal Amount ($)

                         

                        343,315.07

                        343,315.07

                        143,047.95

                        143,047.95

                        146,164.38

                        146,164.38

                        286,095.89

                        279,794.52

                        250,000.00

                      


              

            

          

        

      


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      A certain
piece or parcel of land located in the Borough of Naugatuck, County of New
Haven, State of Connecticut, said Parcel contains 492,304 sq. ft. (11.30 acres)
of land and is more particularly described as follows:

      


      Beginning
at a point on the southerly street line of Maple Street, said point being marked
by a monument:

      


      Thence
running southerly along land n/f of H. and S. Realty and R. Smith, each in part,
in a line which makes an interior angle of 85°-37'-30” with the southerly street
line of Maple Street, a distance of 103.71 feet to a point;

      


      Thence
running easterly along land n/f of said R. Smith and Water Street, each in part,
in a line which makes an interior angle of 276°-36'-00”, a distance of 176.18
feet to a point:

      


      Thence
running southerly along land n/f of Penn Central Transportation Company in a
line which makes an interior angle of 76°-07'-35” with the last herein before
described line a distance of 45.81 feet to a point of curvature.

      


      Thence
continuing southerly along land of said Penn Central Transportation Company in a
curved line (concave to the east), said curved line having a radius of 2685.90
feet, a distance of 678.73 feet to a point of tangency;

      


      Thence
continuing southerly along land of said Penn Central Transportation Company, a
distance of 228.18 feet to point:

      


      Thence
continuing southerly in a line which makes an interior angle of 168°-25'-05”
with the last herein before described line along land of said Penn Central
Transportation Company, a distance of 57.15 feet to a point;

      


      Thence
continuing southerly in a line which makes an interior angle of 183°-56'-55”
with the last herein before described line along land of said Penn Central
Transportation Company, a distance of 52.13 feet to a point.

      


      Thence
continuing southerly in a line which makes an interior angle of 196°-15'-33”
with the last herein before described line along land of said Penn Central
Transportation Company, a distance of 270.86 feet to a point:

      


      Thence
continuing southerly in a line which makes an interior angle of 184°-01'-32”
with the last herein before described line along land of said Penn Central
Transportation Company, a distance of 220.93 feet to a point;

      


      Thence
running westerly in a line which makes an interior angle of 96°-03'-22” with the
last herein before described line along land of said Penn Central Transportation
Company, a distance of 276.77 feet to a point in the easterly street line of Elm
Street.

      


      Thence
running northerly along the easterly street line of Elm Street in a curved line
(concave to the east), said curved line having a radius of 1106.28 feet, a
distance of 122.26 feet to a point of compound curvature;

      


      Thence
continuing northerly along said easterly street line of Elm Street in a curved
line (concave to the east), said curved line having a radius of 1678.12 feet, a
distance of 169.45 feet to a point of tangency;


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Thence
continuing northerly along said easterly street line of Elm Street, a distance
of 78.84 feet to a point;

      


      Thence
continuing northerly along said easterly street line of Elm Street in a line
which makes an interior angle of 177°-2l'-24” with the last herein before
described line, a distance of 218.99 feet to a point of curvature.

      


      Thence
running northerly in a curved line (concave to the south east), said curved line
having a radius of 12.00 feet, a distance of 7.98 feet to a point of
tangency);

      


      Thence
running northwesterly along the easterly end of Rubber Avenue, a distance of
70.71 feet to a point of curvature;

      


      Thence
running northeasterly along the proposed easterly street line of South Water
Street (a/k/a Old Firehouse Road) in a curved line (concave to the northwest),
said curved line having a radius of 360.00 feet, a distance of 179.14 feet to a
point of tangency.

      


      Thence
running northerly along said proposed easterly street line of South Water Street
(a/k/a Old Firehouse Road), a distance of 771.49 feet to a point,

      


      Thence
continuing northerly along said proposed easterly street line of South Water
Street (a/k/a Old Firehouse Road) in a line which makes an exterior angle of
179°-24'-00” with the last herein before described line, a distance of 156.19
feet to a point on the southerly street line of said Maple Street;

      


      Thence
running easterly along said southerly street line of Maple Street in a line
which makes an interior angle of 86°-02'-30” with the last herein before
described line, a distance of 204.83 feet to the point and place of
beginning.

