EX-10.79
                             CORPORATE RESOLUTION
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 Corporation: Abidon, Inc.          Lender:   Bank One, Illinois, N.A.
              5301 E. State Street            Rockford Business Banking LPO
              Rockford, IL 61108              6000 East State Street
                                              Rockford, IL 61104

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 WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

 THE  CORPORATION'S  EXISTENCE.    The  complete  and  correct  name  of  the
 Corporation  is  Abidon,  Inc.  ("Corporation").    The  Corporation  is   a
 corporation for profit which is, and  at all time shall be, duly  organized,
 validly existing, and in good  standing under and by  virtue of the laws  of
 the State  of Delaware.   The  Corporation is  duly authorized  to  transact
 business in  the  State  of Illinois  and  all  other states  in  which  the
 Corporation is  doing  business,  having  obtained  all  necessary  filings,
 governmental licenses and approvals for each state in which the  Corporation
 is doing business.  Specifically, the Corporation is, and at all times shall
 be, duly  qualified as  a foreign  corporation in  all states  in which  the
 failure to  do  so qualify  would  have a  material  adverse effect  on  its
 business or financial  condition.  The  Corporation has the  full power  and
 authority to own its properties and to transact the business in which it  is
 presently  engaged  or  presently  proposes  to  engage.    The  Corporation
 maintains an office at 5301 E. State Street, Rockford, IL 61108.  Unless the
 Corporation has designated otherwise in writing, the principal office is the
 office  at  which  the  Corporation  keeps  its  books  and  records.    The
 Corporation will notify Lender  prior to any change  in the location of  the
 Corporation's state of organization or any change in the Corporation's name.
 The Corporation shall  do all things  necessary to preserve  and to keep  in
 full force and effect its existence, rights and privileges, and shall comply
 with all regulations, rules, ordinances, statutes, orders and decrees of any
 governmental or  quasi-governmental authority  or  court applicable  to  the
 Corporation and the Corporation's business activities.

 RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if
 the Corporation is a close corporation having no Board of Directors then  at
 a meeting  of  the  Corporation's shareholders,  duly  called  and  held  on
 ________________, at which a quorum was present and voting, or by other duly
 authorized action in lieu  of a meeting, the  resolutions set forth in  this
 Resolution were adopted.

 OFFICERS.  The following named persons are officers of Abidon, Inc.:

 NAMES              TITLES           AUTHORIZED        ACTUAL SIGNATURES
 ----------------   ---------        ----------        -----------------

 Howard P. Miller   President             Y        X ___________________

 Stanley D. Miller  Secretary             Y        X ___________________



 ACTIONS AUTHORIZED.  Any one (1) of the authorized persons listed above  may
 enter into any agreements  of any nature with  Lender, and those  agreements
 will bind the Corporation.   Specifically, but  without limitation, any  one
 (1) of such authorized  persons are authorized,  empowered, and directed  to
 the do the following for and on behalf of the Corporation:

    Borrow  Money.    To  borrow   and  incur  any  indebtedness  or   credit
    accommodations from time  to time from  Lender, on such  terms as may  be
    agreed upon  between the  Corporation and  Lender, such  sum or  sums  of
    money as  in their  judgment should  be borrowed  or incurred,  including
    without limitation,  entering into  reimbursement agreements  related  to
    letters of credit.

    Execute Notes.  To execute and  deliver to Lender the promissory note  or
    notes, or other evidence of  the Corporation's credit accommodations,  on
    Lender's forms, at such  rates of interest  and on such  terms as may  be
    agreed upon,  evidencing the  sums of  money so  borrowed or  any of  the
    Corporation's indebtedness to Lender, and also to execute and deliver  to
    Lender one  or more  renewals, extensions,  modifications,  refinancings,
    consolidations, or  substitutions  for one  or  more of  the  notes,  any
    portion of the notes, or any other evidence of credit accommodations.

    Guaranty.  To  guarantee an act  as surety for  loans or other  financial
    accommodations to any person or  entity from Lender on such guarantee  or
    surety terms as may be agreed upon with Lender.

    Grant Security.  To mortgage, pledge, transfer, endorse, hypothecate,  or
    otherwise encumber and deliver  to Lender any  property now or  hereafter
    belonging  to  the  Corporation  or  in  which  the  Corporation  now  or
    hereafter may  have an interest,  including without  limitation all  real
    property and  all  personal  property (tangible  or  intangible)  of  the
    Corporation,  as  security  for  the  payment  of  any  loans  or  credit
    accommodations so obtained, any  promissory notes so executed  (including
    the amendments  to or  modifications, renewals,  and extensions  of  such
    promissory  notes),  or  any  other   or  further  indebtedness  of   the
    Corporation, any other person or any  other entity owed to Lender at  any
    time,  however  the  same  may  be  evidenced.    Such  property  may  be
    mortgaged, pledged,  transferred, endorsed,  hypothecated, encumbered  or
    otherwise secured or encumbered  at the time such  loans are obtained  or
    such indebtedness is incurred, or at any other time or times, and may  be
    either in addition to or  in lieu of any property theretofore  mortgaged,
    pledged, transferred, endorsed, hypothecated or encumbered.

    Execute Security Documents.  To  execute and deliver to Lender the  forms
    of mortgage, deed  of trust, pledge  agreement, hypothecation  agreement,
    and other security agreements and  financial statements which Lender  may
    require and  which shall  evidence  the terms  and conditions  under  and
    pursuant to which such liens and encumbrances, or any of them, are  give;
    and also to execute and deliver to Lender any other written  instruments,
    any chattel paper, or any other collateral, of any kind or nature,  which
    Lender may deem necessary or  proper in connection with or pertaining  to
    the  giving  of  the  liens   and  encumbrances.    Notwithstanding   the
    foregoing, any of the above  authorized persons may execute, deliver,  or
    record financing statements.

    Subordination.  To subordinate, in all respects, any and all present  and
    future  indebtedness,  obligations,  liabilities,  claims,  rights,   and
    demands of any kind which may be owed, now or hereafter, from any  person
    or entity  to the  Corporation to  all present  and future  indebtedness,
    obligations, liabilities, claims, rights, and  demands of any kind  which
    may be  owed, now  or hereafter,  from such  person or  entity to  Lender
    ("Subordinated  Indebtedness"),  together   with  subordination  by   the
    Corporation of any and  all security interests of  any kind, whether  now
    existing or hereafter  acquired, securing payment  or performance of  the
    Subordinated Indebtedness;  all on  such subordination  terms as  may  be
    agreed upon between  the Corporation's Officers  and Lender  and in  such
    amounts as in their judgment should be subordinated.

    Negotiate Items.  To draw, endorse, and discount with Lender all  drafts,
    trade acceptances, promissory notes,  or other evidences of  indebtedness
    payable to or belonging  to the Corporation or  in which the  Corporation
    may have  an interest, and  either to  receive cash  for the  same or  to
    cause such  proceeds to  be credited  to the  Corporation's account  with
    Lender, or  to  cause such  other  disposition of  the  proceeds  derived
    therefrom as they may deem advisable.

    Further Acts.  In  the case of lines  of credit, to designate  additional
    or alternate individuals  as being authorized  to request advances  under
    such lines,  and in all  cases, to  do and  perform such  other acts  and
    things, to pay any  and all fees  and costs, and  to execute and  deliver
    such other  documents  and agreements,  including  agreements  confessing
    judgment  against  the  Corporation,  as   the  officers  may  in   their
    discretion deem reasonably  necessary or proper  in order  to carry  into
    effect the provisions of this Resolution.

 ASSUMED BUSINESS NAMES.  The Corporation has filed or recorded all documents
 or filings required by  law relating to all  assumed business names used  by
 the Corporation.  Excluding the name of the Corporation, the following is  a
 complete list of all assumed business names under which the Corporation does
 business: None.

 NOTICES TO LENDER.  The Corporation  will promptly notify Lender in  writing
 at Lender's  address shown  above (or  such other  addresses as  Lender  may
 designate from time to  time) prior to any  (A) change in the  Corporation's
 name; (B) change in the Corporation's  assumed business name(s); (C)  change
 in  the  management  of  the  Corporation;  (D)  change  in  the  authorized
 signer(s); (E) change  in the  Corporation's principal  office address;  (F)
 change in the  Corporation's state of  organization; (G)  conversion of  the
 Corporation to a new or different type of business entity; or (H) change  in
 any other aspect of the Corporation  that directly or indirectly relates  to
 any agreements  between  the Corporation  and  Lender.   No  change  in  the
 Corporation's name or  state of organization  will take  effect until  after
 Lender has received notice.

 CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS.  The officers named above
 are duly elected, appointed, or employed  by or for the Corporation, as  the
 case may be, and occupy the  positions set opposite their respective  names.
 This Resolution now stands of record on the books of the Corporation, is  in
 full force and effect, and  has not been modified  or revoked in any  manner
 whatsoever.

 NO CORPORATE SEAL.  The Corporation has no corporate seal, and therefore, no
 seal is affixed to this Resolution.

 CONTINUING  VALIDITY.    Any  and  all  acts  authorized  pursuant  to  this
 Resolution and performed  prior the passage  of this  Resolution are  hereby
 ratified and approved.  This Resolution shall be continuing, shall remain in
 full force and effect and Lender may rely on it until written notice of  its
 revocation shall have been delivered to  and received by Lender at  Lender's
 address shown above (or such addresses as Lender may designate from time  to
 time).  Any such notice shall not affect any of the Corporation's agreements
 or commitments in effect at the time notice is given.

 IN TESTIMONY WHEREOF,  We have  hereunto set our  hand and  attest that  the
 signatures set opposite the names listed above are their genuine signatures.

 We each  have  read all  the  provisions of  this  Resolution, and  we  each
 personally and on behalf of the Corporation certify that all statements  and
 representations made  in  this  Resolution  are  true  and  correct.    This
 Corporate is dated _________________.  THIS  RESOLUTION IS GIVEN UNDER  SEAL
 AND IT IS INTENDED THAT THIS RESOLUTION IS AND SHALL CONSTITUTE AND HAVE THE
 EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

                               CERTIFIED TO AND ATTESTED BY:



                               By:                      (Seal)
                                    Authorized Signer



 NOTE:   If  the officers  signing  this  Resolution are  designated  by  the
 foregoing document  as  one  of  the  officers  authorized  to  act  on  the
 Corporation's behalf, it is advisable to  have this Resolution signed by  at
 least one non-authorized officer of the Corporation.

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<PAGE>
                               PROMISSORY NOTE

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 Borrower: Abidon, Inc.             Lender:   Bank One, Illinois, N.A.
           5301 E. State Street               Rockford Business Banking LPO
           Rockford, IL 61108                 6000 East State Street
                                              Rockford, IL 61104

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 Principal Amount:   $111,827.58              Date of Note: December 11, 2001

 PROMISE TO PAY.   Abidon,  Inc. ("Borrower") promises  to pay  to Bank  One,
 Illinois, N.A. ("Lender"), or order, in lawful money of the United States of
 America, the principal amount of One  Hundred Eleven Thousand Eight  Hundred
 Twenty-seven & 58/100 Dollars ($111,827.58),  together with interest at  the
 rate of 6.500% per annum on  the unpaid principal balance from December  11,
 2001, until paid in full.

 PAYMENT.  Borrower will  pay this loan in  22 regular payments of  $5,300.00
 each and  one irregular  last payment  estimated at  $2,556.80.   Borrower's
 first payment is due January 10,  2002, and all subsequent payments are  due
 on the same day of each month after that.  Borrower's final payment will  be
 due on November  10, 2003, and  will be for  all principal  and all  accrued
 interest not yet paid.  Payments  include principal and interest.   Payments
 and other credits shall be allocated  among principal, interest and fees  at
 the discretion of Lender unless otherwise  required by applicable law.   The
 annual interest rate for this Note is computed on a 365/360 basis; that  is,
 by applying the ratio of the annual interest  rate over a year of 360  days,
 multiplied by the  outstanding principal balance,  multiplied by the  actual
 number of days  the principal  balance is  outstanding.   Borrower will  pay
 Lender at Lender's  address shown  on loan  account statements  sent to  the
 Borrower, Lender's address shown in any payment coupon book provided to  the
 Borrower, or at such other place as Lender may designate in writing.

 PREPAYMENT.  Borrower may pay without fee all or a portion of the  principal
 amount owed hereunder  earlier than  it is due.   All  prepayments shall  be
 applied to the Indebtedness in such order and manner as Lender may from time
 to time  determine in  its sole  discretion.   Borrower agrees  not to  send
 Lender payments  marked  "paid  in full",  "without  recourse",  or  similar
 language.  If Borrower  sends such a payment,  Lender may accept it  without
 losing any of  Lender's rights  under this  Note, and  Borrower will  remain
 obligated  to  pay  any  further  amount  owed  to  Lender.    All   written
 communications concerning  disputed amounts,  including any  check or  other
 payment instrument that indicates that  the payment constitutes "payment  in
 full" of  the amount  owed or  that  is tendered  with other  conditions  or
 limitations or as full satisfaction of  a disputed amount must be mailed  or
 delivered to: Bank  One Business  Banking Loan  Servicing Disputed  Accounts
 Department, P.O. Box 901094, Fort Worth, TX 76101-2094.

