EX-10.78


                              FIRST AMENDMENT TO
                       COMMERCIAL REAL ESTATE MORTGAGE


 Associated Commercial
    Mortgage Inc.

      THIS AMENDMENT  is  made  as of  April  30,  2001,  between  ASSOCIATED
 COMMERCIAL MORTGAGE, INC., a  Wisconsin corporation ("Lender"), and  ABIDON,
 INC., a Delaware corporation f/k/a UBUY2 INC. ("New Borrower"), successor by
 merger to State Street Investors of Rockford, Inc., an Illinois  corporation
 ("Original Borrower").

                                   RECITALS

      A.   Original Borrower executed and  delivered to Lender's  predecessor
 in interest  First  Federal  Savings  Bank,  F.S.B.  ("Original  Lender")  a
 Commercial Real  Estate Mortgage  dated February  4, 1994  (as  subsequently
 amended, the "Original Mortgage"), which was  recorded in the Office of  the
 Recorder of Winnebago County,  Illinois on February ,  1994 as Document  No.
 94-0007739.  Lender acquired Original  Lender's interest under the  Original
 Mortgage on or about May 1, 1999.

      B.   The Original Mortgage encumbers the  real estate described on  the
 attached Exhibit A.

      C.   The  Original  Mortgage  secures,   among  other  obligations,   a
 Commercial Loan Installment Note dated February 4, 1994 executed by Original
 Borrower and originally  made payable to  the order of  Original Lender  (as
 subsequently amended, the "Note").   Lender also acquired Original  Lender's
 interest under the Note on or about May 1, 1999.

      D.   Original Borrower merged into New Borrower on or about January 24,
 2000.

      E.   Lender and  New  Borrower  have  amended  the  Note  by  a  Second
 Modification Agreement  (the  "Modification")  of  the  same  date  as  this
 Amendment, and desire to reflect changes in the terms of the loan for  which
 the Note provides  evidence as  they may affect  the terms  of the  original
 Mortgage.  Capitalized terms  not otherwise defined  in this Amendment  have
 the meanings  ascribed to  them  in the  Original  Mortgage.   The  Original
 Mortgage, as modified by this Amendment, is referred to as the "Mortgage."

<PAGE>

                                  AGREEMENTS

      In  consideration  of  the  foregoing  recitals  and  for  other  value
 received, LENDER AND NEW BORROWER AGREE AS FOLLOWS:

      1.   NAME AND ADDRESS OF LENDER.  The names First Federal Savings Bank,
 F.S.B. and  First Financial  Bank, as  used in  the Original  Mortgage,  are
 replaced with Associated  Commercial Mortgage, Inc.   Lender's address,  for
 purposes of the Uniform Commercial Code, is as follows:

                     Suite 350
                     401 East Kilbourn Avenue
                     Milwaukee, Wisconsin 53202

      2.   ADDRESS OF NEW BORROWER.  New  Borrower's address, for purpose  of
 the Uniform Commercial Code, is as follows:

                     5311 East State Street
                     Suite 215
                     Rockford, Illinois 61108

      3.   AFFIRMATION  OF  MORTGAGE.    New  Borrower  has  given,  granted,
 bargained, sold, conveyed,  mortgaged, warranted, pledged  and confirmed  to
 Lender all of its estate, right, title and interest in and to the Property ,
 as defined in the Original Mortgage,  to secure the Obligations, defined  as
 follows:

           (a)  Payment of the amounts described in  the Note as extended  or
 modified from time to time;

           (b)  Payment of all  other sums, together  with interest, as  they
 become due  and payable  to Lender  under the  "Loan Documents"  which,  for
 purposes of  the Mortgage,  include the  Mortgage, the  Note and  all  other
 documents which, at any time, secure or provide evidence for New  Borrower's
 obligations under  the  Note  or  the Mortgage  or  which  are  executed  or
 submitted by New  Borrower in connection  with the loan  for which the  Note
 provides evidence, including all  extensions, modifications and renewals  of
 such documents;

           (c)  Performance and discharge of each and every of New Borrower's
 obligations, covenants and agreements described in the Loan Documents; and

           (d)  All costs and expenses to collect and enforce any and all  of
 the Obligations, including actual attorney's  fees and expenses.