      


      The
property is shown on a certain survey entitled “Property of GDC Naugatuck, Inc.
Naugatuck, Connecticut Scale: 1” = 40'“, sheets 1 and 2 of 2, dated December 23,
1985 and last revised October 17, 1997, by Robert H. Mansfield, Clarence Blair
Associates, Inc., 341 Quinnipiac Avenue, New Haven,
Connecticut.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      ENCUMBRANCES

      


      1           Mortgage
from GDC Naugatuck, Inc. to Ableco Finance, LLC, as arranger and administrative
agent for the lenders under that certain Loan and Security Agreement dated as of
August 20, 2002 (as amended, supplemented or otherwise modified from time to
time, the “Senior Loan Agreement”), dated September 15, 2003 and recorded
September 12, 2003 in Volume 641 at Page 691 et seq. of the Naugatuck Land
Records as Document No. 9800.

      


      2.           UCC
Financing Statement from GDC Naugatuck, Inc. to Ableco Finance, LLC, as arranger
and administrative agent, dated September 15, 2003 and recorded in Volume ___ at
Page ____ of the Naugatuck Land Records.

      


      3.           Right
of way to Borough of Naugatuck set forth in a deed dated April 1, 1909 and
recorded in Volume 45 at Page 210 and 214 and as reserved in a deed dated March
12, 1909 and recorded in Volume 45 at Page 205 of the Naugatuck Land
Records.

      


      4.           Reservations,
conditions, agreements and encumbrances set forth in a deed dated March 7, 1952
and recorded in Volume 105 at Page 418; as partially released by Quit Claim Deed
dated April 18, 1985 and recorded in Volume 264 at Page 161; as modified by a
Quit Claim Deed dated May 29, 1985 and recorded in Volume 267 at Page 44 of the
Naugatuck Land Records.

      


      5.           Reservations,
conditions, agreements and encumbrances set forth in a deed dated November 10,
1953 and recorded in Volume 112 at Page 340; as partially released by Quit Claim
Deed dated April 18, 1985 and recorded in Volume 264 at Page 161; as modified by
a Quit Claim Deed dated May 29, 1985 and recorded in Volume 267 at Page 44 of
the Naugatuck Land Records.

      


      6.           Easement
to the Connecticut Light and Power Company dated July 18, 1955 and recorded in
Volume 116 at Page 356 of the Naugatuck Land Records.

      


      7.           Easement
to the Connecticut Light and Power Company dated May 13, 1918 and recorded in
Volume 61 at Page 333 of the Naugatuck Land Records.

      


      8.           Agreement
between United States Rubber Company and Morris Rosenblatt dated March 20, 1937
and recorded in Volume 85 at Page 178 of the Naugatuck Land
Records.

      


      9.           Easement
to the Borough of Naugatuck dated February 11, 1955 and recorded in Volume 116
at Page 117 of the Naugatuck Land Records.

      


      10.         Right
of way set forth in a deed dated May 15, 1916 and recorded in Volume 56 at Page
340 and in a deed dated May 18, 1916 and recorded in Volume 56 at Page 342 of
the Naugatuck Land Records.

      


      11.         Reservation
set forth in a deed dated April 19, 1985 and recorded in volume 264 at Page 122
of the Naugatuck Land Records.

      


      12.         Grant
to the Connecticut Light and Power Company, Connecticut Water Company and
Borough of Naugatuck recorded April 19, 1985 in Volume 264 at Page 157 and
refiled in Volume 276 at Page 545 of the Naugatuck Land Records.

      


      13.         Stipulation
for Judgment dated March 8, 1988 and recorded in Volume 313 at Page 15 of the
Naugatuck Land Records.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


       EXHIBIT
D

      


      SUBORDINATION,
NON-DISTURBANCE

      AND ATTORNMENT
AGREEMENT

      


      


      THIS
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) made as
of the [__] day of [____], 200_, by and among Howard S. Modlin and John L.
Segall whose address is c/o Weisman Celler Spett & Modlin, P.C., 445 Park
Avenue, New York, New York 10022, as Secured Party , as hereinafter discussed
(individually or collectively “Secured Party” as
applicable), [___________], a [__________], having an office at [______________]
(“Tenant”) and
GDC Naugatuck, Inc., a Delaware corporation, having an office at 6 Rubber Avenue, Naugatuck,
Connecticut  06670 (“Landlord”).

      


      


      W I T N E S S E T H:

      


      WHEREAS,
Landlord’s parent is obligated for the payment of all sums due under certain
notes (“Notes”) issued to each Secured Party.

