EXHIBIT 10.3

WHEN RECORDED MAIL TO:
     Bank of America, N.A.
     CCS-Small BusinesslPremier
     FL9-100-03-15
     P.O. Box 40329
     Jacksonville, FL 32203-0329







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This Mortgage prepared by:

                   Name: K. CHISMAR-4690017, OFFICER
                   Company: Bank of America, N.A.
                   Address: FL9-100-03-15, Jacksonville, FL 32203-0329


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                                    MORTGAGE
                                 FUTURE ADVANCES


MAXIMUM LIEN. The total amount of indebtedness secured by this Mortgage may
decrease or increase from time to time, but the maximum amount of principal
indebtedness which may be outstanding at any one time shall not exceed
$1,016,000.00, plus interest, and amounts expended or advanced by Lender for the
payment of taxes, levies or insurance on the Property, and interest on such
amounts.

THIS MORTGAGE dated July 21, 2006, is made and executed between Procyon
Corporation, whose address is 1300 S. Highland Avenue, Clearwater, FL 33765-6519
(referred to below as "Grantor") and Bank of America, N.A., whose address is
FL9-100-03-15, P.O. Box 40329, Jacksonville, FL 32203-0329 (referred to below as
"Lender").

GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages to Lender all
of Grantor's right, title, and interest 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, and
appurtenances; all water, water rights, watercourses and ditch rights (including
stock in utilities with ditch Or irrigation rights); 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 PINELLAS County, State of Florida:

See "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 1300 S. Highland Avenue,
Clearwater, FL 33756.

Grantor presently assigns to Lender all of Grantor's right, title, and interest
in and to all present and future leases of the Property and all Rents from the
Property. In addition, Grantor grants to Lender a Uniform Commercial Code
security interest in the Personal Property and Rents.

FUTURE ADVANCES. In addition to the Note, this Mortgage secures all future
advances made by Lender to Grantor whether or not the advances are made pursuant
to a commitment. Specifically, without limitation, this Mortgage secures, in
addition to the amounts specified in the Note, all future amounts Lender in its
discretion may loan to Grantor within twenty (20) years of the date of this
Mortgage, together with all interest thereon; however, in no event shall such
future advances (excluding interest) exceed in the aggregate $ 508,000.00.

THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN
THE RENTS AND PERSONAL PROPERTY, 1S GIVEN TO SECURE (A) PAYMENT OF THE
INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN
THE ORIGINAL PRINCIPAL AMOUNT OF $508,000.00, 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:

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                                    MORTGAGE
                                   (Continued)
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Possession and Use. Until the occurrence of an Event of Default, Grantor may (1)
remain in possession and control of the Property; (2) use, operate or manage the
Property; and (3) collect the Rents from the Property.

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 use, generation, manufacture, storage, treatment, disposal, release or
threatened release of any Hazardous Substance 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 use,
generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance 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 shall use, generate, manufacture, store, treat, dispose of or
release any Hazardous Substance on, under, about or from the Property; and (b)
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. 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 the 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. The
representations and warranties contained herein are based on Grantor's due
diligence in investigating the Property for Hazardous Substances. Grantor hereby
(1) releases and waives any future claims against Lender for indemnity or
contribution in the event Grantor becomes liable for cleanup or other costs
under any such laws; and (2) agrees to indemnify and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties, and
expenses which Lender may directly or indirectly sustain or suffer resulting
from a breach of this section of the Mortgage or as a consequence of any use,
generation, manufacture, storage, disposal, release or threatened release
occurring prior to Grantor's ownership or interest in the Property, whether or
not the same was or should have been known to Grantor. 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 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.

Subsequent Liens. Grantor shall not allow any subsequent liens or mortgages on
all or any portion of the Property without the prior written consent of Lender.

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 or 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 sate 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 Florida 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

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                                    MORTGAGE
                                   (Continued)
                                                                          Page 3

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 a lien is filed, within fifteen (151 days after Grantor
has notice of the filing, secure the discharge of the lien, 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 reasonable 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 and shall satisfy any adverse judgment
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) days' 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, within 45 days 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
Program, 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
     if Grantor is not in default under this Mortgage. 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 this 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.

     Grantor's Report on insurance. Upon request of Lender, however not more
     than once a year, Grantor shall furnish to Lender a report on each existing
     policy of insurance showing: (1) the name of the insurer; (2) the risks
     insured; (31 the amount of the policy; 141 the property insured, the then
     current replacement value of such property, and the manner of determining
     that value; and (5) the expiration date of the policy. Grantor shall, upon
     request of Lender, have an independent appraiser satisfactory to Lender
     determine the cash value replacement cost of the 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 shalt not be obligated to) take
any action 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; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note's maturity. The Mortgage 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 Default.