      4.   MORTGAGE AS SECURITY.  The Property secures the Obligations.   New
 Borrower shall  from time  to time  execute and  deliver any  and all  other
 conveyances and instruments as  Lender may request in  order to ensure  that
 the Property  remains subject  to the  lien of  the Mortgage  on the  public
 record .  The Mortgage shall encumber  the Property until the Note is  fully
 satisfied.

      5.   WARRANTIES.   As  of the  date  of this  Amendment,  New  Borrower
 reaffirms all of  Original Borrower's warranties  and representations  under
 the Original Mortgage, including (but not limited to) the warranty of  clear
 and marketable  title to  the Premises,  subject  only to  the lien  of  the
 Mortgage and other encumbrances on title permitted by the Original Mortgage.

      6.   RATIFICATION.  All other terms and conditions of the Mortgage  and
 its priority  shall remain  in full  force and  effect with  respect to  the
 Property.

 LENDER:                            BORROWER:

 ASSOCIATED COMMERCIAL              ABIDON, INC.
 MORTGAGE, INC.


 By:                           By:
      Michael R. Finn               Howard Miller, Pres.
      President                     (print name & title)


                                    Stanley Miller, Sec.


<PAGE>


                               ACKNOWLEDGMENTS

 STATE OF WISCONSIN       )
                          ) ss
 COUNTY OF MILWAUKEE      )

      This instrument was acknowledged before me on April 30, 2001 by Michael
 R. Finn, President of Associated Commercial Mortgage, Inc.



                               (                             )
                               Notary Public, State of Wisconsin
                               My commission
 STATE OF ILLINOIS        )
                          ) ss
 COUNTY OF WINNEBAGO      )

      I, the undersigned,  a Notary  Public in and  for the  County and  State
 aforesaid, do hereby certify that Howard  Miller, who is personally  known to
 me to be the same person whose name is subscribed to the foregoing instrument
 for New Borrower, appeared before me this day in person and acknowledged that
 as such Howard Miller he signed and delivered the said instrument and  as his
 free and voluntary act and deed for the uses and purposes therein set forth.

      Given under my hand and Notarial seal April 30, 2001.



                               Notary Public


 Drafted by Douglas G. French
 Mallery & Zimmerman, S.C.
 Suite 900
 731 North Jackson Street
 Milwaukee, Wisconsin 53202

 Attachment:
 Exhibit A - Legal Description

<PAGE>


                                   EXHIBIT A


                               LEGAL DESCRIPTION


 THIS RIDER IS ATTACHED TO AND MADE A PART OF LAWYERS TITLE INSURANCE
 CORPORATION POLICY OF TITLE INSURANCE DATED 02/08/94 AS SCHEDULE A, ITEM 5,
 IN CASE NO. 116389

 Part of the Northwest Quarter (1/4) of Section Twenty-eight (28), Township
 Forty-four (44) North, Range Two (2) East of the Third (3rd) Principal
 Meridian, bounded and described as follows: to-wit:  Beginning at the
 Northeast corner of Plat No. 3 of Eastwood View Subdivision, being a part of
 the West Half (1/2) of the Northwest Quarter (1/4) of Section 28, Township
 44 North, Range 2 East of the Third Principal Meridian, the Plat of which is
 recorded in Book 31 of Plats on Page 120 in the Recorder's Office of
 Winnebago County, Illinois; thence N. 83o 21' 30" E. along the Southerly
 line of the premises condemned for highway purposes by Decree of the Circuit
 Court of Winnebago County, Illinois in Cause No. 71228 entered April 22,
 1960, a distance 281.88 feet; thence N. 82o 33' 47" E. along said Southerly
 line a distance of 161.04 feet; thence S. 1o 26' 36" E. a distance of 5.03
 feet; thence N. 81o 35' 21" E. a distance of 40.00 feet to the Northwest
 corner of the premises dedicated for New Towne Drive the Plat of which is
 recorded in Book 39 of Plats on Page 19A in said Recorder's Office; thence
 S. 8o 58' 44" E. along the West line of New Towne Drive and the Southerly
 extension of said line a distance of 523.40 feet; thence S. 81o 36' 30" W. a
 distance of 567.93 feet to a point on the East line of Lot 17 as designated
 upon Plat No. 1 of Edgewood View Subdivision , of a part of the SW 1/4 of
 the NW 1/4 of Section 28, T. 44 N., R. 2 E. of the 3rd P.M., the Plat of
 which is recorded in Book 31 of Plats on page 39 in the Recorder's Office of
 Winnebago County, Illinois, said point being a distance of 899.28 feet North
 of the Southeast corner of Lot 2 of said Plat No. 1 of Edgewood View
 Subdivision; thence N. 00o 00' 00E E. along the East line of Plat No. 1 of
 Edgewood View Subdivision and Plat No. 3 of Edgewood View Subdivision a
 distance of 550.54 feet to the place of beginning; situated in the County of
 Winnebago and the State of Illinois.