      


      WHEREAS,
the obligations under the Notes will be secured by, among other things, an
Open-End Mortgage Deed and Security Agreement (the “Mortgage”) made by
Landlord to Secured Party covering the land (the “Land”) described on
Schedule A
hereto and all improvements (the “Improvements”) now or
hereafter located on the land (the Land and the Improvements hereinafter
collectively referred to as the “Mortgaged Property”);
and

      


      WHEREAS,
by a lease dated as of [_________] (which lease, as the same may have been
amended and supplemented, is hereinafter called the “Lease”), Landlord
leased to Tenant approximately [____] square feet of space located in the
Improvements (the “Premises”);
and

      


      WHEREAS,
the parties hereto desire to make the Lease subject and subordinate to the
Mortgage.

      


      NOW,
THEREFORE, the parties hereto, in consideration of the covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, hereby agree as follows:

      


      1.           The
Lease and all of Tenant's right, title and interest in and to the Premises and
all rights, remedies and options, if any, of Tenant under the Lease are and
shall be unconditionally subject and subordinate to the Mortgage and the lien
thereof, to all the terms, conditions and provisions of the Mortgage, to each
and every advance made or hereafter made under the Mortgage, and to all
renewals, modifications, consolidations, replacements, substitutions and
extensions of the Mortgage, so that at all times the Mortgage shall be and
remain a lien on the Mortgaged Property prior and superior to the Lease for all
purposes; provided, however, and Secured Party  agrees, that, in the
event Lender shall succeed to Landlord’s interest under the Lease by foreclosure
or otherwise, so long as (A) no event has occurred and no condition exists
which, after the passage of time or the giving of notice, or both, would entitle
Landlord to terminate the Lease or would cause, without further action of
Landlord, the termination of the Lease or would entitle Landlord to dispossess
Tenant from the Premises,  (B) the term of the Lease has
commenced and Tenant is in possession of the Premises, (C) the Lease shall
be in full force and effect, (D) Tenant shall duly confirm its attornment
to Secured Party  by written instrument as set forth in Paragraph 3
hereof, (E) Secured Party  shall not be liable under any warranty
of construction contained in the Lease or any implied warranty of construction,
(F) Tenant shall have performed all of its covenants contained herein, and
(G) all representations and warranties made herein by Tenant shall be true
and correct as of the date of such attornment; then, and in such event Tenant's
leasehold estate under the Lease shall not be terminated, Tenant's possession of
the Premises shall not be disturbed by Secured Party.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      2.           Notwithstanding
anything to the contrary contained in the Lease, Tenant hereby agrees that in
the event of any act, omission or default by Landlord or Landlord's agents,
employees, contractors, licensees or invitees which would give Tenant the right,
either immediately or after the lapse of a period of time, to terminate the
Lease, or to claim a partial or total eviction, or to reduce the rent payable
thereunder or credit or offset any amounts against future rents payable
thereunder, Tenant will not exercise any such right (i) until it has given
written notice of such act, omission or default to Secured Party  by
delivering notice in accordance with Paragraph 11 herein
of such act, omission or default, and (ii) until a period of not less than sixty
(60) days for remedying such act, omission or default shall have elapsed
following the giving of such notice and following the time when Secured
Party  shall have become entitled under the
Mortgage.  Notwithstanding the foregoing, in the case of any default
of Landlord which cannot be cured within such sixty (60) day period, if Secured
Party  shall within such period proceed promptly to cure the same
(including such time as may be necessary to acquire possession of the Premises
if possession is necessary to effect such cure) and thereafter shall prosecute
the curing of such default with diligence, then the time within which such
default may be cured by Secured Party  shall be extended for such
period as may be necessary to complete the curing of the same with
diligence.  Secured Party’s cure of Landlord's default shall not be
considered an assumption by Secured Party of Landlord's other obligations under
the Lease.  Unless Secured Party otherwise agrees in writing, Landlord
shall remain solely liable to perform Landlord's obligations under the Lease
(but only to the extent required by and subject to the limitation included with
the Lease), both before and after Secured Party’s exercise of any right or
remedy under this Agreement.  If Secured Party becomes obligated to
perform as Landlord under the Lease, such person or entity will be released from
those obligations when such person or entity assigns, sells or otherwise
transfers its interest in the Premises or the Mortgaged Property.