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                                    MORTGAGE
                                   (Continued)
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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
     lawful 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.

     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 intangible
     personal property taxes, documentary stamp taxes, fees, and other charges
     for recording or registering this Mortgage.

     Taxes. The following shall constitute taxes to which this section applies:
     (1) a specific tax, including without limitation an intangible personal
     property 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.

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 take whatever
     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 default, Grantor shall not remove, sever or detach
     the Personal Property from the Property. Upon default, Grantor shall
     assemble any Personal Property not affixed to the 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 to the extent permitted by applicable law.

     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:

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                                    MORTGAGE
                                   (Continued)
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     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, reified, or rerecorded,
     as the case may be, at such times 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 as first and
     prior liens 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, including without
limitation all future advances, 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.

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 perform any other term,
     obligation, covenant or condition contained in this Mortgage or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Grantor.

     Default in Favor of Third Parties. Should Grantor default under any loan,
     extension of credit, security agreement, purchase or sales agreement, or
     any other agreement, in favor of any other creditor or person that may
     materially affect.any of Grantor's property or Grantor's ability to repay
     the Indebtedness or Grantor's ability to perform Grantor's obligations
     under this Mortgage or any related document.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Grantor or on Grantor's behalf under this Mortgage
     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 or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Grantor or by any
     governmental agency against any property securing the Indebtedness. This
     includes a garnishment of any of Grantor's accounts, including deposit
     accounts, with Lender. 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 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.

     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.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any Guarantor of any of the Indebtedness or any Guarantor dies or
     becomes incompetent, or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness.

     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. 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 without
     notice to Grantor to declare the entire Indebtedness immediately due and
     payable, including any prepayment penalty which Grantor would be required
     to pay.

     UGC 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.

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                                    MORTGAGE
                                   (Continued)
                                                                          Page 6

     Collect Rents. Lender personally, or by Lender's agents or attorneys, may
     enter into and upon all or any part of the Property, and may exclude
     Grantor, Grantor's agents and servants wholly from the Property. Lender may
     use, operate, manage and control the Property. Lender shall be entitled to
     collect and receive all earnings, revenues, rents, issues, profits and
     income of the Property and every part thereof, all of which shall for all
     purposes constitute property of Grantor. After deducting the expenses of
     conducting the business thereof, and of all maintenance, repairs, renewals,
     replacements, alterations, additions, betterments and improvements and
     amounts necessary to pay for taxes, assessments, insurance and prior or
     other property charges upon the Property or any part thereof, as well as
     just and reasonable compensation for the services of Lender. Lender shall
     apply such monies first to the payment of the principal of the Note, and
     the interest thereon, when and as the same shall become payable and second
     to the payment of any other sums required to be paid by Grantor under this
     Mortgage.

     Appoint Receiver. In the event of a suit being instituted to foreclose this
     Mortgage, Lender shall be entitled to apply at any time pending such
     foreclosure suit to the court having jurisdiction thereof for the
     appointment of a receiver of any or all of the Property, and of all rents,
     incomes, profits, issues and revenues thereof, from whatsoever source. The
     parties agree that the court shall forthwith appoint such receiver with the
     usual powers and duties of receivers in like cases. Such appointment shall
     be made by the court as a matter of strict right to Lender and without
     notice to Grantor, and without reference to the adequacy or inadequacy of
     the value of the Property, or to Grantor's solvency or any other party
     defendant to such suit. Grantor hereby specifically waives the right to
     object to the appointment of a receiver and, agrees that such appointment
     shall be made as an admitted equity and as a matter of absolute right to
     Lender, and consents to the appointment of any officer or employee of
     Lender as receiver. Lender shall have the right 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 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 applicable 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.

     Tenancy at Sufferance. If Grantor remains in possession of the Property
     after the Property is sold as provided above or Lender otherwise becomes
     entitled to possession of the Property upon default of Grantor, Grantor
     shall become a tenant at sufferance of Lender or the purchaser of the
     Property and shall, at Lender's option, either (1) pay a reasonable rental
     for the use of the Property, or (2) vacate the Property immediately upon
     the demand of Lender.