 Associated Commercial
    Mortgage Inc.

<PAGE>


                        SECOND MODIFICATION AGREEMENT


      THIS AGREEMENT is made  as of April 30,  2001 by ASSOCIATED  COMMERCIAL
 MORTGAGE, INC.,  a Wisconsin  corporation ("Lender"),  and ABIDON,  INC.,  a
 Delaware corporation f/k/a UBUY2 INC. ("New Borrower"), successor by  merger
 to State  Street  Investors  of  Rockford,  Inc.,  an  Illinois  corporation
 ("Original Borrower").

                                   RECITALS

      A.   Original Borrower executed and  delivered to Lender's  predecessor
 in interest  First  Federal  Savings  Bank,  F.S.B.  ("Original  Lender")  a
 Commercial Loan Installment Note dated February 4, 1994 made payable to  the
 order of Original Lender in the original principal amount of $2,000,000  (as
 subsequently amended,  the  "Note").    Lender  acquired  Original  Lender's
 interest in the Note on or about May 1, 1999.

      B.   The Note is secured by certain  documents executed as of the  date
 of the Note and  the subsequent amendment to  the Note (together, the  "Loan
 Documents"), including a Commercial  Real Estate Mortgage (the  "Mortgage"),
 an Assignment of Leases and Rents, Security Agreement, and other  documents.
 Lender also acquired Original Lender's interest under the Loan Documents  on
 or about May 1, 1999.

      C.   Original Borrower merged into New Borrower on or about January 24,
 2000.

      D.   Lender and New Borrower have  agreed to modify certain  provisions
 of the Note and the Loan Documents as more fully described in this Agreement
 and amendments to certain of  the Loan Documents executed  contemporaneously
 with this Agreement.

                                  AGREEMENTS

      In  consideration  of  the  foregoing  recitals  and  for  other  value
 received, LENDER AND NEW BORROWER AGREE AS FOLLOWS:

      1.   Consent to  Merger.   Lender consents  to the  merger of  Original
 Borrower into New Borrower.

      2.   Affirmation  of   Obligations.      New   Borrower   affirms   its
 responsibility for all obligations and liability for payment of all  amounts
 due under the Note and the fulfillment of all obligations and payment of all
 amounts due under  the Loan Documents,  including the grants  of a  mortgage
 line on  the Property  and of  a  security interest  in the  Collateral  (as
 defined in  the Mortgage),  the  Assignment of  Leases  and Rents,  and  the
 Security Agreement.  New Borrower's execution and delivery of this Agreement
 shall have the same  effect as if New  Borrower had originally executed  and
 delivered the  Note and  the  Loan Documents,  and  shall not  constitute  a
 novation of the obligations under the Note or the Loan Documents.

      3.   Extent of Modifications.  The Loan  Documents are modified to  the
 extent necessary to be consistent with the provisions of this Agreement.  To
 the extent that this Agreement  conflicts with the Note  or any of the  Loan
 Documents, the provisions of  this Agreement shall prevail.   To the  extent
 not otherwise modified by  this Agreement, the Note  and the Loan  Documents
 remain in full force and effect in accordance with their respective terms.
      4.   Representations.      Borrower   affirms   the    representations,
 warranties, covenants and grants of lien and security interests in the  Loan
 Documents.

      5.   Expenses.  Borrower shall  reimburse Lender for all  out-of-pocket
 expenses that Lender incurs in  connection with the modifications  described
 in this  Agreement, including  (but not  limited to)  title insurance  fees,
 recording costs and  attorneys' fees  and costs.   Borrower  shall pay  such
 expenses on or before the 10th  day after the date Lender provides  invoices
 to Borrower.  Borrower's  failure to pay these  expenses within such  period
 shall, at Lender's option, be an Event of Default under the Loan Documents.