      


      3.           Without
limitation of any of the provisions of the Lease, in the event that, by reason
of any default under the Mortgage on the part of the Landlord, Secured
Party  shall succeed to the interest of Landlord, then subject to the
provisions of this Agreement including, without limitation, Paragraph 1
above, the Lease shall nevertheless continue in full force and effect and Tenant
shall and does hereby agree to attorn to and accept Secured Party and to
recognize Secured Party  as its Landlord under the Lease for the then
remaining balance of the term thereof, and upon request of Secured Party, Tenant
shall execute and deliver to Secured Party  an agreement of attornment
satisfactory to Secured Party .

      


      4.           If
Secured Party  shall succeed to the interest of Landlord or any
successor to Landlord, in no event shall Secured Party  have any
liability for any act or omission of any prior landlord  under the
Lease which occurs prior to the date Secured Party  shall succeed to
the rights of Landlord under the Lease, nor any liability for claims, offsets or
defenses which Tenant might have had against Landlord and in any event Secured
Party  shall have no personal liability as successor to Landlord and
Tenant shall look only to the estate and property of Secured Party  in
the Land and the Improvements for the satisfaction of Tenant's remedies for the
collection of a judgment (or other judicial process) requiring the payment of
money in the event of any default by Secured Party  under the Lease,
and no other property or assets of Secured Party  shall be subject to
levy, execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to the Lease, the relationship of Landlord and
Tenant thereunder or Tenant's use or occupancy of the Premises.

      


      5.           Tenant
agrees that no prepayment of rent or additional rent due under the Lease of more
than one month in advance, and no amendment, modification, surrender or
cancellation of the Lease, and no waiver or consent by Landlord under the terms
of the Lease, shall be binding upon or as against Secured Party, as holder of
the Mortgage, and as Landlord under the Lease if it succeeds to that position,
unless consented to in writing by Secured Party.  In addition, and
notwithstanding anything to the contrary set forth in this Agreement, Tenant
agrees that Secured Party , as holder of the Mortgage, and as Landlord under the
Lease if it succeeds to that position, shall in no event have any liability for
the performance or completion of any initial work or installations or for any
loan or contribution or rent concession towards initial work, which are required
to be made by Landlord (A) under the Lease or under any related Lease
documents or (B) for any space which may hereafter become part of said
Premises, and any such requirement shall be inoperative in the event Secured
Party  succeeds to the position of Landlord prior to the completion or
performance thereof. Tenant further agrees with Secured Party that Tenant will
not voluntarily subordinate the Lease to any lien or encumbrance without Secured
Party’s prior written consent.

      


      6.           Landlord
represents and warrants that the Lease was duly executed by Landlord and all
consents, resolutions or other approvals required for Landlord to execute the
Lease were obtained.  Tenant represents and warrants that the Lease
was duly executed by Tenant and all consents, resolutions or other approvals
required for Tenant to execute the Lease were obtained.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      7.           This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute and be construed
as one and the same instrument.

      


      8.           All
remedies which Secured Party may have against Landlord provided herein, if any,
are cumulative and shall be in addition to any and all other rights and remedies
provided by law and by other agreements between Secured Party and Landlord or
others.  If any party consists of multiple individuals or entities,
each of same shall be jointly and severally liable for the obligations of such
party hereunder.

      


      9.           The
reasonable cost of attorneys' fees and disbursements for any legal action or
arbitration between or among the parties arising out of any dispute or
litigation relating to enforcement of this Agreement shall be borne by the
party(s) against whom a final decision is rendered.

      


      10.           All
notices to be given under this Agreement shall be delivered to the addressee
identified below or their respective successor or assign in writing and shall be
either mailed by certified mail, postage prepaid, return receipt requested, or
sent by overnight air courier service, or personally delivered to a
representative of the receiving party, or sent by telecopy (provided an
identical notice is also sent simultaneously by mail, overnight courier, or
personal delivery as otherwise provided in this paragraph).  Such
addresses may be changed by notice given in the same manner.  If any
party consists of multiple individuals or entities, then notice to any one of
same shall be deemed notice to such party.

      


      Secured Party’s
Address:

      


      Howard S.
Modlin and John L. Segall

      c/o
Weisman Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Attention:  Gerald
Gordon

      


      With a
copy to:

      


      Weisman
Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Telecopy:  (212)
371-5407

      Attention:  William
F. Treanor

      


      


      


      Tenant's
Address:

      


      
        ________________________________

      

      ________________________________

      ________________________________

      Attention:   _______________________

      


      With a
copy to:

      


      ________________________________

      ________________________________

      ________________________________


      Attention:   _______________________


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Landlord's
Address:

       

      GDC
Naugatuck, Inc.