     Other Remedies. Lender shall have all 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 ail 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 shalt mean notice given at least
     ten (10) days before the time of the sale or disposition. Any sale of the
     Personal Property may be made in conjunction with any sale of the Real
     Property.

     Election of Remedies. Election by Lender to pursue any remedy shall not
     exclude pursuit of 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 as attorneys' fees at
     trial and upon any appeal. Whether or not any court action is 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 reasonable attorneys' fees and Lender's legal
     expenses, whether or not there is a lawsuit, including reasonable
     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 requited 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.
Any party may change its address for notices under this Mortgage by giving
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.

<PAGE>

                                    MORTGAGE
                                   (Continued)
                                                                          Page 7

DISPUTE RESOLUTION PROVISION. This paragraph, including the subparagraphs below,
is referred to as the "Dispute Resolution Provision." This Dispute Resolution
Provision is a material inducement for the parties entering into this agreement.

(a) This Dispute Resolution Provision concerns the resolution of any
controversies or claims between the parties, whether arising in contract, tort
or by statute, including but not limited to controversies or claims that arise
out of or relate to: (il this agreement (including any renewals, extensions or
modifications); or (ii) any document related to this agreement (collectively a
"Claim"). For the purposes of this Dispute Resolution Provision only, the term
"parties" shall include any parent corporation, subsidiary or affiliate of
Lender involved in the servicing, management or administration of any obligation
described or evidenced by this agreement.

lb) At the request of any party to this agreement, any Claim shall be resolved
by binding arbitration in accordance with the Federal Arbitration Act (Title 9,
U.S. Code) (the "Act"). The Act will apply even though this agreement provides
that it is governed by the law of a specified state.

(c) Arbitration proceedings will be determined in accordance with the Act, the
then-current rules and procedures for the arbitration of financial services
disputes of the American Arbitration Association or any successor thereof
("AAA"), and the terms of this Dispute Resolution Provision. In the event of any
inconsistency, the terms of this Dispute Resolution Provision shall control. If
AAA is unwilling or unable to (i) serve as the provider of arbitration or Iii)
enforce any provision of this arbitration clause, the Lender may designate
another arbitration organization with similar procedures to serve as the
provider of arbitration.

(d) The arbitration shall be administered by AAA and conducted, unless otherwise
required by law, in any U.S. state where real or tangible personal property
collateral for this credit is located or if there is no such collateral, in the
state specified in the governing law section of this agreement. All Claims shall
be determined by one arbitrator; however, if Claims exceed Five Million Dollars
($5,000,000), upon the request of any party, the Claims shall be decided by
three arbitrators. All arbitration hearings shall commence within ninety (90)
days of the demand for arbitration and close within ninety (90) days of
commencement and the award of the arbitrator(s) shall be issued within thirty
130) days of the close of the hearing. However, the arbitrator(s), upon a
showing of good cause, may extend the commencement of the hearing for up to an
additional sixty (60) days. The arbitrator(s) shall provide a concise written
statement of reasons for the award. The arbitration award may be submitted to
any court having jurisdiction to be confirmed and have judgment entered and
enforced.

(e) The arbitrator(s) will give effect to statutes of limitation in determining
any Claim and may dismiss the arbitration on the basis that the Claim is barred.
For purposes of the application of any statutes of limitation, the service on
AAA under applicable AAA rules of a notice of Claim is the equivalent of the
filing of a lawsuit. Any dispute concerning this arbitration provision or
whether a Claim is arbitrable shall be determined by the arbitrator(s), except
as set forth at subparagraph (h) of this Dispute Resolution Provision. The
arbitratorls) shall have the power to award legal fees pursuant to the terms of
this agreement.

(f) This paragraph does not limit the right of any party to: 1i) exercise
self-help remedies, such as but not limited to, setoff; (ii) initiate judicial
or non-judicial foreclosure against any real or personal property collateral;
(iii) exercise any judicial or power of sale rights, or (iv) act in a court of
law to obtain an interim remedy, such as but not limited to, injunctive relief,
writ of possession or appointment of a receiver, or additional or supplementary
remedies.

(g) The filing of a court action is not intended to constitute a waiver of the
right of any party, including the suing party, thereafter to require submittal
of the Claim to arbitration.