 LENDER:                            BORROWER:

 ASSOCIATED COMMERCIAL              ABIDON, INC.
 MORTGAGE, INC.


 By:                                     By:
      Michael R. Finn, President         Howard Miller, President

                                         By:
                                         Stanley Miller, Secretary


<PAGE>

                               ACKNOWLEDGMENTS

 STATE OF WISCONSIN       )
                          ) ss
 COUNTY OF MILWAUKEE      )

      This instrument was acknowledged before me April 30, 2001 by Michael R.
 Finn, President of Associated Commercial Mortgage, Inc.



                               (                             )
                               Notary Public, State of Wisconsin
                               My commission

 STATE OF ILLINOIS        )
                          ) ss
 COUNTY OF WINNEBAGO      )

      This instrument was  acknowledged before me  April 30,  2001 by  Howard
 Miller, President of Abidon, Inc.



                               (                             )
                               Notary Public, State of Illinois
                               My commission  8/7/02


                            CONSENT OF GUARANTORS

      Howard P.  Miller  and  Stanley D.  Miller,  guarantors  of  Borrower's
 obligations  under  the  Loan  Documents  ("Guarantors"),  consent  to  this
 Agreement and agree that their obligations  under their Guaranty of  Payment
 dated February 4, 1994 remain in full force with respect to the Note and the
 Loan Documents, as modified by this  Agreement and amendments to certain  of
 the Loan Documents executed contemporaneously with this Agreement.

      Dated as of the date set forth above.


   Howard P. Miller                        Stanley D. Miller
 Howard P. Miller                        Stanley D. Miller
 STATE OF ILLINOIS        )
                          ) ss
 COUNTY OF WINNEBAGO      )

      This instrument was acknowledged before me April 30, 2001 by Howard  P.
 Miller.


                                    Jane E. Stunkel
                               (                             )
                               Notary Public, State of Illinois
                               My commission  8/7/02

 STATE OF ILLINOIS        )
                          ) ss
 COUNTY OF WINNEBAGO      )

      This instrument was acknowledged before me April 30, 2001 by Stanley D.
 Miller.


                                    Jane E. Stunkel
                               (                             )
                               Notary Public, State of Illinois
                               My commission  8/7/02

<PAGE>

                              FIRST AMENDMENT TO
                        ASSIGNMENT OF LEASES AND RENTS



 Associated Commercial
    Mortgage Inc.

      THIS AMENDMENT  is  made  as of  April  30,  2001,  between  ASSOCIATED
 COMMERCIAL MORTGAGE, INC., a  Wisconsin corporation ("Lender"), and  ABIDON,
 INC., a Delaware corporation f/k/a UBUY2 INC. ("New Borrower"), successor by
 merger to State Street Investors of Rockford, Inc., an Illinois  corporation
 ("Original Borrower").

                                   RECITALS

      A.   Original Borrower executed and  delivered to Lender's  predecessor
 in interest  First  Federal  Savings Bank,  F.S.B.  ("Original  Lender")  an
 Assignment of  Leases and  Rents dated  February  4, 1994  (as  subsequently
 amended, the "Original Assignment"), which was recorded in the Office of the
 Recorder of Winnebago County, Illinois on  February 7, 1994 as Document  No.
 94-0007740.  Lender acquired Original  Lender's interest under the  Original
 Assignment on or about May 1, 1999.

      B.   The Original Assignment encumbers the real estate described on the
 attached Exhibit A.

      C.   The  Original  Assignment  secures,  among  other  obligations,  a
 Commercial Loan Installment Note dated February 4, 1994 executed by Original
 Borrower and originally  made payable to  the order of  Original Lender  (as
 subsequently amended, the "Note").   Lender also acquired Original  Lender's
 interest under the Note on or about May 1, 1999.

      D.   Original Borrower merged into New Borrower on or about January 24,
 2000.

      E.   Lender and  New  Borrower  have  amended  the  Note  by  a  Second
 Modification Agreement  (the  "Modification")  of  the  same  date  as  this
 Amendment, and desire to reflect changes in the terms of the loan for  which
 the Note provides  evidence as  they may affect  the terms  of the  original
 Assignment.  Capitalized terms not otherwise defined in this Amendment  have
 the meanings ascribed  to them  in the  Original Assignment.   The  Original
 Assignment,  as  modified  by  this  Amendment,   is  referred  to  as   the
 "Assignment."