 LATE CHARGE.  If a payment is 10 days or more late, Borrower will be charged
 5.000% of the regularly scheduled payment or $25.00, whichever is greater.

 INTEREST AFTER  DEFAULT.   Upon  the occurrence  of  any Event  of  Default,
 including failure to  pay upon final  maturity, at Lender's  option, and  if
 permitted by applicable law, Lender may  add any unpaid accrued interest  to
 principal and such sum will bear  interest therefrom until paid at the  rate
 provided in this Note (including any  increased rate).  Upon the  occurrence
 of any Event  of Default,  Lender, at its  option, may,  if permitted  under
 applicable law, increase  the interest rate  on this  Note 3.000  percentage
 points.  The  interest rate will  not exceed the  maximum rate permitted  by
 applicable law.

 DEFAULT.  Each of the following shall constitute an event of default ("Event
 of Default") under this Note:

    Payment Default.  Borrower fails to make any payment when due under  this
    Note.

    Other Defaults.  Borrower fails to comply  with or to pay or perform  any
    other term, obligation, covenant or  condition contained in this Note  or
    in any of the Related  Documents or to comply with  or to pay or  perform
    any term,  obligation,  covenant  or condition  contained  in  any  other
    agreement  between Lender  and  Borrower  or  between  Borrower  and  any
    affiliate of BANK ONE CORPORATION.

    Transfer of Assets.   Borrower leases,  sells, or  otherwise conveys,  or
    agrees to  lease, sell,  or  otherwise convey,  a  material part  of  its
    assets or business outside of the ordinary course of business.

    Defaults with  Respect to  Third Parties.   Borrower  fails to  make  any
    payment when  due  or  fails to  comply  with  or to  perform  any  term,
    obligation, covenant or condition contained in any agreement between  any
    other person and Borrower.

    False Statements.   Any  warranty, representation  or statement  made  or
    furnished to Lender by Borrower  or on Borrower's behalf under this  Note
    or the Related Documents is false or misleading in any material  respect,
    either now  or  at  the  time  made or  furnished  or  becomes  false  or
    misleading at any time thereafter.

    Judgement or Decrees.  One or more judgments or decrees shall be  entered
    against the Borrower and  such judgments or decrees  shall not have  been
    vacated, discharged, stayed or bonded pending appeal.

    Insolvency.  The dissolution or termination of Borrower's existence as  a
    going  business,  the  insolvency  of  Borrower,  the  appointment  of  a
    receiver for  any part  of Borrower's  property, any  assignment for  the
    benefit of creditors, any type  of creditor workout, or the  commencement
    of any proceeding under any  bankruptcy or insolvency laws by or  against
    borrower.

    Creditor  or  Forfeiture  Proceedings.    Commencement  of   foreclosure,
    replevin,  repossession,  attachment,  levy,  execution,  or   forfeiture
    proceedings, whether  by judicial  proceeding,  self-help, or  any  other
    method, by  any  creditor of  Borrower,  or by  any  governmental  agency
    against the Collateral or any other assets of Borrower.  This includes  a
    garnishment of any  of Borrower's accounts,  including deposit  accounts,
    with Lender.  However, this Event of default shall not apply if there  is
    a good faith dispute by Borrower as to the validity or reasonableness  of
    the claim which  is the basis  of the creditor  or forfeiture  proceeding
    and  if  Borrower  gives  Lender  written  notice  of  the  creditor   or
    forfeiture proceeding and deposits  with Lender monies  or a surety  bond
    for the creditor  or forfeiture proceeding,  in an  amount determined  by
    Lender, in its sole discretion, as being an adequate reserve or bond  for
    the dispute.

    Failure  to Comply  with  Laws.    Borrower  fails  to  comply  with  all
    applicable   statutes,   laws,   ordinances   and   governmental   rules,
    regulations and orders to which it is subject or which are applicable  to
    its business, property and assets.

    Change in  Ownership.   Any change  in ownership  of twenty-five  percent
    (25%) or more of the common stock of Borrower.

    Adverse  Change.    A  material  adverse  change  occurs  in   Borrower's
    financial condition,  or  Lender  believes the  prospect  of  payment  or
    performance of this Note is impaired.

    Events Affecting  Guarantor.   Any  of the  preceding Events  of  Default
    occurs with respect to any guarantor  of the Indebtedness as if the  word
    "guarantor" were substituted  for the word  "Borrower" in  such Event  of
    Default, or  any guarantor  dies or  becomes incompetent,  or revokes  or
    disputes the validity of, or liability under, any guaranty.

    Insecurity.  Lender in good faith believes itself insecure.

 LENDER'S RIGHTS.  Upon  the occurrence of any  Event of Default, Lender  may
 declare the entire unpaid balance on this Note and the indebtedness and  all
 accrued unpaid interest immediately due, without notice (except that in  the
 case of  any  Event of  Default  of the  type  described in  the  DEFAULT  -
 Insolvency section herein, such acceleration shall  be automatic and not  at
 Lender's option), and then Borrower will pay that amount.  Borrower shall be
 liable for  any deficiency  remaining after  disposition of  any  collateral
 which Lender may choose to realize upon.

 ATTORNEYS' FEES; EXPENSES.   Lender  may hire or  pay someone  else to  help
 collect this Note if Borrower does not  pay.  Borrower will pay Lender  that
 amount.  This includes, subject to any limits under applicable law, Lender's
 attorneys' fees  and Lender's  legal expenses,  whether or  not there  is  a
 lawsuit, including  attorneys'  fees, expenses  for  bankruptcy  proceedings
 (including efforts to modify  or vacate any  automatic stay or  injunction),
 and appeals.  If  not prohibited by applicable  law, Borrower also will  pay
 any court costs, in addition to all other sums provided by law.

 GOVERNING LAW.   This Note will  be governed by,  construed and enforced  in
 accordance with federal law  and the laws  of the State  of Illinois.   This
 Note has been accepted by Lender in the State of Illinois.

 CHOICE OF  VENUE.   If there  is a  lawsuit, Borrower  agrees upon  Lender's
 request to submit  to the jurisdiction  of the courts  of Winnebago  County,
 State of Illinois.

 CONFESSION OF JUDGMENT.  Borrower hereby irrevocably authorizes and empowers
 any attorney-at-law to appear in any court of record and to confess judgment
 against Borrower  for the  unpaid amount  of this  Note as  evidenced by  an
 affidavit signed by an officer of Lender setting forth the amount then  due,
 attorneys' fees plus costs of suit, and to release all errors, and waive all
 rights of appeal.  If a copy of  this Note, verified by an affidavit,  shall
 have been filed  in the proceeding,  it will not  be necessary  to file  the
 original as a warrant of attorney.  Borrower waives the right to any stay of
 execution and the benefit of all exemption laws now or hereafter in  effect.
 No single exercise of  the foregoing warrant and  power to confess  judgment
 will be deemed to exhaust the power, whether or not any such exercise  shall
 be held by an  court to be invalid,  voidable, or void;  but the power  will
 continue undiminished and may be exercised  from time to time as Lender  may
 elect until all amounts owing on this Note have been paid in full.  Borrower
 hereby waives and  releases any  and all claims  or causes  of action  which
 Borrower might have against any attorney acting under the terms of authority
 which Borrower  has granted  herein arising  out of  or connected  with  the
 confession of judgment hereunder.

 DISHONORED ITEM  FEE.   Borrower will  pay  a fee  to  Lender of  $25.00  if
 Borrower makes a payment on Borrower's  loan and the check or  preauthorized
 charge with which Borrower pays is later dishonored.

 RIGHT OF SETOFF.  Borrower grants to Lender a security interest in, as  well
 as a right of setoff against, and hereby assigns, conveys, delivers, pledges
 and transfers to Lender, as security for repayment of the Indebtedness,  all
 Borrower's right,  title and  interest in  and  to all  Borrower's  accounts
 (whether checking,  savings,  or some  other  account) with  Lender  or  any
 subsidiary or affiliate of BANK  ONE CORPORATION (each hereinafter  referred
 to as a "Lender Affiliate") and all  other obligations at any time owing  by
 Lender or any  Lender Affiliate  to Borrower.   This  includes all  accounts
 Borrower holds jointly with someone else and all accounts Borrower may  open
 in the future.  However, this does not include any IRA or Keogh accounts, or
 any trust  accounts for  which the  grant of  a security  interest would  be
 prohibited by  law.   Borrower authorizes  Lender, without  prior notice  to
 Borrower and irrespective of (i) whether  or not Lender has made any  demand
 under this Note or the Related  Documents or (ii) whether such  Indebtedness
 is contingent, matured  or unmatured,  to the  extent permitted  by law,  to
 collect, charge and/or setoff all sums owing on the Indebtedness against any
 and all such  accounts and other  obligations, and, at  Lender's option,  to
 administratively freeze  or direct  a Lender  Affiliate to  administratively
 freeze all such accounts  and other obligations to  allow Lender to  protect
 Lender's security interest, collection, charge and setoff rights provided in
 this paragraph.

 COLLATERAL.  Borrower acknowledges this Note is secured by security interest
 in and lien upon all collateral described in any Related Document.

 LATE CHARGES.  In the "Late Charge" provision set forth above, the following
 language is hereby added after the word "greater": "up to the maximum amount
 of Two Hundred Fifty Dollars ($250.00) per late charge."

 FINANCIAL STATEMENTS.   Borrower shall  furnish Lender  with such  financial
 statements and other  related information at  such frequencies  and in  such
 detail as Lender may reasonably request.

 ENFORCEABILITY AND ORGANIZATION.   Borrower is  duly authorized to  transact
 business in all states in which Borrower is doing business, having  obtained
 all necessary filings, governmental licenses and approvals for each state in
 which Borrower  is  doing  business.   Borrower's  execution,  delivery  and
 performance of  this Note  and  all the  Related  Documents have  been  duly
 authorized by  all necessary  action by  Borrower.   This Note  and all  the
 Related  Documents  constitute  legal,  valid  and  binding  obligations  of
 Borrower enforceable against  Borrower in accordance  with their  respective
 terms.  If  applicable, Borrower is  an entity which  is, and  at all  times
 shall be, duly organized, validly existing,  and in good standing under  and
 by virtue of the laws of the state of its organization.

 INFORMATION WAIVER.  Lender may provide, without any limitation  whatsoever,
 to any one or more purchasers,  potential purchasers, or affiliates of  BANK
 ONE CORPORATION,  any information  or knowledge  Lender may  have about  the
 undersigned or about any  matter relating to this  document and the  Related
 Documents, and  the  undersigned hereby  waives  any right  to  privacy  the
 undersigned may have with respect to such matters.

 INDEBTEDNESS.  The  word "Indebtedness" means  all principal, interest,  and
 other amounts,  costs  and  expenses  payable  under  the  Note  or  Related
 Documents, together with all renewals  of, extensions of, modifications  of,
 consolidations of  and  substitutions for  the  Note or  Related  Documents,
 together with interest  on such amounts  as provided in  this Note, and  all
 obligations, debts and  liabilities, plus interest  thereon, of Borrower  or
 any one or more of them to lender, as  well as all claims by Lender  against
 Borrower or  any one  or more  of them,  whether now  existing or  hereafter
 arising, whether related or unrelated to  the purpose of this Note,  whether
 voluntary or otherwise, whether due or not due, direct or indirect, absolute
 or contingent, liquidated or unliquidated and whether Borrower may be liable
 individually or jointly with others, whether obligated as guarantor, surety,
 accommodation party or otherwise and whether recovery upon such amounts  may
 be or hereafter become barred by any statute of limitations, and whether the
 obligation to  repay  such amounts  may  be or  hereafter  become  otherwise
 unenforceable; and  further  includes, without  limitation,  all  principal,
 interest, and other amounts,  costs and expenses  payable under the  Related
 Documents, whether  executed by  the  Borrower or  by  any other  person  or
 entity, together  with all  renewals of,  extensions of,  modifications  of,
 consolidations of and substitutions for the Related Documents, together with
 interest thereon as provided in the Related Documents.

 RELATED DOCUMENTS.  The words "Related Documents" mean all promissory notes,
 credit agreements,  loan agreements,  environmental agreements,  guaranties,
 security agreements, mortgages, deeds  of trust, security deeds,  collateral
 mortgages, and all other instruments, agreements and documents, whether  now
 existing or hereafter arising, executed in connection with the Indebtedness.