      6 Rubber
Avenue

      Naugatuck,
Connecticut 06670

      Telecopy:  203-729-3182

      Attention:  Howard
Modlin, Chief Executive Officer

      


      With a
copy to:

       

      Weisman
Celler Spett & Modlin, P.C.

      445 Park
Avenue

      New York,
New York 10022

      Telecopy:  (212)
371-5407

      Attention:  William
F. Treanor

       

      


      11.           This
Agreement shall be interpreted and construed in accordance with and governed by
the laws of the State of Connecticut.

      


      12.           This
Agreement shall apply to, bind and inure to the benefit of the parties hereto
and their respective successors and assigns.  As used herein “Secured Party” shall
include any subsequent holder of the Mortgage.

      


      13.           Landlord,
Tenant and Secured Party agree that unless Secured Party shall otherwise consent
in writing, Landlord's estate in and to the Mortgaged Property and the leasehold
estate created by the Lease shall not merge but shall remain separate and
distinct, notwithstanding the union of said estates either in Landlord or Tenant
or any third party by purchase, assignment or otherwise.

      


      14.           Tenant
acknowledges that Landlord has assigned to Secured Party its right, title and
interest in the Lease and to the rents, issues and profits of the Mortgaged
Property pursuant to the Mortgage and that certain Assignment of Leases and
Rents, of even date herewith, and that Landlord has been granted the license to
collect such rents provided no Event of Default has occurred under, and as
defined in, the Mortgage.  Tenant agrees to pay all rents and other
amounts due under the Lease directly to Secured Party upon receipt of written
demand by Secured Party, and Landlord hereby consents thereto.  The
assignment of the Lease to Secured Party, or the collection of rents by Secured
Party pursuant to such assignment, shall not obligate Secured Party to perform
Landlord's obligations under the Lease.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.

      


      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                SECURED
      PARTY:

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Howard
      S. Modlin

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                John
      L. Segall

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                LANDLORD:

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                GDC
      NAUGATUCK, INC.

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                By:  
      

                              	 
      	 
      
	 
      	 
      	
                                Howard
      Modlin

                              	 
      
	 
      	 
      	
                                Chief
      Executive Officer

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                TENANT

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                By:  
      

                              	 
      	 
      
	 
      	 
      	
                                Name:

                              	 
      
	 
      	 
      	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        
          
            
              	
                      STATE OF NEW YORK

                    	
                      )

                    	 
      	 
      
	
                       
      

                    	
                      ) ss:

                    	 
      	 
      
	
                      COUNTY OF NEW YORK

                    	
                      )

                    	 
      	 
      


            

          

        

      

      


      


      


      The
foregoing instrument was acknowledged before me this
      day of _______________, 200_, by each of
Howard S. Modlin and John L. Segall.

      


      
 

      


      Notary Public

      


      


      My Commission Expires:


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


      
        
          
            
              	
                      STATE OF

                    	
                      )

                    
	
                       
      

                    	
                      ) ss:

                    
	
                      COUNTY OF

                    	
                      )

                    


            

          

        

      

      


      On this the ___ day of _______________, 200_, before me
the undersigned officer, personally appeared ____________________________ who
acknowledged himself/herself to be the _____________ of GDC Naugatuck, Inc., a
Delaware corporation, signer and sealer of the foregoing instrument, and that
he/she as such officer, being authorized so to do, acknowledged the execution of
the same to be his/her free act and deed as such officer and the free act and
deed of said corporation.

       


       


       

      IN WITNESS WHEREOF, I hereunto set my
hand.

      
 

       


       


      Commissioner of the Superior Court

      Notary Public

      My Commission Expires:

      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                	
                        STATE OF

                      	
                        )

                      
	
                         
      

                      	
                        ) ss:

                      
	
                        COUNTY OF

                      	
                        )

                      


              

            

          

        

      

      


      On this the ___ day of _______________, 200_, before me
the undersigned officer, personally appeared ____________________________ who
acknowledged himself/herself to be the _____________ of _____________________, a
_______________, signer and sealer of the foregoing instrument, and that he/she
as such officer, being authorized so to do, acknowledged the execution of the
same to be his/her free act and deed as such officer and the free act and deed
of said ___________________________.

       


       

       


      
        	
                IN WITNESS WHEREOF, I hereunto set my
      hand.

              


      

       


       


       


      Commissioner of the Superior Court

      Notary Public

      My Commission Expires:

      

        
          
             


          

          
            11

            
              

            

          

          
             


          

        

      

       

      SCHEDULE
A

      


      LEGAL
DESCRIPTION

          

          

      12