                                  AGREEMENTS

      In  consideration  of  the  foregoing  recitals  and  for  other  value
 received, LENDER AND NEW BORROWER AGREE AS FOLLOWS:

      1.   NAME OF LENDER.  The names First Federal Savings Bank, F.S.B.  and
 First Financial Bank, as used in the Original Assignment, are replaced  with
 Associated Commercial Mortgage, Inc.

      2.   AFFIRMATION OF ASSIGNMENT.  New Borrower has granted, transferred,
 and assigned to Lender all of  its right, title and  interest in and to  the
 Collateral, as defined below, to secure  the Obligations, as defined in  the
 First Amendment to Commercial  Real Estate Mortgage  between Lender and  New
 Borrower of the same date as of this Amendment.  As used in this  Amendment,
 the "Collateral" means (1)  the Leases; (2) all  guaranties of the  tenants'
 obligations under the Leases; (3) the  Rents; (4) the right to all  proceeds
 payable to New  Borrower pursuant  to any purchase  options on  the part  of
 tenants under  the Leases;  and (5)  all payments  derived from  any of  the
 foregoing.

      3.   ASSIGNMENT AS SECURITY.   The Collateral secures the  Obligations.
 New Borrower shall from time to time  execute and deliver any and all  other
 conveyances and instruments as  Lender may request in  order to ensure  that
 the Collateral remains subject to the  lien of the Assignment on the  public
 record .   The Assignment shall  encumber the Collateral  until the Note  is
 fully satisfied.

      4.   WARRANTIES.   As  of the  date  of this  Amendment,  New  Borrower
 reaffirms all of  Original Borrower's warranties  and representations  under
 the Original Assignment.

      5.   RATIFICATION.  All  other terms and  conditions of the  Assignment
 and its priority shall remain in full  force and effect with respect to  the
 Collateral.

 LENDER:                            BORROWER:

 ASSOCIATED COMMERCIAL              ABIDON, INC.
 MORTGAGE, INC.


 By:                           By:
      Michael R. Finn               Howard Miller, Pres.
      President                     (print name & title)


                                    Stanley Miller, Sec.


<PAGE>

                               ACKNOWLEDGMENTS

 STATE OF WISCONSIN       )
                          ) ss
 COUNTY OF MILWAUKEE      )

      This instrument was acknowledged before me on April    ,    2001     by
 Michael R. Finn, President of Associated Commercial Mortgage, Inc.



                               (                             )
                               Notary Public, State of Wisconsin
                               My commission
 STATE OF ILLINOIS        )
                          ) ss
 COUNTY OF WINNEBAGO      )

      I, the undersigned,  a Notary  Public in and  for the  County and  State
 aforesaid, do hereby certify that Howard  Miller, who is personally  known to
 me to be the same person whose name is subscribed to the foregoing instrument
 for New Borrower, appeared before me this day in person and acknowledged that
 as such Howard Miller he signed and delivered the said instrument and  as his
 free and voluntary act and deed for the uses and purposes therein set forth.

      Given under my hand and Notarial seal April 30, 2001.


                                    Jane E. Stunkel
                                    Notary Public


 Drafted by Douglas G. French
 Mallery & Zimmerman, S.C.
 Suite 900
 731 North Jackson Street
 Milwaukee, Wisconsin 53202

 Attachment:
 Exhibit A - Legal Description


<PAGE>


                                   EXHIBIT A


                               LEGAL DESCRIPTION


 THIS RIDER IS ATTACHED TO AND MADE A PART OF LAWYERS TITLE INSURANCE
 CORPORATION POLICY OF TITLE INSURANCE DATED 02/08/94 AS SCHEDULE A, ITEM 5,
 IN CASE NO. 116389