 LIABILITIES FOR OBLIGATIONS UNDER RELATED DOCUMENTS.  Borrower also promises
 to pay to Lender all of  the Indebtedness.  Borrower acknowledges that  some
 of the Related Documents, pursuant to  which Indebtedness may arise, may  be
 executed only by persons or entities other than the Borrower.

 PURPOSE.  Borrower agrees that no advances under this Note shall be used for
 personal, family or household purposes and that all advances hereunder shall
 be used  solely  for business,  commercial,  agricultural or  other  similar
 purposes.

 ARBITRATION.  Undersigned  and Lender agree  that all  disputes, claims  and
 controversies between them  whether individual, joint,  or class in  nature,
 arising from  this  document  or  otherwise,  including  without  limitation
 contract and tort disputes, shall be arbitrated pursuant to the Rules of the
 American Arbitration Association in effect at  the time the claim is  filed,
 upon request of either party.  No act  to take or dispose of any  Collateral
 or Property (as  defined herein or  in any Related  Document) securing  this
 Document shall  constitute a  waiver of  this  arbitration agreement  or  be
 prohibited  by  this   arbitration  agreement.     This  includes,   without
 limitation, obtaining injunctive  relief or a  temporary restraining  order;
 invoking a power of sale  under any deed of  trust or mortgage; obtaining  a
 writ of attachment  or imposition of  a receiver; or  exercising any  rights
 relating to  personal  property,  including  taking  or  disposing  of  such
 property with or without judicial process  pursuant to applicable law.   Any
 disputes,  claims,   or   controversies   concerning   the   lawfulness   or
 reasonableness of  any  act,  or  exercise  of  any  right,  concerning  any
 Collateral or  Property  securing  this document,  including  any  claim  to
 rescind,  reform,  or  otherwise  modify  any  agreement  relating  to   the
 Collateral or Property  securing this  document, shall  also be  arbitrated,
 provided however that  no arbitrator shall  have the right  or the power  to
 enjoin or restrain any act of any party.  Judgement upon any award  rendered
 by any arbitrator may be entered in any court having jurisdiction.   Nothing
 in this document shall preclude any party from seeking equitable relief from
 a court of competent  jurisdiction.  The  statute of limitations,  estoppel,
 waiver, laches, and similar doctrines which would otherwise be applicable in
 an action  brought  by  a  party shall  be  applicable  in  any  arbitration
 proceeding, and  the  commencement of  an  arbitration proceeding  shall  be
 deemed the  commencement of  an  action for  these  purposes.   The  Federal
 Arbitration  Act  shall  apply  to  the  construction,  interpretation,  and
 enforcement of this arbitration provision.

 JURY WAIVER.  THE UNDERSIGNED AND  LENDER (BY ITS ACCEPTANCE HEREOF)  HEREBY
 VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND  UNCONDITIONALLY WAIVE ANY RIGHT  TO
 HAVE A  JURY  PARTICIPATE  IN RESOLVING  ANY  DISPUTE  (WHETHER  BASED  UPON
 CONTRACT, TORT OR  OTHERWISE) BETWEEN OR  AMONG THE  UNDERSIGNED AND  LENDER
 ARISING OUT  OF  OR  IN  ANY  WAY RELATED  TO  THIS  DOCUMENT,  THE  RELATED
 DOCUMENTS, OR ANY RELATIONSHIP BETWEEN OR AMONG THE UNDERSIGNED AND  LENDER.
 THIS PROVISION IS A MATERIAL INDUCEMENT  TO LENDER TO PROVIDE THE  FINANCING
 EVIDENCED BY THIS DOCUMENT AND THE RELATED DOCUMENTS.

 BORROWER'S  ACKNOWLEDGEMENT   AND  AGREEMENT   REGARDING  AFFILIATE   BANKS.
 Borrower may now or  in the future have  a borrowing relationship with  Bank
 One, NA  with its  main office  in Columbus,  Ohio (the  "Bank  Affiliate").
 Lender and Borrower intend that the terms, covenants, conditions, warranties
 and obligations of Borrower in only one agreement in the nature of a loan or
 credit  agreement  ("Loan  Agreement")   be  applicable  to  the   borrowing
 relationship of Borrower and Lender and of Borrower and the Bank  Affiliate.
 Therefore, if Borrower executes  a Loan Agreement  with the Bank  Affiliate,
 the Borrower agrees  that the terms,  covenants, conditions, warranties  and
 obligations of Borrower  contained in that  Loan Agreement between  Borrower
 and the Bank Affiliate shall also apply to this Note.

 RENEWAL AND EXTENSION.   This Note is given  in replacement, renewal  and/or
 extension of,  but  not extinguishing  the  indebtedness evidenced  by,  the
 promissory note dated March 8, 1999 executed by Borrower, formerly known  as
 Rockford Investors Partnership to Lender,  in the original principal  amount
 of $250,509.16, including previous renewals or modifications thereof, if any
 (the "Prior Note"), and is not  a novation thereof.  All interest  evidenced
 by the Prior  Note being  replaced, renewed,  and/or extended  by this  Note
 shall continue to  be due  and payable until  paid.   All Related  Documents
 executed in relation to  or as security  for the Prior  Note remain in  full
 force and effect.

 GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this  fact
 will not affect the rest of this Note.  It is agreed that any payment  which
 would otherwise for any reason be deemed unlawful interest under  applicable
 law shall be deemed to have been applied to the unpaid principal balance  of
 this Note, or to other Indebtedness.  The unpaid balance owing on this  Note
 at any time may  be evidenced by  endorsements on this  Note or by  Lender's
 internal records, including daily computer print-outs.  Lender may delay  or
 forgo enforcing any of its rights or remedies under this Note without losing
 them.  Borrower and any other person who signs, guarantees or endorses  this
 Note, to the extent allowed by  law, waive presentment, demand for  payment,
 and notice of  dishonor.  Upon  any change in  the terms of  this Note,  and
 unless otherwise expressly stated in writing, no party who signs this  Note,
 whether as  maker,  guarantor, accommodation  maker  or endorser,  shall  be
 released from liability.   All such parties agree  that Lender may renew  or
 extend (repeatedly and  for any  length of time)  this loan  or release  any
 party or guarantor or collateral; or impair, fail to realize upon or perfect
 Lender's security  interest in  the collateral;  and take  any other  action
 deemed necessary by Lender without the consent of or notice to anyone.   All
 such parties also agree that Lender may modify this loan without the consent
 of or notice to anyone  other than the party  with whom the modification  is
 made.  Unless specifically permitted otherwise  by the terms and  conditions
 of this Note, no alteration of or amendment to this Note shall be  effective
 unless given in  writing and signed  by the party  or parties  sought to  be
 charged or  bound by  the  alteration or  amendment.   Borrower  agrees  and
 consents to Lender's sale or transfer,  whether now or later, of this  Note,
 or the Related Documents  or of any participation  interest in this Note  or
 Related Documents to one or more purchasers, whether related or unrelated to
 Lender.  Borrower  waives any  and all  notices of  sale of  this Note,  the
 Related Documents or of any participation interests, as well as any  notices
 of  any  repurchases  of  this  Note,  the  Related  Documents,  or  of  any
 participation interests.   The  obligations under  this Note  are joint  and
 several.

 ILLINOIS INSURANCE NOTICE.  Unless Borrower provides Lender with evidence of
 the insurance coverage required by Borrower's agreement with Lender,  Lender
 may purchase insurance at Borrower's  expense to protect Lender's  interests
 in the collateral.   This insurance  may, but need  not, protect  Borrower's
 interests.  The coverage  that Lender purchases may  not pay any claim  that
 Borrower makes or any claim that is made against Borrower in connection with
 the collateral.    Borrower may  later  cancel any  insurance  purchased  by
 Lender, but  only after  providing Lender  with evidence  that Borrower  has
 obtained insurance  as required  by their  agreement.   If Lender  purchases
 insurance for the collateral, Borrower will be responsible for the costs  of
 that insurance, including interest and any  other charges Lender may  impose
 in connection with the placement of the insurance, until the effective  date
 of the  cancellation or  expiration of  the  insurance.   The costs  of  the
 insurance  may  be  added  to   Borrower's  total  outstanding  balance   or
 obligation.   The costs  of the  insurance  may be  more  than the  cost  of
 insurance Borrower may be able to obtain on Borrower's own.

 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE  PROVISIONS
 OF THIS NOTE.  BORROWER AGREES TO THE TERMS OF THE NOTE.


 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

 BORROWER:

 ABIDON, INC.


 By:                               By:
     -------------------------         -------------------------
     Howard P. Miller,                 Stanley D. Miller,
     President of Abidon, Inc.         Secretary of Abidon, Inc.

<PAGE>


 RECORDATION REQUESTED BY:
    Bank One, Illinois, N.A.
    Rockford Business Banking
    LPO
    6000 East State Street
    Rockford, IL 61104

 WHEN RECORDED MAIL TO:
    Bank One
    Commercial Loan Servicing
    TX1-1405
    P.O. Box 901094
    Fort Worth, TX 76101-2094


                                                FOR RECORDER'S USE ONLY
 ----------------------------------------------------------------------------

 This Mortgage prepared by:

                     Crystal Binns
                     1111 Polaris Parkway 3M
                     Columbus, OH 43240

 ----------------------------------------------------------------------------

                                   MORTGAGE

 MAXIMUM LIEN.  At no time shall the principal amount of Indebtedness secured
 by the Mortgage, not including sums advanced to protect the security of  the
 Mortgage, exceed $111,827.58.

 THIS MORTGAGE dated December 11, 2001, is made and executed between  Abidon,
 Inc., whose address is 5301 E. State Street, Rockford, IL 61108 (referred to
 below as "Grantor")  and Bank One,  Illinois, N.A., with  a loan  production
 office at Rockford Business Banking LPO,  6000 East State Street,  Rockford,
 IL 61104 (referred to below as "Lender").

 GRANT OF  MORTGAGE.    For valuable  consideration,  Grantor  mortgages  and
 warrants to  Lender all  of Grantor's  right, title,  and interest,  whether
 existing or  hereafter acquired,  in and  to  the following  described  real
 property, together  with all  existing or  subsequently erected  or  affixed
 buildings, improvements and fixtures; all easements, rights of way, streets,
 roads, alleys and  public places,  privileges and  appurtenances, public  or
 private, now or hereafter used in  connection with the Property; all  rights
 to make divisions of the land that are exempt from the platting requirements
 of all applicable land division and/or  platting acts, as amended from  time
 to time; all water, water rights,  watercourses and ditch rights  (including
 stock in utilities with ditch or irrigation rights); all Personal  Property;
 all  licenses,  contracts,  permits  and  agreements  required  or  used  in
 connection with the ownership, operation or maintenance of the Property; all
 insurance proceeds; all awards, including interest, made to Grantor for  any
 taking by eminent domain  of the Property; all  existing and future  leases,
 subleases, licenses and other agreements for the use and/or occupancy of the
 Property, oral or written, including all extensions, renewals,  replacements
 and holdovers; all Rents from the Property; and all other rights, royalties,
 and profits relating  to the real  property, including, without  limitation,
 all minerals, oil, gas, geothermal and similar matters (the "Real Property")
 located in Winnebago County, State of Illinois:

    See Exhibit "A", which is  attached to this Mortgage  and made a part  of
    this Mortgage as if fully set forth herein.

 The Real Property or its address is  commonly known as 5411 E. State  Street
 and  188  Orchard  Avenue,  Rockford,  IL  61108.   The  Real  Property  tax
 identification number is 12-28-127-004 and 12-28-127-005.

 CROSS-COLLATERALIZATION.  In addition to the Note, this Mortgage secures all
 obligations, debts and  liabilities, plus  interest thereon,  of Grantor  to
 Lender, or any one or more of them, as well as all claims by Lender  against
 Grantor or  any one  or more  of  them, whether  now existing  or  hereafter
 arising, whether related or  unrelated to the purpose  of the Note,  whether
 voluntary or otherwise, whether due or not due, direct or indirect, absolute
 or contingent, liquidated or unliquidated and whether Grantor may be  liable
 individually or jointly with others, whether obligated as guarantor, surety,
 accommodation party or otherwise.

 Grantor unconditionally, irrevocably and presently assigns, grants,  conveys
 and sets over to Lender all of Grantor's right, title and interest in and to
 all present and future leases, subleases, licenses and other agreements  for
 the use and/or  occupancy of the  Property, oral or  written, including  all
 extensions,  renewals,   replacements  and   holdovers  (collectively,   the
 "Leases")  and all Rents from the  Property.  In addition, Grantor grants to
 Lender a Uniform Commercial Code security interest in the Personal  Property
 and the Rents.

 This Mortgage, including the assignment of Leases and Rents and the security
 interest in the Rents and Personal Property, is given to secure (A)  payment
 of the  Indebtedness  and (B)  performance  of  any and  all  covenants  and
 obligations under the Note, the Related Documents, and this Mortgage.

 THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:

 PAYMENT AND PERFORMANCE.   Except as  otherwise provided  in this  Mortgage,
 Grantor shall pay  to Lender all  amounts secured by  this Mortgage as  they
 become due and  shall strictly perform  all of  Grantor's obligations  under
 this Mortgage.

 POSSESSION AND MAINTENANCE OF THE PROPERTY.   Grantor agrees that  Grantor's
 possession and  use of  the  Property shall  be  governed by  the  following
 provisions:

    Duty to  Maintain.   Grantor shall  maintain the  Property in  tenantable
    condition  and   promptly   perform  all   repairs,   replacements,   and
    maintenance necessary to preserve its value.

    Compliance With Environmental Laws.   Grantor represents and warrants  to
    Lender  that: (1)  during  the  period  of  Grantor's  ownership  of  the
    Property,  there  has   been  no   generation,  manufacture,   treatment,
    refinement, transportation, disposal,  release or  threatened release  of
    any Hazardous  Substances by  any person  on, under,  about or  from  the
    Property; (2)  Grantor has no  knowledge of,  or reason  to believe  that
    there has been,  except as previously  disclosed to  and acknowledged  by
    Lender in  writing, (a)  any  breach or  violation of  any  Environmental
    Laws,   (b)   any   generation,   manufacture,   treatment,   refinement,
    transportation, disposal, release or threatened release of any  Hazardous
    Substances on, under, about or from  the Property by any prior owners  or
    occupants of the Property or  (c) any actual or threatened litigation  or
    claims of  any kind  by any  person  relating to  such matters;  and  (3)
    except as previously disclosed to and acknowledged by Lender in  writing,
    (a)  neither  Grantor  nor  any   tenant,  contractor,  agent  or   other
    authorized user  of the  Property (an  "occupant") shall  use,  generate,
    manufacture, store, treat, refine, transport,  dispose of or release  any
    Hazardous Substances on, under, about or from the Property or (b) if  any
    such activity occurs, any such activity shall be conducted in  compliance
    with all  applicable  federal,  state and  local  laws,  regulations  and
    ordinances, including, without limitation,  all Environmental Laws.   The
    representations and warranties  contained herein are  based on  Grantor's
    due diligence in investigating the Property for Hazardous Substances.

    Grantor and any occupants at the Property shall exercise extreme care  in
    handling Hazardous Substances  and, if Grantor  or any  occupant uses  or
    encounters any Hazardous  Substances at the  Property, Grantor shall,  at
    its own cost and  expense, in addition to  complying with all  applicable
    federal, state  and local  laws, regulations  and ordinances,  including,
    without  limitation,  all  Environmental  Laws,  undertake  any  and  all
    preventive,  investigatory  or   remedial  action  (including   emergency
    response, removal, containment  and other remedial  action) necessary  to
    prevent or minimize  (a) property damage  (including damage to  Grantor's
    or any occupant's own property),  (b) personal injury, (c) damage to  the
    environment or  (d) the  threat of  any such  damage or  injury, in  each
    case,  by  reason  of  any  release  of  or  exposure  to  any  Hazardous
    Substances at the Property or  the operations of Grantor of any  occupant
    at the Property.

    Grantor authorizes Lender and  its agents to enter  upon the Property  to
    make such  inspections and  tests, at  Grantor's expense,  as Lender  may
    deem appropriate  to  determine  compliance of  the  Property  with  this
    section of this Mortgage.  Any inspections or tests made by Lender  shall
    be for Lender's purposes  only and shall not  be construed to create  any
    responsibility or liability on  the part of Lender  to Grantor or to  any
    other person.   if, pursuant  to the  section set  forth below  regarding
    expenditures by Lender, Lender  performs any of  the actions required  of
    Grantor under this section of  the Mortgage, Lender shall not, by  reason
    of such  performance, be  deemed  to be  assuming any  responsibility  of
    Grantor under any Environmental Law or to any third party.

    Grantor shall immediately  notify Lender upon  becoming aware  of any  of
    the following:  (a)  any spill,  release  or disposal  of  any  Hazardous
    Substances at the  Property or in  connection with any  of operations  at
    the Property, if such spill, release or disposal must be reported to  any
    governmental  authority under  applicable  Environmental  Laws;  (b)  any
    contamination, or imminent  threat of contamination,  of the Property  by
    any Hazardous  Substances  or  any violation  of  Environmental  Laws  in
    connection  with  the  Property  or  any  operations  conducted  at   the
    Property; (c)  any order,  notice of  violation, fine,  penalty or  other
    similar  action by  any  governmental  authority  relating  to  Hazardous
    Substances, Environmental Laws, the Property or the operations  conducted
    at the  Property; (d)  any judicial  or administrative  investigation  or
    proceeding relating  to  Hazardous Substances,  Environmental  Laws,  the
    Property or the  operations conducted at  the Property;  (e) any  matters
    relating to Hazardous Substances or Environmental Laws that would give  a
    reasonably prudent  lender  cause  to be  concerned  that  the  value  of
    Lender's security interest in the  Property may be reduced or  threatened
    or that may impair, or  threaten to impair, Grantor's ability to  perform
    any of its obligations under this Mortgage when such performance is  due.
    Grantor shall deliver to Lender,  at Lender's request, copies of any  and
    all documents  in  Grantor's  possession (or  to  which  it  has  access)
    relating to  Hazardous Substances,  Environmental Laws,  the Property  or
    the operations conducted at the Property, including, without  limitation,
    the  results  of  laboratory  analyses,  site  assessments  or   studies,
    environmental audit reports and other consultants' studies and reports.

    Grantor hereby: (1)  releases and waives  any future  claims against  any
    Indemnified  Person  (as  defined  in  the  Indemnity  provision  in  the
    MISCELLANEOUS PROVISIONS section below) for indemnity or contribution  in
    the event Grantor  becomes liable for  cleanup or other  costs under  any
    Environmental Laws; and (2)  agrees to indemnify  and hold harmless  each
    Indemnified person against any  and all obligations, actions,  judgments,
    suits, claims,  losses, liabilities,  damages, penalties,  disbursements,
    costs and expenses, of any  kind or nature, which any Indemnified  Person
    may directly  or indirectly sustain  or suffer  resulting from,  relating
    to, arising out of or arising as a consequence of (a) any breach of  this
    section of the Mortgage, (b)  any use, generation, manufacture,  storage,
    treatment, refinement,  transportation, disposal,  release or  threatened
    release  of  any  Hazardous  Substances  occurring  during  or  prior  to
    Grantor's ownership  of the  Property, whether  or not  the same  was  or
    should have  been know  to  Grantor, (c)  any investigatory  or  remedial
    action involving the Property, the  operations conducted at the  Property
    or any other operations of Grantor  or any occupant at the Property  that
    is required by any  Environmental Laws and (d)  the contamination of  the
    Property  by   any  Hazardous   Substances,  by   any  means   whatsoever
    (including, without limitation, any migration of any Hazardous  Substance
    onto the Property, present or future).

    The provisions of this section of the Mortgage, including the  obligation
    to indemnify,  shall survive  the  payment of  the Indebtedness  and  the
    satisfaction and reconveyance of the lien of this Mortgage and shall  not
    be affected by Lender's  or any Indemnified  person's acquisition of  any
    interest in the Property, whether by foreclosure or otherwise.

    Nuisance,  Waste.   Grantor  shall  not  cause,  conduct  or  permit  any
    nuisance nor commit, permit,  or suffer any stripping  of or waste on  or
    to the Property  or any portion  of the Property.   Without limiting  the
    generality of the  foregoing, Grantor will  not remove, or  grant to  any
    other party the right to remove, any timber, minerals (including oil  and
    gas), coal, clay, scoria, soil, gravel or rock products without  Lender's
    prior written consent.

    Removal of  Improvements.   Grantor  shall  not demolish  or  remove  any
    Improvements  from the  Real  Property  without  Lender's  prior  written
    consent.  As a condition to  the removal of any Improvements, Lender  may
    require Grantor to  make arrangements satisfactory  to Lender to  replace
    such Improvements with Improvements of at least equal value.

    Lender's Right to Enter.  Lender and Lender's agents and  representatives
    may enter upon  the Real property  at all reasonable  times to attend  to
    Lender's interests  and to  inspect  the Real  Property for  purposes  of
    Grantor's compliance with the terms and conditions of this Mortgage.

    Compliance  with  Governmental  Requirements.    Grantor  shall  promptly
    comply with all laws,  ordinances, and regulations,  now or hereafter  in
    effect,  of  all  governmental  authorities  applicable  to  the  use  or
    occupancy of the  Property, including without  limitation, the  Americans
    with Disabilities Act.  Grantor may  contest in good faith any such  law,
    ordinance, or regulation and  withhold compliance during any  proceeding,
    including appropriate appeals, so long as Grantor has notified Lender  in
    writing prior  to doing  so and  so long  as, in  Lender's sole  opinion,
    Lender's interests  in the  Property  are not  jeopardized.   Lender  may
    require Grantor to post  adequate security or  a surety bond,  reasonably
    satisfactory to Lender, to protect Lender's interest.

    Duty to Protect.  Grantor agrees neither to abandon nor leave  unattended
    the Property.   Grantor shall  do all other  acts, in  addition to  those
    acts set forth above  in this section, which  from the character and  use
    of the  Property are  reasonably necessary  to protect  and preserve  the
    Property.

 DUE ON SALE _ CONSENT  BY LENDER.  Lender  may, at Lender's option,  declare
 immediately due and payable all sums secured by this Mortgage upon the  sale
 or transfer, without Lender's prior written  consent, of all or any part  of
 the Real  Property, or  any interest  in  the Real  Property.   A  "sale  or
 transfer" means  the conveyance  of Real  Property or  any right,  title  or
 interest in  the  Real Property;  whether  legal, beneficial  or  equitable;
 whether voluntary or involuntary; whether by outright sale, deed installment
 sale contract, land contract, contract for  deed, leasehold interest with  a
 term greater  than  three (3)  years,  lease-option contract,  or  by  sale,
 assignment, or transfer of any beneficial  interest in or to any land  trust
 holding title to the Real Property, or by any other method of conveyance  of
 an interest  in  the  Real Property.    If  any Grantor  is  a  corporation,
 partnership or limited liability company, transfer also includes any  change
 in ownership of  more than twenty-five  percent (25%) of  the voting  stock,
 partnership interests or  limited liability company  interests, as the  case
 may be, of such  Grantor.  However,  this option shall  not be exercised  by
 Lender if such exercise is prohibited by federal law or by Illinois law.

 TAXES AND LIENS.  The following  provisions relating to the taxes and  liens
 on the Property are part of this Mortgage:

    Payment.   Grantor  shall  pay when  due  (and  in all  events  prior  to
    delinquency) all taxes, payroll taxes, special taxes, assessments,  water
    charges and sewer  service charges levied  against or on  account of  the
    Property, and  shall pay when  due all  claims for  work done  on or  for
    services rendered or material furnished  to the Property.  Grantor  shall
    maintain the Property free of any liens having priority over or equal  to
    the interest  of  Lender under  this  Mortgage, except  for  those  liens
    specifically agreed to in writing by  Lender, and except for the lien  of
    taxes and  assessments not  due  as further  specified  in the  Right  to
    Contest paragraph.

    Right to Contest.  Grantor  may withhold payment of any tax,  assessment,
    or claim in connection with a  good faith dispute over the obligation  to
    pay, so long  as Lender's interest  in the Property  is not  jeopardized.
    If a lien arises  or is filed  as a result  of nonpayment, Grantor  shall
    within fifteen  (15) days  after  the lien  arises,  or if  requested  by
    Lender, deposit with Lender  cash or a  sufficient corporate surety  bond
    or other  security satisfactory  to  Lender in  an amount  sufficient  to
    discharge the lien plus any  costs and attorneys' fees, or other  charges
    that could accrue as a  result of a foreclosure  or sale under the  lien.
    In any contest, Grantor shall defend itself and Lender shall satisfy  any
    adverse judgement  before  enforcement  against the  Property.    Grantor
    shall  name Lender  as  an  additional  obligee  under  any  surety  bond
    furnished in the contest proceedings.

    Evidence of  Payment.    Grantor shall  upon  demand  furnish  to  Lender
    satisfactory evidence of payment  of the taxes  or assessments and  shall
    authorize the appropriate governmental official  to deliver to Lender  at
    any time a  written statement of  the taxes and  assessments against  the
    Property.

    Notice of Construction.   Grantor shall  notify Lender  at least  fifteen
    (15) days before any  work is commenced, any  services are furnished,  or
    any materials  are supplied  to  the Property,  if any  mechanic's  lien,
    materialmen's lien, or  other lien could  be asserted on  account of  the
    work, services  or  materials.   Grantor  will  upon  request  of  Lender
    furnish to Lender advance assurances satisfactory to Lender that  Grantor
    can and will pay the cost of such improvements.