(h1 Any arbitration or trial by a judge of any Claim will take place on an
individual basis without resort to any form of class or representative action
(the "Class Action Waiver"). Regardless of anything else in this Dispute
Resolution Provision, the validity and effect of the Class Action Waiver may be
determined only by a court and not by an arbitrator. The parties to this
Agreement acknowledge that the Class Action Waiver is material and essential to
the arbitration of any disputes between the parties and is nonseverable from the
agreement to arbitrate Claims. If the Class Action Waiver is limited, voided or
found unenforceable, then the parties' agreement to arbitrate shall be null and
void with respect to such proceeding, subject to the right to appeal the
limitation or invalidation of the Class Action Waiver. The Parties acknowledge
and agree that under no circumstances will a class action be arbitrated.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT:
(A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF, IB) THIS DOCUMENT SUPERSEDES ANY
COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER. TERM SHEET
OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE
CONTRARY, (C) THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. AND (D) THIS
DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

GOVERNING LAW. This Document will be governed by and interpreted in accordance
with federal law and the laws of the State of Florida.

ADDRESS FOR NOTICES. Notwithstanding anything to the contrary herein, all
notices and communications to the Lender shall be directed to the following
address:

               Bank of America, N.A.
               Jacksonville CCS; Attn: Notice Desk
               9000 Southside Blvd., Bldg. 100, 3rd Floor
               Jacksonville, FL 32266.

ENVIRONMENTAL REPORTS. In the event Lender has a duty or obligation under
applicable laws, regulations or other requirements to disclose any information
concerning Hazardous Substances or Environmental Laws to Borrower or any other
party, Lender is hereby authorized to make such a disclosure. Lender may also
disclose such information to any regulatory authority and to any other parties
as necessary or appropriate in Lender's judgment.

<PAGE>

                                    MORTGAGE
                                   (Continued)
                                                                          Page 8

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 year 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.

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

     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.

     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 becomes 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.

     Waive Jury. All parties to this Mortgage hereby waive the right to any jury
     trial in any action, proceeding, or counterclaim brought by any party
     against any other party.

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:

     Borrower. The word "Borrower" means Procyon Corporation and includes all
     co-signers and co-makers signing the Note and all their successors and
     assigns.

     Default. The word "Default" means the Default set forth in this Mortgage in
     the section titled "Default".

     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. 1"CERCLA"1, 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 Procyon Corporation.

     Guarantor. The word "Guarantor" means any guarantor, surety, or
     accommodation party of any or all of the Indebtedness. Guaranty. The word
     "Guaranty" means the guaranty from Guarantor to Lender, including without
     limitation a guaranty of all or part of the Note.

     Hazardous Substances. The words "Hazardous Substances" mean materials that,
     because of their quantity, concentration or

<PAGE>

                                    MORTGAGE
                                   (Continued)
                                                                          Page 9



     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 the indebtedness evidenced by
     the Note or Related Documents, including all principal and interest
     together with all other indebtedness and costs and expenses for which
     Borrower or Grantor or any other borrower, guarantor, pledgor, obligor or
     accommodation party is responsible under this Agreement or under any of the
     Related Documents, including any obligations arising under any interest
     rate, credit, commodity or equity swap, cap, floor, collar, forward foreign
     exchange transaction, currency swap, cross currency rate swap, currency
     option, securities puts, calls, collars, options or forwards or any
     combination of, or option with respect to, these or similar transactions
     now or hereafter entered into between any such party and Lender or any
     affiliate of Lender.

     Lender. The word "Lender" means Bank of America, 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 dated July 21, 2006, in the
     original principal amount of $508,000.00 from Grantor to Lender, together
     with all renewals of, extensions of, modifications of, refinancings of,
     consolidations of, and substitutions for the promissory note or agreement.

     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, and other benefits derived from the
     Property.



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

GRANTOR:



PROCYON CORPORATION

By:____________________________________________________
   Regina W. Anderson, President of Procyon Corporation
WITNESSES: X




X

<PAGE>

                                    MORTGAGE
                                   (Continued)
                                                                         Page 10

--------------------------------------------------------------------------------
                            CORPORATE ACKNOWLEDGMENT


STATE OF____________________________     )
                                      SS



COUNTY OF The foregoing instrument was acknowledged before me this ________ day
of __________ 20 by Regina W. Anderson, President of Procyon Corporation, a
Colorado corporation, on behalf of the corporation. He or she is personally
known to me or has produced____________________________as identification and
did/did not take an oath.


                                ________________________________________________
                                (Signature of Person Taking Acknowledgment}


                                ________________________________________________
                                (Name of Acknowledger Typed, Printed or Stamped)


                                ________________________________________________
                                (Title or Rank)


                                ________________________________________________
                                (Serial Number, if any)











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