 Part of the Northwest Quarter (1/4) of Section Twenty-eight (28), Township
 Forty-four (44) North, Range Two (2) East of the Third (3rd) Principal
 Meridian, bounded and described as follows: to-wit:  Beginning at the
 Northeast corner of Plat No. 3 of Eastwood View Subdivision, being a part of
 the West Half (1/2) of the Northwest Quarter (1/4) of Section 28, Township
 44 North, Range 2 East of the Third Principal Meridian, the Plat of which is
 recorded in Book 31 of Plats on Page 120 in the Recorder's Office of
 Winnebago County, Illinois; thence N. 83o 21' 30" E. along the Southerly
 line of the premises condemned for highway purposes by Decree of the Circuit
 Court of Winnebago County, Illinois in Cause No. 71228 entered April 22,
 1960, a distance 281.88 feet; thence N. 82o 33' 47" E. along said Southerly
 line a distance of 161.04 feet; thence S. 1o 26' 36" E. a distance of 5.03
 feet; thence N. 81o 35' 21" E. a distance of 40.00 feet to the Northwest
 corner of the premises dedicated for New Towne Drive the Plat of which is
 recorded in Book 39 of Plats on Page 19A in said Recorder's Office; thence
 S. 8o 58' 44" E. along the West line of New Towne Drive and the Southerly
 extension of said line a distance of 523.40 feet; thence S. 81o 36' 30" W. a
 distance of 567.93 feet to a point on the East line of Lot 17 as designated
 upon Plat No. 1 of Edgewood View Subdivision , of a part of the SW 1/4 of
 the NW 1/4 of Section 28, T. 44 N., R. 2 E. of the 3rd P.M., the Plat of
 which is recorded in Book 31 of Plats on page 39 in the Recorder's Office of
 Winnebago County, Illinois, said point being a distance of 899.28 feet North
 of the Southeast corner of Lot 2 of said Plat No. 1 of Edgewood View
 Subdivision; thence N. 00o 00' 00E E. along the East line of Plat No. 1 of
 Edgewood View Subdivision and Plat No. 3 of Edgewood View Subdivision a
 distance of 550.54 feet to the place of beginning; situated in the County of
 Winnebago and the State of Illinois.



                              FIRST AMENDMENT TO
                              SECURITY AGREEMENT



 Associated Commercial
    Mortgage Inc.

      THIS AMENDMENT  is  made  as of  April  30,  2001,  between  ASSOCIATED
 COMMERCIAL MORTGAGE, INC., a  Wisconsin corporation ("Lender"), and  ABIDON,
 INC., a Delaware corporation f/k/a UBUY2 INC. ("New Borrower"), successor by
 merger to State Street Investors of Rockford, Inc., an Illinois  corporation
 ("Original Borrower").

                                   RECITALS

      A.   Original Borrower  executed and  delivered  to Lender  a  Security
 Agreement dated  February  4, 1994  (the  "Original Agreement"),  which  was
 recorded in  the  Office of  the  Register  of Deeds  of  Winnebago  County,
 Illinois as  Document No.  94-0007741.   Lender acquired  Original  Lender's
 interest under the Original Mortgage on or about May 1, 1999.

      B.   The Original Agreement encumbers the real estate described on  the
 attached Exhibit A (the "Premises").

      C.   The  Original  Agreement  secures,  among  other  obligations,   a
 Mortgage Note  dated February  4, 1994  executed  by Original  Borrower  and
 originally made payable to the order of Lender (the "Note").

      D.   Original Borrower merged into New Borrower on or about January 24,
 2000.

      E.   Lender and  New  Borrower  have  amended  the  Note  by  a  Second
 Modification Agreement  (the  "Modification")  of  the  same  date  as  this
 Amendment, and desire to reflect changes in the terms of the loan  evidenced
 by the  Note  as they  may  affect the  terms  of the  original  Assignment.
 Capitalized terms not otherwise defined in this Amendment have the  meanings
 ascribed to them  in the  Original Agreement.   The  Original Agreement,  as
 modified by this Amendment, is referred to as the "Agreement."

                                  AGREEMENTS

      In  consideration  of  the  foregoing  recitals  and  for  other  value
 received, LENDER AND NEW BORROWER AGREE AS FOLLOWS:

      1.   NAME OF LENDER.  The names First Federal Savings Bank, F.S.B.  and
 First Financial Bank, as used in the Original Assignment, are replaced  with
 Associated Commercial Mortgage, Inc.

      2.   AFFIRMATION OF AGREEMENT.   New  Borrower has  granted a  security
 interest to Lender in  all of its right,  title and interest  in and to  the
 Collateral, as defined in the Original Agreement, to secure the Obligations,
 as defined in the First Amendment to Commercial Real Estate Mortgage between
 Lender and New Borrower of the same date as this Amendment.