 PROPERTY DAMAGE INSURANCE.   The following  provisions relating to  insuring
 the Property are a part of this Mortgage:

    Maintenance of Insurance.   Grantor shall  procure and maintain  policies
    of fire  insurance  with standard  extended  coverage endorsements  on  a
    replacement basis for the full insurable value covering all  Improvements
    on the Real Property in an amount sufficient to avoid application of  any
    coinsurance clause,  and with  a standard  mortgagee clause  in favor  of
    Lender.  Grantor  shall also procure  and maintain comprehensive  general
    liability insurance in such coverage  amounts as Lender may request  with
    Lender being  named as additional  insureds in  such liability  insurance
    policies.   Additionally, Grantor  shall maintain  such other  insurance,
    including but  not limited to  hazard, business  interruption and  boiler
    insurance as  Lender may  require.   Policies shall  be written  by  such
    insurance companies and in such  form as may be reasonably acceptable  to
    Lender.  Grantor shall  deliver to Lender  certificates of coverage  from
    each  insurer  containing  a  stipulation  that  coverage  will  not   be
    cancelled or  diminished without  a minimum  of thirty  (30) day's  prior
    written notice  to  Lender  and not  containing  any  disclaimer  of  the
    insurer's liability  for failure  to give  such notice.   Each  insurance
    policy also  shall  include an  endorsement  providing that  coverage  in
    favor of Lender will not be impaired in  any way by any act, omission  or
    default of grantor  or any  other person.   Should the  Real Property  be
    located in an area  designated by the Director  of the Federal  Emergency
    Management Agency  as a  special  flood hazard  area, Grantor  agrees  to
    obtain and maintain Federal Flood  Insurance, if available, after  notice
    is given  by Lender  that the  Property  is located  in a  special  flood
    hazard area, for the  full unpaid principal balance  of the loan and  any
    prior liens on the property securing  the loan, up to the maximum  policy
    limits set under the National  Flood Insurance Programs, or as  otherwise
    required by Lender, and  to maintain such insurance  for the term of  the
    loan.

    Application of Proceeds.   Grantor shall  promptly notify  Lender of  any
    loss or  damage to  the  Property.   Lender may  make  proof of  loss  if
    Grantor fails  to  do  so  within fifteen  (15)  days  of  the  casualty.
    Whether or not  Lender's security is  impaired, Lender  may, at  Lender's
    election, receive and retain the proceeds of any insurance and apply  the
    proceeds to  the  reduction of  the  Indebtedness, payment  of  any  lien
    affecting the Property, or  the restoration and  repair of the  Property.
    If Lender  elects  to  apply the  proceeds  to  restoration  and  repair,
    grantor shall repair or replace the damaged or destroyed Improvements  in
    a manner satisfactory to Lender.   Lender shall, upon satisfactory  proof
    of such expenditure, pay or  reimburse Grantor from the proceeds for  the
    reasonable cost of repair or restoration  so long as no Event of  Default
    exists.   Any proceeds  which have  not been  disbursed within  180  days
    after their receipt and which Lender  has not committed to the repair  or
    restoration of the Property shall be  used first to pay any amount  owing
    to Lender  under the  Mortgage, then  to pay  accrued interest,  and  the
    remainder, if  any, shall  be applied  to the  principal balance  of  the
    Indebtedness.  If Lender holds any proceeds after payment in full of  the
    Indebtedness,  such proceeds  shall  be  paid  to  Grantor  as  Grantor's
    interests may appear.

    Unexpired Insurance at Sale.  Any unexpired insurance shall inure to  the
    benefit of, and pass  to, the purchaser of  the Property covered by  this
    Mortgage at any trustee's  sale or other sale  held under the  provisions
    of this Mortgage, or at any foreclosure sale of such Property.

 LENDER'S EXPENDITURES.  If any action or proceeding is commenced that  would
 materially affect Lender's interest in the  Property or if Grantor fails  to
 comply with  any  provision  of this  Mortgage  or  any  Related  Documents,
 including but not limited to Grantor's failure to discharge or pay when  due
 any amounts Grantor is required to  discharge or pay under this Mortgage  or
 any Related Documents,  Lender on  Grantor's behalf  may (but  shall not  be
 obligated to) take any  actin that Lender  deems appropriate, including  but
 not limited to discharging or paying  all taxes, liens, security  interests,
 encumbrances and other claims, at any time levied or placed on the  Property
 and paying all costs for insuring, maintaining and preserving the  Property.
 All such expenditures incurred or paid by Lender for such purposes will then
 bear interest at the rate charged under  the Note from the date incurred  or
 paid by Lender to the date of repayment by Grantor.  All such expenses  will
 become a  part of  the Indebtedness  and, at  Lender's option,  will (A)  be
 payable on  demand,  (B)  be  added  to the  balance  of  the  Note  and  be
 apportioned among and be payable with any installment payments to become due
 during either  (1) the  term of  any applicable  insurance policy,  (2)  the
 remaining term of the  Note, or (3)  be treated as  a balloon payment  which
 will be due  and payable at  the Note's maturity.   The  Property also  will
 secure payment of these  amounts.  Such  right shall be  in addition to  all
 other rights  and  remedies  to  which  Lender  may  be  entitled  upon  the
 occurrence of any Event of Default.  Any such action by Lender shall not  be
 construed as curing any Event of Default so as to bar Lender from any remedy
 that Lender otherwise would have had.

 WARRANTY; DEFENSE OF TITLE.  The following provisions relating to  ownership
 of the Property are a part of this Mortgage:

    Title.  Grantor  warrants that:   (a) Grantor holds  good and  marketable
    title of record  to the Property  in fee simple,  free and  clear of  all
    liens and encumbrances other  than those set forth  in the Real  Property
    description or  in any  title insurance  policy, title  report, or  final
    title opinion issued in favor  of, and accepted by, Lender in  connection
    with this  Mortgage, and  (b)  Grantor has  the  full right,  power,  and
    authority to execute and deliver this Mortgage to Lender.

    Defense of  Title.   Subject to  the exception  in the  paragraph  above,
    Grantor warrants  and  will forever  defend  the title  to  the  Property
    against  the claims  of  all  persons.    In  the  event  any  action  or
    proceeding is commenced  that questions Grantor's  title or the  interest
    of Lender  under  this  Mortgage, Grantor  shall  defend  the  action  at
    Grantor's expense.  Grantor may be the nominal party in such  proceeding,
    but Lender shall be entitled to  participate in the proceeding and to  be
    represented in  the proceeding  by counsel  of Lender's  own choice,  and
    Grantor  will  deliver,  or  cause  to  be  delivered,  to  Lender   such
    instruments as  Lender may  request  from time  to  time to  permit  such
    participation.

    Compliance with Laws.  Grantor  warrants that the Property and  Grantor's
    use  of  the  Property  complies  with  all  existing  applicable   laws,
    ordinances, and regulations of governmental authorities.

    No Other Liens.  Grantor will  not, without the prior written consent  of
    Lender, create, place, or permit to be created or placed, or through  any
    act or failure to act, acquiesce in  the placing of, or allow to  remain,
    any  mortgage,  voluntary   or  involuntary   lien,  whether   statutory,
    constitutional or contractual (except for  liens for ad valorem taxes  on
    the  Real  Property  which   are  not  delinquent),  security   interest,
    encumbrance or  charge, against  or covering  the Property,  or any  part
    thereof, other than as permitted in this Mortgage, regardless of  whether
    the  same are  expressly  or  otherwise  subordinate  to  the  liens  and
    security interests created by this Mortgage.

    Survival  of  Representations  and  Warranties.    All   representations,
    warranties,  and agreements  made  by  Grantor  in  this  Mortgage  shall
    survive the execution and delivery of this Mortgage, shall be  continuing
    in nature, and shall remain in full  force and effect until such time  as
    Grantor's Indebtedness shall be paid in full.

 CONDEMNATION.  The following provisions relating to condemnation proceedings
 are a part of this Mortgage:

    Proceedings.  If any proceeding  in condemnation is filed, Grantor  shall
    promptly notify Lender in writing,  and Grantor shall promptly take  such
    steps as may  be necessary  to defend the  action and  obtain the  award.
    Grantor may be the nominal party in such proceeding, but Lender shall  be
    entitled to participate in  the proceeding and to  be represented in  the
    proceeding by  counsel of its  own choice,  and Grantor  will deliver  or
    cause to be  delivered to Lender  such instruments  and documentation  as
    may  be  requested  by   Lender  from  time  to   time  to  permit   such
    participation.

    Application of  Net Proceeds.   If all  or any  part of  the Property  is
    condemned by eminent domain proceedings or by any proceeding or  purchase
    in lieu of condemnation, lender may  at its election require that all  or
    any  portion of  the  net  proceeds  of  the  award  be  applied  to  the
    Indebtedness or  the repair  or restoration  of the  Property.   The  net
    proceeds  of the  award  shall  mean  the  award  after  payment  of  all
    reasonable costs,  expenses, and attorneys'  fees incurred  by Lender  in
    connection with the condemnation.

 IMPOSITION OF  TAXES, FEES  AND CHARGES  BY GOVERNMENTAL  AUTHORITIES.   The
 following provisions relating to governmental taxes, fees and charges are  a
 part of this Mortgage:

    Current Taxes, Fees and Charges.   Upon request by Lender, Grantor  shall
    execute such documents  in addition to  this Mortgage  and take  whatever
    other action  is requested  by Lender  to perfect  and continue  Lender's
    lien on  the Real  Property.   Grantor  shall  reimburse Lender  for  all
    taxes,  as described  below,  together  with  all  expenses  incurred  in
    recording, perfecting  or  continuing this  Mortgage,  including  without
    limitation all  taxes, fees, documentary  stamps, and  other charges  for
    recording or registering this Mortgage.

    Taxes.   The  following shall  constitute  taxes to  which  this  section
    applies: (1) a specific  tax upon this  type of Mortgage  or upon all  or
    any part of  the Indebtedness secured  by this Mortgage;  (2) a  specific
    tax on Grantor  which Grantor is  authorized or required  to deduct  from
    payments on the Indebtedness secured by this type of Mortgage; (3) a  tax
    on this type of Mortgage chargeable  against the Lender or the holder  of
    the  Note; and  (4)  a  specific  tax  on  all  or  any  portion  of  the
    Indebtedness or on payments of principal and interest made by Grantor.

    Subsequent Taxes.  If  any tax to which  this section applies is  enacted
    subsequent to the date of this  Mortgage, this event shall have the  same
    effect as an Event of Default, and Lender may exercise any or all of  its
    available remedies  for an  Event  of Default  as provided  below  unless
    Grantor either  (1) pays the  tax before  it becomes  delinquent, or  (2)
    contests the tax  as provided above  in the Taxes  and Liens section  and
    deposits with Lender cash or a sufficient corporate surety bond or  other
    security satisfactory to Lender.

 ASSIGNMENT OF RENTS AND LEASES.   The following provisions relating to  this
 Mortgage as an assignment of Rents and Leases are a part of this Mortgage:

    License to  Grantor.   Unless and  until Lender  exercises its  right  to
    collect the Rents as provided below, and  so long as no Event of  Default
    exists, Grantor  shall have a  license to  (a) remain  in possession  and
    control of  the Property, (b)  operate and  manage the  Property and  (c)
    collect the Rents; provided that  the granting of such license shall  not
    constitute  Lender's consent  to  the  use  of  cash  collateral  in  any
    bankruptcy proceedings.   The foregoing license  shall automatically  and
    immediately terminate, without notice to Grantor, upon the occurrence  of
    any Event of  Default.   After the occurrence  of any  Event of  Default,
    Lender may  exercise any  of  the rights  and  remedies set  forth  below
    and/or elsewhere  in this  Mortgage.   Any Rents  that are  collected  by
    Grantor after the  occurrence of any  Event of Default  shall be held  in
    trust for the benefit of lender.

    Grantor's   Representations,   Warranties   and   Covenants.      Grantor
    represents, warrants and covenants  that: (a) Grantor  has good title  to
    the Leases and is entitled to receive  the Rents, in each case, free  and
    clear of all rights,  loans, liens, encumbrances,  and claims, except  as
    disclosed to and accepted by Lender in writing; (b) Grantor has the  full
    right, power and authority to assign  and convey the Leases and Rents  to
    Lender; (c) Grantor has  not previously assigned  or conveyed the  Leases
    and/or Rents  to any  other person  or entity  by any  instrument now  in
    force; (d) Grantor will not sell, assign, encumber, or otherwise  dispose
    of any of Grantor's  rights in the Leases  and/or the Rents; (e)  Grantor
    will fulfill and perform its  obligations under all Leases and will  give
    Lender prompt notice of  any default in the  performance of the terms  of
    any of the Leases by either  Grantor or any tenant, together with  copies
    of all notices  sent to  or received by  Grantor in  connection with  any
    Lease; (f)  Grantor  will  enforce the  tenant's  obligations  under  the
    Leases; (g)  Grantor will  not, in  any way,  enter into  any new  Lease,
    amend, assign, cancel, or terminate any Lease, accept a surrender of  any
    Lease or any leased  premises, accept any payment  of Rent more than  one
    month in advance or waive,  release, discharge or compromise any Rent  or
    any of the obligations of  the tenants under any  of the Leases, in  each
    case, without  the prior  written  consent of  Lender; (h)  Grantor  will
    appear in and defend  or prosecute any action  growing out of any  Lease,
    at Grantor's cost  and expense; (i)  there is no  present default by  any
    tenant under any  Lease; (j) all  existing Leases are  in full force  and
    effect and unmodified; (k) to the best of Grantor's knowledge, no  person
    or entity other than  authorized tenants is in  possession of all or  any
    part of the  Property; (l)  Grantor will provide  copies of  any and  all
    Leases and Lease amendments, and all records relating thereto, to  Lender
    upon Lender's request.

