THIS MORTGAGE IS AN OPEN-END MORTGAGE AND SECURES FUTURE ADVANCES



                (All notices to be given to Mortgagee pursuant to

                 42 Pa. C.S.A. 8143 shall be given as set forth

                       in Paragraph 25 of this Mortgage.)



                    OPEN-END MORTGAGE AND SECURITY AGREEMENT



     THIS OPEN-END  MORTGAGE AND SECURITY  AGREEMENT (this "Mortgage"  made this

14th day of January,  2004, by and between Spitz, Inc., a Delaware  corporation,

with an address of P.O. Box 198, Route 1, Chadds Ford,  Pennsylvania  19317 (the

Mortgagor),  and FIRST KEYSTONE BANK  (Mortgagee),  a federally  chartered stock

savings  bank  organized  and  existing  under the laws of the United  States of

America,  at  Mortgagee's  office  located  at  22  West  State  Street,  Media,

Pennsylvania, 19063.



                                   WITNESSETH:



     WHEREAS, this Mortgage is an Open-End Mortgageas set forth in 42 Pa. C.S.A.

8143 and secures  obligations  of  Mortgagor  and  Transnational,  Inc.  (TN) to

Mortgagee up to a maximum  amount of principal  indebtedness  outstanding at any

time of Three  Million Two Hundred  Thousand  ($3,200,000.00)  Dollars  together

with,  but not  limited  to,  advances  for the  payment of taxes and  municipal

assessments,  maintenance  charges,  insurance premiums,  costs incurred for the

protection of the Mortgaged Property  (hereinafter  defined) or the lien of this

Mortgage, expenses incurred by Mortgagee by reason of default by Mortgagor under

this Mortgage the Note (hereinafter  defined),  and all other sums due hereunder

or secured hereby, plus accrued and unpaid interest due under the Note; and



     WHEREAS,  Mortgagor  and  TN,  as part of the  foregoing  obligations,  has

executed and delivered to Mortgagee its Mortgage Note,  dated even date herewith

(the Note),  evidencing  Mortgagor's  and TN's  indebtedness to Mortgagee in the

principal amount of Three Million Two Hundred Thousand  ($3,200,000.00)  Dollars

in accordance with a certain  Commitment  Letter from Mortgagee to Mortgagor and

TN,  dated  December  19,  2003,  (the  Commitment  Letter),  and a certain Loan

Agreement  (the Loan  Agreement),  dated  even  date  herewith,  by and  between

Mortgagor, TN and Mortgagee,  together with interest thereon payable at the rate

and times, in the manner, and according to the terms and conditions specified in

the Note which provides for interest rate adjustments based on a formula therein

set forth; and



     WHEREAS,  all of the terms,  conditions  and  provisions  of the Note,  the

Commitment Letter and the Loan Agreement are by reference incorporated herein as

if fully set forth; and



     WHEREAS,  Mortgagor has duly executed and delivered this Mortgage to secure

all of Mortgagor's and TN's obligations under the Note and the Loan Agreement.







<PAGE>







     NOW,  THEREFORE,  in  consideration of the aforesaid  indebtedness,  and to

secure the  payment  of all sums due or to become due under the Note,  under the

Commitment  Letter,  under  the Loan  Agreement,  and  under  the  terms of this

Mortgage,  and to secure  the  payment  of all sums  advanced  by  Mortgagee  to

Mortgagor and TN, as well as to secure the  performance and observance of all of

the terms,  conditions and provisions of the Note,  the Commitment  Letter,  the

Loan Agreement,  this Mortgage,  the Assignment of Rents (hereinafter  defined),

the  Environmental  Indemnity  Agreement  (hereinafter  defined)  and all  other

agreements  and  instruments  given  by or on  behalf  of  Mortgagor  and  TN to

Mortgagee  in  connection  with  the  Note,  the  Commitment  Letter,  the  Loan

Agreement,  or this Mortgage  (collectively  the Loan Documents),  Mortgagor has

granted, bargained,  conveyed, sold, aliened, enfeoffed, released, confirmed and

mortgaged,  and by these  presents does hereby  grant,  bargain,  convey,  sell,

alien, enfeoff, release, confirm and mortgage unto Mortgagee, its successors and

assigns all that certain  parcel of real property  known as Route 1, Chadds Ford

Township,  Delaware County,  Pennsylvania,  being Folio No. 04-00-00034-02,  and

more specifically described on the metes and bounds legal description,  attached

hereto, made a part of hereof, and labeled Exhibit A (the Real Estate).



     TOGETHER  WITH all of  Mortgagor's  right,  title and interest now owned or

hereafter acquired in:



     (i)  All  buildings,   structures  and   improvements  of  every  kind  and

description now or hereafter erected or placed on the Real Estate.



     (ii) All tenements,  hereditaments,  appurtenances  and all the estates and

rights of Mortgagor in and to the Real Estate or any part thereof.



     (iii) All streets, roads, passages, ways, waters, water courses, easements,

and  privileges of whatsoever  kind or character,  belonging to, and  adjoining,

used in connection with or in any way appertaining to the Real Estate.



     (iv) All  reversions,  remainders,  easements,  rents,  issues,  income and

profits arising or issuing from the Real Estate and/or the buildings, structures

and  improvements  now or hereafter  erected or placed  thereon,  or any portion

thereof,  including,  but not limited to, the rents, issues,  income and profits

arising or issuing  from all  insurance  policies,  sale  agreements,  licenses,

options, leases and subleases now or hereafter entered into covering any part of

the Real  Estate  and/or  the  buildings,  structures  and  improvements  now or

hereafter  erected  or placed  thereon,  or any  portion  thereof,  all of which

insurance  policies,  sale agreements,  licenses,  options,  leases,  subleases,

rents, issues, income and profits are hereby assigned to Mortgagee by Mortgagor.

Mortgagor  will  execute and deliver to  Mortgagee,  on demand,  such  separate,

specific  assignments  and  instruments  as Mortgagee  may require to implement,

confirm,  maintain and  continue  the  assignment  hereunder.  Mortgagor  hereby

appoints  Mortgagee,  its  designees  and nominees,  as  Mortgagor's  agents and

attorneys-in-fact to collect such rents, issues and profits.

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