      3.   AGREEMENT AS SECURITY.   The Collateral  secures the  Obligations.
 New Borrower shall from time to time  execute and deliver any and all  other
 conveyances and instruments as  Lender may request in  order to ensure  that
 the Collateral  remains subject  to the  Lender's security  interest on  the
 public record .  The Agreement shall encumber the Collateral until the  Note
 is fully satisfied.

      4.   WARRANTIES.   As  of the  date  of this  Amendment,  New  Borrower
 reaffirms all Original Borrower's  warranties and representations under  the
 Original Agreement.

      5.   RATIFICATION.  All other terms and conditions of the Agreement and
 its priority  shall remain  in full  force and  effect with  respect to  the
 Collateral.

 LENDER:                            BORROWER:

 ASSOCIATED COMMERCIAL              ABIDON, INC.
 MORTGAGE, INC.


 By:                           By:
      Michael R. Finn               Howard Miller, Pres.
      President                     (print name & title)


                                    Stanley Miller, Sec.



                               ACKNOWLEDGMENTS

 STATE OF WISCONSIN       )
                          ) ss
 COUNTY OF MILWAUKEE      )

      This instrument was acknowledged before me on April    ,    2001     by
 Michael R. Finn, President of Associated Commercial Mortgage, Inc.



                               (                             )
                               Notary Public, State of Wisconsin
                               My commission

 STATE OF ILLINOIS        )
                          ) ss
 COUNTY OF WINNEBAGO      )

      I, the undersigned,  a Notary  Public in and  for the  County and  State
 aforesaid, do hereby certify that Howard  Miller, who is personally  known to
 me to be the same person whose name is subscribed to the foregoing instrument
 for New Borrower, appeared before me this day in person and acknowledged that
 as such Howard Miller he signed and delivered the said instrument and  as his
 free and voluntary act and deed for the uses and purposes therein set forth.

      Given under my hand and Notarial seal April 30, 2001.


                                    Jane E. Stunkel
                                    Notary Public


 Drafted by Douglas G. French
 Mallery & Zimmerman, S.C.
 Suite 900
 731 North Jackson Street
 Milwaukee, Wisconsin 53202

 Attachment:
 Exhibit A - Legal Description

<PAGE>


                                   EXHIBIT A


                               LEGAL DESCRIPTION


 THIS RIDER IS ATTACHED TO AND MADE A PART OF LAWYERS TITLE INSURANCE
 CORPORATION POLICY OF TITLE INSURANCE DATED 02/08/94 AS SCHEDULE A, ITEM 5,
 IN CASE NO. 116389

 Part of the Northwest Quarter (1/4) of Section Twenty-eight (28), Township
 Forty-four (44) North, Range Two (2) East of the Third (3rd) Principal
 Meridian, bounded and described as follows: to-wit:  Beginning at the
 Northeast corner of Plat No. 3 of Eastwood View Subdivision, being a part of
 the West Half (1/2) of the Northwest Quarter (1/4) of Section 28, Township
 44 North, Range 2 East of the Third Principal Meridian, the Plat of which is
 recorded in Book 31 of Plats on Page 120 in the Recorder's Office of
 Winnebago County, Illinois; thence N. 83o 21' 30" E. along the Southerly
 line of the premises condemned for highway purposes by Decree of the Circuit
 Court of Winnebago County, Illinois in Cause No. 71228 entered April 22,
 1960, a distance 281.88 feet; thence N. 82o 33' 47" E. along said Southerly
 line a distance of 161.04 feet; thence S. 1o 26' 36" E. a distance of 5.03
 feet; thence N. 81o 35' 21" E. a distance of 40.00 feet to the Northwest
 corner of the premises dedicated for New Towne Drive the Plat of which is
 recorded in Book 39 of Plats on Page 19A in said Recorder's Office; thence
 S. 8o 58' 44" E. along the West line of New Towne Drive and the Southerly
 extension of said line a distance of 523.40 feet; thence S. 81o 36' 30" W. a
 distance of 567.93 feet to a point on the East line of Lot 17 as designated
 upon Plat No. 1 of Edgewood View Subdivision , of a part of the SW 1/4 of
 the NW 1/4 of Section 28, T. 44 N., R. 2 E. of the 3rd P.M., the Plat of
 which is recorded in Book 31 of Plats on page 39 in the Recorder's Office of
 Winnebago County, Illinois, said point being a distance of 899.28 feet North
 of the Southeast corner of Lot 2 of said Plat No. 1 of Edgewood View
 Subdivision; thence N. 00o 00' 00E E. along the East line of Plat No. 1 of
 Edgewood View Subdivision and Plat No. 3 of Edgewood View Subdivision a
 distance of 550.54 feet to the place of beginning; situated in the County of
 Winnebago and the State of Illinois.
 Associated Commercial
    Mortgage Inc.