    Lender's Right  to Receive and  Collect Rents.   Subject  to the  license
    granted to Grantor above, Lender shall  have the right, at any time  from
    and after the occurrence of any Event of Default, to collect and  receive
    the Rents.   For this  purpose, Lender is  hereby given  and granted  the
    following rights, powers, and authority:  (a) Lender may send notices  to
    any and all tenants of the Property advising them of this assignment  and
    directing all Rents to be paid directly to Lender or Lender's agent;  (b)
    Lender may  (i) enter  upon and  take possession  of the  Property,  (ii)
    demand, collect and receive from  the tenants (or from any other  persons
    liable therefor) all of  the Rents of the  Property, (iii) institute  and
    carry on  all  legal proceedings  necessary  for the  protection  of  the
    Property, including  such  proceedings as  may  be necessary  to  recover
    possession of the Property and collect the Rents, (iv) remove any  tenant
    or other  persons from  the  Property, (v)  enter  upon the  Property  to
    maintain the Property  and keep  the same in  repair, and  pay the  costs
    therefor  and  of  all  services   of  all  employees,  including   their
    equipment, and of all  continuing costs and  expenses of maintaining  the
    Property  in  proper  repair  and  condition  and  (vi)  pay  all   taxes
    assessments and  water  utilities and  the  premiums on  fire  and  other
    insurance effected on the Property; (c) Lender may do any and all  things
    necessary or advisable to  execute and comply  with all applicable  laws,
    rules, orders, ordinances and requirements of all governmental  agencies;
    (d) Lender may (i) rent  or lease the whole or  any part of the  Property
    for such  term  or  terms and  on  such  conditions as  Lender  may  deem
    appropriate and (ii)  modify, terminate or  accept the  surrender of  any
    Leases and/or waive ,  release, discharge or compromise  any Rent or  any
    obligations of any of the tenants  under the Leases; (e) Lender may  make
    any payment including necessary  costs, expenses and reasonable  attorney
    fees, or perform any action required of Grantor under any Lease,  without
    releasing Grantor from the obligation to  do so and without notice to  or
    demand on Grantor; (f) Lender may  engage such agent or agents as  Lender
    may deem appropriate, either  in Lender's name or  in Grantor's name,  to
    rent and manage  the Property, including  the collection and  application
    of Rents;  and (g) Lender  may do  all such  other things  and acts  with
    respect to the  Property, the  Leases and the  Rents as  lender may  deem
    appropriate and may act exclusively and solely in the place and stead  of
    Grantor.   Lender has  all of  the  powers of  Grantor for  the  purposes
    stated above.  Lender shall  not be required to  do any of the  foregoing
    acts or things and the fact that Lender shall have performed one or  more
    of the foregoing acts or things shall not require Lender to do any  other
    specific act or thing.  The  foregoing rights and remedies of Lender  are
    in addition  to and  not in  limitation  of the  rights and  remedies  of
    Lender under  the  RIGHTS  AND REMEDIES  UPON  DEFAULT  section  of  this
    Mortgage, including the  rights and remedies  set forth  in the  "Collect
    Rents" provision, all of which rights and remedies are incorporated  into
    this ASSIGNMENT OF RENTS section.

    Application of  Rents.  Any  Rents received  by Lender  shall be  applied
    against the Indebtedness (including Lender's costs and expenses) in  such
    order or manner as Lender shall elect in its sole discretion.

    Right to Rely.   Grantor hereby  irrevocably authorizes  and directs  the
    tenants under the Leases  to pay Rents to  Lender upon written demand  by
    Lender, without further consent  of Grantor.  The  tenants may rely  upon
    any written  statement delivered  by Lender  to the  tenants.   Any  such
    payment to Lender shall constitute  payment to Grantor under the  Leases.
    The provisions of this paragraph  are intended solely for the benefit  of
    the tenants  and shall  never inure  to  the benefit  of Grantor  or  any
    person claiming through  or under Grantor,  other than a  tenant who  has
    not received such notice.  The  assignment of Rents and Leases set  forth
    herein is  not contingent  upon any  notice or  demand by  Lender to  the
    tenants.

    Lender in Possession.   Lender's acceptance of  this Mortgage shall  not,
    prior to entry upon and taking  possession of the Property by Lender,  be
    deemed to  constitute Lender a  "mortgagee in  possession," nor  obligate
    Lender to: (a)  appear in or  defend any proceedings  relating to any  of
    the Leases, the Rents or to the Property; (b) take any action  hereunder;
    (c) expend any money,  incur any expenses or  perform any obligations  or
    liability  under the  Leases;  or  (d)  assume  any  obligation  for  any
    deposits delivered to Grantor by any tenant and not delivered to  Lender.
    Lender shall not  be liable for  any injury or  damage to  any person  or
    property in or about the Property.  Grantor indemnifies Lender and  holds
    it harmless from all  liability or damages which  Lender may incur  under
    any Lease and from all claims  and demands which may be asserted  against
    Lender by reason  of any alleged  obligation on its  part to perform  any
    term of any Lease.

 SECURITY AGREEMENT; FINANCING STATEMENTS.  The following provisions relating
 to this Mortgage as a security agreement are a part of this Mortgage:

    Security  Agreement.    This  instrument  shall  constitute  a   Security
    Agreement to the  extent any of  the Property  constitutes fixtures,  and
    Lender shall have all of the rights of a secured party under the  Uniform
    Commercial Code as amended from time to time.

    Security  Interest.   Upon  request  by  Lender,  Grantor  shall  execute
    financial statements  and  take whatever  other  action is  requested  by
    Lender to perfect and  continue Lender's security  interest in the  Rents
    and Personal Property.   In addition  to recording this  Mortgage in  the
    real property  records,  Lender may,  at  any time  and  without  further
    authorization  from  Grantor,  file  executed  counterparts,  copies   or
    reproductions of this Mortgage as  a financing statement.  Grantor  shall
    reimburse Lender for  all expenses incurred  in perfecting or  continuing
    this security interest.   Upon the  occurrence of any  Event of  Default,
    Grantor shall assemble the Personal Property  in a manner and at a  place
    reasonably convenient  to Grantor  and Lender  and make  it available  to
    Lender within  three  (3)  days after  receipt  of  written  demand  from
    Lender.

    Addresses.    The  mailing  addresses  of  Grantor  (debtor)  and  Lender
    (secured party) from which  information concerning the security  interest
    granted by  this  Mortgage may  be  obtained  (each as  required  by  the
    Uniform Commercial  Code)  are  as  stated on  the  first  page  of  this
    Mortgage.

 FURTHER ASSURANCES; ATTORNEY-IN-FACT.  The following provisions relating  to
 further assurances and attorney-in-fact are a part of this Mortgage:

    Further Assurances.  At any time, and from time to time, upon request  of
    Lender, Grantor  will make,  execute and  deliver, or  will cause  to  be
    made, executed or delivered, to Lender or to Lender's designee, and  when
    requested  by  Lender,   cause  to  be   filed,  recorded,  refiled,   or
    rerecorded, as the  case may be,  at such time  and in  such offices  and
    places as Lender may deem appropriate, any and all such mortgages,  deeds
    of trust,  security  deeds, security  agreements,  financing  statements,
    continuation statements, instruments of further assurance,  certificates,
    and other documents as may, in  the sole opinion of Lender, be  necessary
    or desirable  in order  to effectuate,  complete, perfect,  continue,  or
    preserve (1)  Grantor's obligations under  the Note,  this Mortgage,  and
    the Related Documents, and (2)  the liens and security interests  created
    by  this Mortgage  on  the  Property,  whether  now  owned  or  hereafter
    acquired by Grantor.   Unless prohibited by law  or Lender agrees to  the
    contrary in writing,  Grantor shall reimburse  Lender for  all costs  and
    expenses incurred  in connection  with the  matters referred  to in  this
    paragraph.

    Attorney-in-Fact.  If Grantor fails to  do any of the things referred  to
    in the  preceding paragraph, Lender  may do  so for  and in  the name  of
    Grantor and  at Grantor's  expense.   For such  purposes, Grantor  hereby
    irrevocably  appoints  Lender  as  Grantor's  attorney-in-fact  for   the
    purpose of making,  executing, delivering, filing,  recording, and  doing
    all other  things as  may be  necessary or  desirable, in  Lender's  sole
    opinion,  to  accomplish  the  matters  referred  to  in  the   preceding
    paragraph.

 FULL PERFORMANCE.   If  Grantor  pays all  the  Indebtedness when  due,  and
 otherwise performs  all  the obligations  imposed  upon Grantor  under  this
 Mortgage,  Lender  shall   execute  and  deliver   to  Grantor  a   suitable
 satisfaction of this Mortgage and suitable statements of termination of  any
 financing statement on  file evidencing  Lender's security  interest in  the
 Rents and  the  Personal  Property.   Grantor  will  pay,  if  permitted  by
 applicable law, any reasonable termination fee as determined by Lender  from
 time to time.

 REINSTATEMENT OF SECURITY INTEREST.  If payment is made by Grantor,  whether
 voluntarily or otherwise,  or by  guarantor or by  any third  party, on  the
 Indebtedness and thereafter  Lender is forced  to remit the  amount of  that
 payment (A) to  Grantor's trustee  in bankruptcy  or to  any similar  person
 under any federal or state bankruptcy law or law for the relief of  debtors,
 (B)  by  reason  of  any  judgment,   decree  or  order  of  any  court   or
 administrative body  having  jurisdiction over  Lender  or any  of  Lender's
 property, or (C) by reason of any settlement or compromise of any claim made
 by Lender  with any  claimant (including  without limitation  Grantor),  the
 Indebtedness shall be considered  unpaid for the  purpose of enforcement  of
 this Mortgage and this Mortgage shall  continue to be effective or shall  be
 reinstated, as the  case may be,  notwithstanding any  cancellation of  this
 Mortgage or of  any note  or other  instrument or  agreement evidencing  the
 Indebtedness and the Property will continue  to secure the amount repaid  or
 recovered to the  same extent as  if that amount  never had been  originally
 received by Lender,  and Grantor shall  be bound by  any judgement,  decree,
 order, settlement  or compromise  relating to  the Indebtedness  or to  this
 Mortgage.

 EVENTS OF  DEFAULT.   Each  of  the  following, at  Lender's  option,  shall
 constitute an Event of Default under this Mortgage:

    Payment Default.  Grantor  fails to make any  payment when due under  the
    Indebtedness.

    Default on Other Payments.   Failure of Grantor within the time  required
    by this  Mortgage to  make any  payment for  taxes or  insurance, or  any
    other payment necessary to  prevent filing of or  to effect discharge  of
    any lien.

    Other Defaults.  Grantor fails  to comply with or  to pay or perform  any
    other  term,  obligation,  covenant   or  condition  contained  in   this
    Agreement or in any of the Related Documents or to comply with or to  pay
    or perform any term, obligation,  covenant or condition contained in  any
    other agreement between  Lender and Grantor  or between  Grantor and  any
    affiliate of BANK ONE CORPORATION.

    False Statements.   Any  warranty, representation  or statement  made  or
    furnished  to Lender  by  Grantor  or  on  Grantor's  behalf  under  this
    Mortgage, the Note, or  the Related Documents is  false or misleading  in
    any material respect,  either now  or at the  time made  or furnished  or
    becomes false or misleading at any time thereafter.

    Defective  Collateralization.   This  Mortgage  or  any  of  the  Related
    Documents ceases to  be in full  force and effect  (including failure  of
    any  collateral  document  to  create  a  valid  and  perfected  security
    interest or lien) at any time and for any reason.

    Insolvency.  The dissolution or  termination of Grantor's existence as  a
    going business, the insolvency of Grantor, the appointment of a  receiver
    for any part  of Grantor's property,  any assignment for  the benefit  of
    creditors, any  type of creditor  workout ,  or the  commencement of  any
    proceeding  under  any  bankruptcy  or  insolvency  laws  by  or  against
    Grantor.

    Creditor  or  Forfeiture  Proceedings.    Commencement  of   foreclosure,
    replevin,  repossession,  attachment,  levy,  execution,  or   forfeiture
    proceedings, whether  by judicial  proceeding,  self-help, or  any  other
    method, by  any  creditor  of Grantor,  or  by  any  governmental  agency
    against the Collateral  or any other  assets of Grantor.   However,  this
    Event of Default  shall not apply  if there is  a good  faith dispute  by
    Grantor as to the  validity or reasonableness of  the claim which is  the
    basis of  the creditor  or  forfeiture proceeding  and if  Grantor  gives
    Lender written  notice  of  the creditor  or  forfeiture  proceeding  and
    deposits  with  Lender  monies  or  surety  bond  for  the  creditor   or
    forfeiture proceeding, in  an amount determined  by Lender,  in its  sole
    discretion, as being an adequate reserve or bond for the dispute.

    Breach of Other Agreement.  Any breach by Grantor under the terms of  any
    other agreement between Grantor  and Lender that  is not remedied  within
    any grace  period  provided  therein, including  without  limitation  any
    agreement concerning any indebtedness or  other obligation of Grantor  to
    Lender, whether existing now or later.

    Adverse Change.  A material adverse change occurs in Grantor's  financial
    condition, or Lender believes the  prospect of payment or performance  of
    the Indebtedness is impaired.

    Events Affecting  Guarantor.   Any  of the  preceding Events  of  Default
    occurs with respect to any guarantor  of the Indebtedness as if the  word
    "guarantor" were substituted  for the world  "Grantor" in  such Event  of
    Default, or  any guarantor  dies or  becomes incompetent,  or revokes  or
    disputes the  validity  of,  or liability  under,  any  guaranty  of  the
    Indebtedness.

    Insecurity.  Lender in good faith believes itself insecure.

 RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of an Event of  Default
 and at any time thereafter, Lender, at Lender's option, may exercise any one
 or more  of the  following rights  and remedies,  in addition  to any  other
 rights or remedies provided by law:

    Accelerate Indebtedness.  Lender  shall have the right  at its option  to
    without notice to Grantor to declare the entire Indebtedness  immediately
    due and payable, including any prepayment penalty which Grantor would  be
    required to pay.

    UCC Remedies.  With respect to all or any part of the Personal  Property,
    Lender shall have all  the rights and remedies  of a secured party  under
    the Uniform Commercial Code.

    Collect Rents.  Lender shall  have the right, without notice to  Grantor,
    to take  possession of  the  Property and  collect the  Rents,  including
    amounts past due and unpaid, and  apply the net proceeds, over and  above
    Lender's costs, against the Indebtedness.  In furtherance of this  right,
    Lender may  require any  tenant or  other user  of the  Property to  make
    payments of  rent or  use fees  directly to  Lender.   If the  Rents  are
    collected  by Lender,  then  Grantor  irrevocably  designates  Lender  as
    Grantor's attorney-in-fact  to endorse  instruments received  in  payment
    thereof in the name of Grantor and to negotiate the same and collect  the
    proceeds.  Payments by  tenants or other users  to Lender in response  to
    Lender's demand shall satisfy the obligations for which the payments  are
    made, whether or not any proper  grounds for the demand existed.   Lender
    may exercise  its rights  under this  subparagraph either  in person,  by
    agent, or through a receiver.

    Mortgagee in Possession.   Lender shall  have the right  to be placed  as
    mortgagee  in  possession  or  to  have  a  receiver  appointed  to  take
    possession of all or any part of the Property, with the power to  protect
    and preserve the Property, to operate the Property preceding  foreclosure
    or sale,  and  to collect  the  Rents from  the  Property and  apply  the
    proceeds, over  and  above the  cost  of the  receivership,  against  the
    Indebtedness.  The mortgagee in possession or receiver may serve  without
    bond  if  permitted  by  law.  Lender's right  to  the appointment  of  a
    receiver shall exist whether  or not the apparent  value of the  Property
    exceeds the Indebtedness by a  substantial amount.  Employment by  Lender
    shall not disqualify a person from serving as a receiver.

    Judicial Foreclosure.   Lender may obtain  a judicial decree  foreclosing
    Grantor's interest in all or any part of the Property.

    Deficiency Judgment.  If permitted  by law, Lender may obtain a  judgment
    for any  deficiency remaining  in the  Indebtedness due  to Lender  after
    application of  all amounts  received  from the  exercise of  the  rights
    provided in this section.

    Other Remedies.  Lender shall have al other rights and remedies  provided
    in this Mortgage or the Note or available at law or in equity.

    Sale of  the  Property.   To  the  extent permitted  by  applicable  law,
    Grantor hereby waives any and all right to have the Property  marshalled.
    In exercising its rights and remedies,  Lender shall be free to sell  all
    or any part of  the Property together  or separately, in  one sale or  by
    separate sales.  Lender shall  be entitled to bid  at any public sale  on
    all or any portion of the Property.

    Notice of Sale.  Lender shall give Grantor reasonable notice of the  time
    and place of  any public sale  of the Personal  Property or  of the  time
    after which  any  private  sale or  other  intended  disposition  of  the
    Personal Property is  to be made.   Reasonable notice  shall mean  notice
    given at least ten (10) days before the time of the sale or disposition.

    Election of Remedies.  Election by  Lender to pursue any remedy will  not
    bar any other  remedy, and an  election to make  expenditures or to  take
    action to perform  an obligation of  Grantor under  this Mortgage,  after
    Grantor's failure to perform, shall not affect Lender's right to  declare
    a default  and exercise its  remedies.   Nothing under  this Mortgage  or
    otherwise shall be construed  so as to limit  or restrict the rights  and
    remedies available to  Lender following an  Event of Default,  or in  any
    way to limit  or restrict  the rights and  ability of  Lender to  proceed
    directly against Grantor  and/or against any  other co-maker,  guarantor,
    surety  or endorser  and/or  to  proceed  against  any  other  collateral
    directly or indirectly securing the Indebtedness.

    Attorneys' Fees; Expenses.   If Lender institutes any  suit or action  to
    enforce any of the  terms of this Mortgage,  Lender shall be entitled  to
    recover such sum as the  court may adjudge reasonable attorneys' fees  at
    trial and upon any appeal.  Whether or not any court action in  involved,
    and to the extent not  prohibited by law, all reasonable expenses  Lender
    incurs that  in  Lender's opinion  are  necessary  at any  time  for  the
    protection of its interest or the enforcement of its rights shall  become
    a part of the Indebtedness payable  on demand and shall bear interest  at
    the Note rate from  the date of the  expenditure until repaid.   Expenses
    covered by this  paragraph include, without  limitation, however  subject
    to  any  limits  under  applicable  law,  Lender's  attorneys'  fees  and
    Lender's legal expenses,  whether or not  there is  a lawsuit,  including
    attorneys'  fees  and  expenses  for  bankruptcy  proceedings  (including
    efforts to modify or vacate  any automatic stay or injunction),  appeals,
    and  any anticipated  post-judgment  collection  services,  the  cost  of
    searching  records,  obtaining   title  reports  (including   foreclosure
    reports), surveyors' reports, and appraisal fees and title insurance,  to
    the extent permitted by applicable law.  Grantor also will pay any  court
    costs, in addition to all other sums provided by law.

 NOTICES.  Any  notice required to  be given under  this Mortgage,  including
 without limitation any  notice of default  and any notice  of sale shall  be
 given in  writing, and  shall be  effective  when actually  delivered,  when
 actually received by telefacsimile (unless otherwise required by law),  when
 deposited with a  nationally recognized  overnight courier,  or, if  mailed,
 when deposited  in the  United States  mail, as  first class,  certified  or
 registered mail postage prepaid,  directed to the  addresses shown near  the
 beginning of this Mortgage.  All  copies of notices of foreclosure from  the
 holder of any lien which  has priority over this  Mortgage shall be sent  to
 Lender's address, as shown near the  beginning of this Mortgage.  Any  party
 may change its  address for  notices under  this Mortgage  by giving  formal
 written notice to  the other  parties, specifying  that the  purpose of  the
 notice is  to change  the party's  address.   For notice  purposes,  Grantor
 agrees to keep Lender  informed at all times  of Grantor's current  address.
 Unless otherwise provided  or required  by law, if  there is  more than  one
 Grantor, any notice given by  Lender to any Grantor  is deemed to be  notice
 given to all Grantors.

 ARBITRATION.  Undersigned  and Lender agree  that all  disputes, claims  and
 controversies between them  whether individual, joint,  or class in  nature,
 arising from  this  document  or  otherwise,  including  without  limitation
 contract and tort disputes, shall be arbitrated pursuant to the Rules of the
 American Arbitration Association in effect at  the time the claim is  filed,
 upon request of either party.  No act  to take or dispose of any  Collateral
 or Property (as  defined herein or  in any Related  Document) securing  this
 document  shall  constitute  a  waiver  of  this  arbitration  agreement  or
 be  prohibited  by  this   arbitration  agreement.  This  includes,  without
 limitation, obtaining injunctive  relief or a  temporary restraining  order;
 invoking a power of sale  under any deed of  trust or mortgage; obtaining  a
 writ of attachment  or imposition of  a receiver; or  exercising nay  rights
 relating to  personal  property,  including  taking  or  disposing  of  such
 property with or without judicial process  pursuant to applicable law.   Any
 disputes,  claims,   or   controversies   concerning   the   lawfulness   or
 reasonableness of  any  act,  or  exercise  of  any  right,  concerning  any
 Collateral or  Property  securing  this document,  including  any  claim  to
 rescind,  reform,  or  otherwise  modify  any  agreement  relating  to   the
 Collateral or Property  securing this  document, shall  also be  arbitrated,
 provided however that  no arbitrator shall  have the right  or the power  to
 enjoin or restrain any act of any  party.  Judgment upon any award  rendered
 by any arbitrator may be entered in any court having jurisdiction.   Nothing
 in this document shall preclude any party from seeking equitable relief from
 a court of competent  jurisdiction.  The  statute of limitations,  estoppel,
 waiver, laches, and similar doctrines which would otherwise be applicable in
 an action  brought  by  a  party shall  be  applicable  in  any  arbitration
 proceeding, and  the  commencement of  an  arbitration proceeding  shall  be
 deemed the  commencement of  an  action for  these  purposes.   The  Federal
 Arbitration  Act  shall  apply  to  the  construction,  interpretation,  and
 enforcement of this arbitration provision.

 JURY WAIVER.  THE UNDERSIGNED AND  LENDER (BY ITS ACCEPTANCE HEREOF)  HEREBY
 VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND  UNCONDITIONALLY WAIVE ANY RIGHT  TO
 HAVE A  JURY  PARTICIPATE  IN RESOLVING  ANY  DISPUTE  (WHETHER  BASED  UPON
 CONTRACT, TORT OR  OTHERWISE) BETWEEN OR  AMONG THE  UNDERSIGNED AND  LENDER
 ARISING OUT  OF  OR  IN  ANY  WAY RELATED  TO  THIS  DOCUMENT,  THE  RELATED
 DOCUMENTS, OR ANY RELATIONSHIP BETWEEN OR AMONG THE UNDERSIGNED AND  LENDER.
 THIS PROVISION IS A MATERIAL INDUCEMENT  TO LENDER TO PROVIDE THE  FINANCING
 EVIDENCED BY THIS DOCUMENT AND THE RELATED DOCUMENTS.

 MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part
 of this Mortgage:

    Amendments.    This  Mortgage,  together  with  any  Related   Documents,
    constitutes the entire understanding and  agreement of the parties as  to
    the matters set forth  in this Mortgage.   No alteration of or  amendment
    to this Mortgage shall  be effective unless given  in writing and  signed
    by the party or parties sought to  be charged or bound by the  alteration
    or amendment.

    Annual Reports.    If  the  Property is  used  for  purposes  other  than
    Grantor's residence,  Grantor shall furnish  to Lender,  upon request,  a
    certified statement of  net operating income  received from the  Property
    during Grantor's previous fiscal  yea in such form  and detail as  Lender
    shall require.  "Net operating income" shall mean all cash receipts  from
    the Property  less all  cash  expenditures made  in connection  with  the
    operation of the Property.

    Caption Headings.  Caption headings in this Mortgage are for  convenience
    purposes only  and  are  not  to  be used  to  interpret  or  define  the
    provisions of this Mortgage.

    Governing  Law.   This  Mortgage  will  be  governed  by,  construed  and
    enforced in accordance  with federal  law and the  laws of  the State  of
    Illinois.  This  Mortgage has  been accepted by  Lender in  the State  of
    Illinois.

    Choice of Venue.   If there  is a lawsuit,  Grantor agrees upon  Lender's
    request to submit to the jurisdiction of the courts of Winnebago  County,
    State of Illinois.