<PAGE>

                              FIRST AMENDMENT TO
                       COMMERCIAL REAL ESTATE MORTGAGE

      The  Directors   of  ABIDON,   INC.,  a   Delaware  corporation,   (the
 "Corporation"), adopt the following resolutions:

      1.   Howard Miller, President,  of the Corporation,  is authorized  and
 directed, in  the name  and on  behalf of  the Corporation,  to execute  and
 deliver the following documents, instruments and papers:

           (a)  An  amendment  to  the   Commercial  Loan  Installment   Note
                providing evidence for the Modification Agreement, containing
                such terms and provisions as he shall deem proper;

           (b)  Amendments relating to the mortgage encumbering the  Property
                providing security for the Loan; and

           (c)  Such other documents, certificates, instruments and papers as
                he may  deem  necessary,  advisable or  proper  in  order  to
                consummate the modification of the Loan.

      2.   The President of  the Corporation  is authorized  and directed  to
 take such other and  further action as he  may deem necessary, advisable  or
 proper in order to carry out and perform the obligations of the  Corporation
 under  any  of  the  documents,  instruments  and  papers  executed  by  the
 Corporation pursuant to these resolutions.

      3.   The President of the Corporation is authorized to take such action
 from time to time  on behalf of  the Corporation as  he may deem  necessary,
 advisable or proper  in order to  carry out and  effectuate the purpose  and
 intent of these resolutions.

      4.   All of the acts of the officers of the Corporation taken before or
 after these  resolutions that  were  or are  intended  to conform  with  the
 purposes of these resolutions are ratified.

      Dated April 30, 2001.

 DIRECTORS:
 Associated Commercial
    Mortgage Inc.

<PAGE>


                                  EXHIBIT A
                   FINANCING STATEMENT PROPERTY DESCRIPTION

      All of Debtor's "Equipment" and "Fixtures,"  as such terms are used  in
 the Uniform Commercial  Code, that  are not  or are  hereafter attached  to,
 located in,  placed  in  or  necessary  to the  use  and  operation  of  the
 improvements on the real property described on Exhibit B, together will  all
 additions, accessions, accessories,  parts, fittings,  substitutes for  such
 property, all proceeds and products of such property, all insurance payments
 and awards  for and  related to  such property  and all  records,  drawings,
 schematics and plans for such property.  The Collateral includes, but is not
 limited to, (a) all machinery, fittings, fixtures, apparatus, equipment  and
 articles used to  supply heat,  gas, electricity,  air conditioning,  water,
 light, waste disposal, power refrigeration, ventilation of fire or sprinkler
 protection, (b)  all  elevators,  escalators, overhead  cranes,  hoists  and
 assists, power driven  machinery and equipment  and other similar  machinery
 and  equipment,  (c)  all   furniture,  furnishings,  supplies,   draperies,
 maintenance and  repair equipment  and supplies,  floor coverings,  screens,
 storm windows, blinds, awnings, appliances, building supplies and materials,
 shrubbery and plants, and (d)  all interest of Debtor  in any of the  above-
 described property hereafter acquired; however, the Collateral excludes  the
 trade fixtures,  inventory  and removable  personal  property owned  by  any
 tenant or licensee of  the real property.   The enumeration of any  specific
 articles of the Collateral shall in no way  be held to exclude any items  of
 property not  specifically enumerated.   The  Collateral also  includes  all
 rents, issues  and profits  and security  deposits arising  from the  above-
 described real and personal property, and all accounts held by Secured Party
 including, but not limited to, all escrow accounts for the payment of:  real
 estate taxes and assessments;  insurance premiums; or repairs,  replacements
 or improvements to the real or personal property.