    No Waiver  by Lender.   Lender shall  not be  deemed to  have waived  any
    rights under this  Mortgage unless such  waiver is given  in writing  and
    signed by  Lender.   No  delay  or omission  on  the part  of  Lender  in
    exercising any  right shall  operate as  a waiver  of such  right or  any
    other right.  A waiver  by Lender of a  provision of this Mortgage  shall
    not prejudice  or constitute  a  waiver of  Lender's right  otherwise  to
    demand strict compliance with  that provision or  any other provision  of
    this Mortgage.   No prior  waiver by Lender,  nor any  course of  dealing
    between Lender and Grantor, shall constitute a waiver of any of  Lender's
    rights or of any of Grantor's obligations as to any future  transactions.
    Whenever the  consent of  Lender  is required  under this  Mortgage,  the
    granting of such consent by  Lender in any instance shall not  constitute
    continuing  consent  to  subsequent  instances  where  such  consent   is
    required and in all cases such consent may be granted or withheld in  the
    sole discretion of Lender.

    Indemnity.  Grantor hereby agrees to indemnify, defend and hold  harmless
    Lender,   and   its   officers,   directors,   employees,   agents    and
    representatives (each an "Indemnified Person"), from and against any  and
    all  liabilities,  obligations,   claims,  losses,  damages,   penalties,
    actions, judgments, suits, costs, expenses  or disbursements of any  kind
    or nature (collectively, the "Claims") which may be imposed on,  incurred
    by or asserted against any  Indemnified Person (whether or not caused  by
    an Indemnified  Person's  sole, concurrent  or  contributory  negligence)
    arising in  connection with the  Related Documents,  the Indebtedness  or
    the Property  (including,  without  limitation, the  enforcement  of  the
    Related Documents  and the  defense of  any Indemnified  Person's  action
    and/or inaction in connection with the Related Documents), except to  the
    limited  extent that  the  Claims  against  the  Indemnified  Person  are
    proximately caused  by  such  Indemnified Person's  gross  negligence  or
    willful misconduct.   This indemnification provided  for in this  section
    shall survive  the termination  of  this Mortgage  and shall  extend  and
    continue to benefit each individual or entity who is, becomes or has  any
    time been an Indemnified Person hereunder.

    Information  Waiver.    Lender   may  provide,  without  any   limitation
    whatsoever, to  any  one or  more  purchasers, potential  purchasers,  or
    affiliates of BANK ONE CORPORATION,  any information or knowledge  Lender
    may have about Grantor or about any matter relating to this Mortgage  and
    Grantor hereby waives any right to privacy Grantor may have with  respect
    to such matters.

    Severability.  If a court  of competent jurisdiction finds any  provision
    of this  Mortgage to  be illegal,  invalid, or  unenforceable as  to  any
    circumstance,  that  finding  shall  not  make  the  offending  provision
    illegal, invalid,  or unenforceable  as to  any other  circumstance.   If
    feasible, the offending  provision shall be  considered modified so  that
    it become  legal, valid  and  enforceable.   If the  offending  provision
    cannot  be  so  modified,  it  shall  be  considered  deleted  from  this
    Mortgage.  Unless otherwise required by law, the illegality,  invalidity,
    or unenforceability of any  provision of this  Mortgage shall not  affect
    the legality, validity or enforceability  of any other provision of  this
    Mortgage.

    Merger.  There shall be  no merger of the  interest or estate created  by
    this Mortgage with any  other interest or estate  in the Property at  any
    time held by or for  the benefit of Lender  in any capacity, without  the
    written consent of Lender.

    Successors and  Assigns.   Subject  to  any limitations  stated  in  this
    Mortgage on  transfer  of  Grantor's interest,  this  Mortgage  shall  be
    binding upon and inure  to the benefit of  the parties, their  successors
    and assigns.   If ownership of  the Property becomes  vested in a  person
    other than  Grantor, Lender,  without notice  to Grantor,  may deal  with
    Grantor's  successors   with  reference   to   this  Mortgage   and   the
    Indebtedness  by  way  of  forbearance  or  extension  without  releasing
    Grantor from  the obligations  of this  Mortgage or  liability under  the
    Indebtedness.

    Time is of the  Essence.  Time is  of the essence  in the performance  of
    this Mortgage.

    Waiver of Homestead Exemption.   Grantor hereby  releases and waives  all
    rights and  benefits of  the homestead  exemption laws  of the  State  of
    Illinois as to all Indebtedness secured by this Mortgage.

    Waiver of Right of Redemption.  NOTWITHSTANDING ANY OF THE PROVISIONS  TO
    THE CONTRARY CONTAINED IN  THIS MORTGAGE, GRANTOR  HEREBY WAIVES, TO  THE
    EXTENT PERMITTED UNDER 735 ILCS 5/15-1601(b) OR ANY SIMILAR LAW  EXISTING
    AFTER THE DATE  OF THIS  MORTGAGE, ANY AND  ALL RIGHTS  OF REDEMPTION  ON
    GRANTOR'S BEHALF AND ON BEHALF  OF ANY OTHER PERSONS PERMITTED TO  REDEEM
    THE PROPERTY.

 DEFINITIONS.   The following  capitalized words  and  terms shall  have  the
 following meanings when used in this  Mortgage.  Unless specifically  stated
 to the contrary,  all references  to dollar  amounts shall  mean amounts  in
 lawful money of the United States of America.   Words and terms used in  the
 singular shall include the plural, and the plural shall include the singular
 as the context may require.  Words  and terms not otherwise defined in  this
 Mortgage shall have  the meanings attributed  to such terms  in the  Uniform
 Commercial Code to the extent that this Mortgage encumbers Personal Property
 that is governed by the Illinois Uniform Commercial Code:

    Borrower.  The word "Borrower" means Abidon, Inc., and all other  persons
    and entities signing the Note in whatever capacity.

    Environmental Laws.   The  words "Environmental  Laws" mean  any and  all
    state, federal and  local statutes, regulations  and ordinances  relating
    to the protection of human  health or the environment, including  without
    limitation the  Comprehensive Environmental  Response, Compensation,  and
    Liability Act  of 1980,  as  amended, 42  U.S.C.  Section 9601,  et  seq.
    ("CERCLA"), the  Superfund Amendments  and Reauthorization  Act of  1986,
    Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation  Act,
    49 U.S.C. Section 1801, et  seq., the Resource Conservation and  Recovery
    Act, 42  U.S.C. Section  6901,  et seq.,  or  other applicable  state  or
    federal laws, rules, or regulations adopted pursuant thereto.

    Event of Default.  The  words "Event of Default"  mean any of the  Events
    of Default set forth  in this Mortgage in  the Events of Default  section
    of this Mortgage.

    Grantor.  The word "Grantor" means Abidon, Inc.

    Hazardous Substances.   The words "Hazardous  Substances" mean  materials
    that, because of their quantity,  concentration or physical, chemical  or
    infectious characteristics,  may cause  or pose  a present  or  potential
    hazard to human health or the environment when improperly used,  treated,
    stored, disposed of,  generated, manufactured,  transported or  otherwise
    handled.   The  words  "Hazardous Substances"  are  used  in  their  very
    broadest sense and include  without limitation any  and all hazardous  or
    toxic substances, materials or  waste as defined by  or listed under  the
    Environmental Laws.    The  term "Hazardous  Substances"  also  includes,
    without limitation, petroleum and  petroleum by-products or any  fraction
    thereof and asbestos.

    Improvements.   The word  "Improvements" means  all existing  and  future
    improvements, buildings,  structures, mobile  homes affixed  on the  Real
    Property, facilities, additions, replacements  and other construction  on
    the Real Property.

    Indebtedness.   The word  "Indebtedness" means  all principal,  interest,
    and other amounts, costs and  expenses payable under the Note or  Related
    Documents, together with  all renewals of,  extensions of,  modifications
    of,  consolidations  of  and  substitutions  for  the  Note  or   Related
    Documents and any  amounts expended or  advanced by  Lender to  discharge
    Grantor's  obligations  or  expenses   incurred  by  Lender  to   enforce
    Grantor's obligations  under this  Mortgage,  together with  interest  on
    such amounts  as provided in  this Mortgage.   In  addition, and  without
    limitation, the term  "Indebtedness" includes all  amounts identified  in
    the Cross-Collateralization  paragraph of  this Mortgage.   However,  the
    term "Indebtedness"  is  subject to  the  limitations identified  in  the
    Maximum Lien paragraph of this Mortgage.

    Lender.    The  word  "Lender"  means  Bank  One,  Illinois,  N.A.,   its
    successors and assigns.

    Mortgage.  The word  "Mortgage" means this  Mortgage between Grantor  and
    Lender.

    Note.   The  word  "Note"  means the  promissory  note  executed  by  the
    Borrower to the Lender in  the original principal amount of  $111,827.58,
    dated December 11, 2001,  together with all  renewals of, extensions  of,
    modifications of, refinancings of,  consolidations of, and  substitutions
    for such Note.

    Personal Property.   The words  "Personal Property"  mean all  equipment,
    fixtures, and other articles of personal property now or hereafter  owned
    by Grantor,  and  now  or  hereafter attached  or  affixed  to  the  Real
    Property; together  with all  accessions, parts,  and additions  to,  all
    replacements of, and  all substitutions for,  any of  such property;  and
    together with all  proceeds (including without  limitation all  insurance
    proceeds and refunds of premiums)  from any sale or other disposition  of
    the Property.

    Property.  The word "Property"  means collectively the Real Property  and
    the Personal Property.

    Real Property.    The  words "Real  Property"  mean  the  real  property,
    interests and rights, as further described in this Mortgage.

    Related Documents.   The words  "Related Documents"  mean all  promissory
    notes, credit  agreements,  loan  agreements,  environmental  agreements,
    guaranties, security  agreements,  mortgages, deeds  of  trust,  security
    deeds, collateral mortgages,  and all other  instruments, agreements  and
    documents, whether  now or  hereafter  existing, executed  in  connection
    with the Indebtedness.

    Rents.  The word  "Rents" means all present  and future rents,  revenues,
    income, issues, royalties, profits,  bonuses, accounts receivable,  cash,
    security deposits, advance rentals,  and other payments and/or  benefits,
    of every kind and nature, derived from the Property, including  Grantor's
    right to  enforce the  Leases and  to receive  and collect  payments  and
    proceeds under the Leases.


 GRANTOR ACKNOWLEDGES HAVING READ  ALL THE PROVISIONS  OF THIS MORTGAGE,  AND
 GRANTOR AGREES TO ITS TERMS.

 GRANTOR:

 ABIDON, INC.

 By:
     ------------------------------
     Howard P. Miller, President of
     Abidon, Inc.


 By:
     -------------------------------
     Stanley D. Miller, Secretary of
     Abidon, Inc.


<PAGE>


 EXHIBIT "A" which is attached to this Mortgage and made a part of this
 Mortgage as if fully set forth herein.

 Parcel I
 Lot One (1) as designated upon the Plat of Rockford Investors Subdivision,
 being a part of the Northwest Quarter of Section 28, Township 44 North,
 Range 2 East of the Third Principal Meridian, the Plat of which is recorded
 in Book 37 of Plats on Page 137B; situated in the County of Winnebago and
 State of Illinois.

 Parcel II
 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: Commencing at the
 Northwest corner of State View Subdivision, being a subdivision of part of
 the North Half (1/2) of said Section twenty-eight (28), the plat of which is
 recorded in Book 31 of Plats on page 92 in the Recorder's Office of
 Winnebago County, State of Illinois; thence South 0 degrees 0'0" East, Four
 Hundred Seventy-five and Thirty Hundredths (475.30) feet along the West line
 of said State View Subdivision to the North line of the Plat of Hy-Kit Wendy
 Acres, being a subdivision of part of the North Half (1/2) of said Section
 Twenty-eight (28) , the plat of which is recorded in said Recorder's Office;
 thence Westerly and Southerly along the Northerly and Westerly courses and
 distances of said Plat of Hy-Kit Wendy Acres, to the Northwest corner of Lot
 5 as designated upon said Plat of Hy-Kit- Wendy Acres; thence North 0
 degrees 0'0" East, Five Hundred Nine and Twenty-six Hundredths (509.26) feet
 along the West line of said plat of Hy-Kit Wendy Acres extended, to the
 Southerly line of the premises conveyed by Wilma C. Nichols et al to the
 State of Illinois, recorded in Book 1156 of Deeds on page 493 in said
 Recorder's Office; thence North 75 degrees 54' 40" East, Three Hundred
 Seventy-three and forty-four Hundredths (373.44) feet along said Southerly
 line to the place of beginning; situated in the County of Winnebago and
 State of Illinois.  EXCEPTING THEREFROM the following described real estate:
 Lot One (1) as designated upon the Plat of Rockford Investors Subdivision,
 being a part of the Northwest Quarter of Section 28, Township 44 North,
 Range 2 East of the Third Principal Meridian, the plat of which is recorded
 in Book 37 of Plats on Page 137B; situated in the County of Winnebago and
 State of Illinois.