OPEN-END MORTGAGE



        COMMERCIAL MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES

                                   AND RENTS



         This OPEN-END COMMERCIAL MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF

LEASES AND RENTS (this "Mortgage") entered into at New Britain, Connecticut, as

of March 5, 2004 between APEX MACHINE TOOL COMPANY, INC., a Connecticut

corporation, with an address of 1806 New Britain Avenue, Farmington, Connecticut

06032 (the "Mortgagor") and BANKNORTH, N.A., a national banking association with

an address of 102 West Main Street, New Britain, Connecticut 06051 (the "Bank").



      The real property which is the subject matter of this Mortgage has the

following address(es): 21 SPRING LANE, FARMINGTON, CONNECTICUT (the

"Address(es)").



      THE CONDITION OF THIS DEED IS SUCH THAT WHEREAS, Mortgagor is justly

indebted to Bank in the principal amount of $1,659,000.00 as evidenced by

Mortgagor's Five Year Adjustable Term Note of even date herewith in the

principal amount of $1,659,000.00 (the "Five Year Term Note"), a copy of which

is attached hereto as Exhibit B; and



      WHEREAS, MORTGAGOR AND THE BANK EACH ACKNOWLEDGE THE TRUTH OF THE

FOREGOING AND AGREE TO BE BOUND THEREBY.



                  1. MORTGAGE, OBLIGATIONS AND FUTURE ADVANCES



1.1   Mortgage. For valuable consideration paid and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

Mortgagor hereby mortgages, grants, bargains, transfers, sells, conveys, sets

over and assigns to the Bank and its successors and assigns forever, with

MORTGAGE COVENANTS upon the STATUTORY CONDITION, all of Mortgagor's right, title

and interest in and to the "Property" described below, to secure the prompt

payment and performance of the Obligations (as hereinafter defined), including

without limitation, all amounts due and owing to the Bank and all obligations

respecting the Five Year Adjustable Term Note, dated March 5, 2004 in favor of

Bank in the original principal amount of $1,659,000.00 (the "Note"; and

collectively, along with all other agreements, documents, certificates and

instruments delivered in connection therewith, the "Loan Documents"), and any

substitutions, modifications, extensions or amendments to any of the Loan

Documents.



      The amount of principal obligations outstanding and evidenced by the Loan

Documents and secured by this Mortgage total $1,659,000.00 as of the date of

this Mortgage but this Mortgage shall nevertheless secure payment and

performance of all Obligations.



1.2   Security Interest in Property. As continuing security for the Obligations

the Mortgagor hereby pledges, assigns and grants to the Bank, and its successors

and assigns, a security interest in any of the Property (as hereinafter defined)

constituting fixtures. This Mortgage is and shall be deemed to be a security

agreement and financing statement pursuant to the terms of the Uniform

Commercial Code of Connecticut (the "Uniform Commercial Code") as to any and all

fixtures and as to all such property the Bank shall have the rights and remedies

of a secured party under the Uniform Commercial Code in addition to its rights

hereunder. This Mortgage constitutes a financing statement filed as a fixture

filing



{PAGE}



under C.G.S.A., Section 42a-9-502(c) of the Uniform Commercial Code covering any

Property which now is or later may become a fixture.



1.3   Collateral Assignment of Leases and Rents. The Mortgagor hereby

irrevocably and unconditionally assigns to the Bank, and its successors and

assigns, as collateral security for the Obligations all of the Mortgagor's

rights and benefits under any and all Leases (as hereinafter defined) and any

and all rents and other amounts now or hereafter owing with respect to the

Leases or the use or occupancy of the Property. This collateral assignment shall

be absolute and effective immediately, but the Mortgagor shall have a license,

revocable by the Bank, to continue to collect rents owing under the Leases until

an Event of Default (as hereinafter defined) occurs and the Bank exercises its

rights and remedies to collect such rents as set forth herein.



1.4   Conditions to Grant. To have and to hold the above granted Property unto

and to the use and benefit of the Bank, and its successors and assigns, forever;

provided, however, the conveyances, grants and assignments contained in this

Mortgage are upon the express condition that, if Mortgagor shall pay and perform

the Obligations in full, including, without limitation, all principal, interest

and premium thereon and other charges, if applicable, in accordance with the

terms and conditions in the Loan Documents and this Mortgage, shall pay and

perform all other Obligations as set forth in this Mortgage and shall abide by

and comply with each and every covenant and condition set forth herein and in

the Loan Documents, the conveyances, grants and assignments contained in this

Mortgage shall cease, terminate and be void.



1.5   Property. The term "Property," as used in this Mortgage, shall mean that

certain parcel of land and the fixtures, structures and improvements and all

personal property constituting fixtures, as that term is defined in the Uniform

Commercial Code, now or hereafter thereon located at the Address, as more

particularly described in Exhibit A attached hereto, together with: (i) all

judgments, awards of damages and settlements hereafter made as a result or in

lieu of any Taking, as hereinafter defined; (ii) all of the rights and benefits

of the Mortgagor under any present or future leases and agreements relating to

the Property, including, without limitation, rents, issues and profits, or the

use or occupancy thereof together with any extensions and renewals thereof,

specifically excluding all duties or obligations of the Mortgagor of any kind

arising thereunder (the "Leases"); and (iii) all contracts, permits and licenses

respecting the use, operation or maintenance of the Property.



1.6   Obligations. The term "Obligation(s)," as used in this Mortgage, shall

mean the Note and any liabilities and amounts, liquidated or unliquidated, owing

by the Mortgagor to the Bank arising under this Mortgage or any of the Loan

Documents. A copy of the Note is attached hereto as Exhibit B.



1.7   Open-End Mortgage. The Bank has made a loan to the Mortgagor pursuant to

the Loan Documents and evidenced by the Note attached hereto as Exhibit B. The

Mortgagor and the Bank agree it is their mutual intent that this Mortgage

constitute, inter alia, a lien securing the Obligations including without

limitation, to the extent any amounts are to be advanced at a later date

pursuant to the terms of the Loan Documents or Note, in accordance with Section

49-2(c) of the Connecticut General Statutes, and that the Bank and the Mortgagor

shall have all of the rights, powers and protections to which the parties of an

open-end mortgage are entitled under Connecticut law.



                   2. REPRESENTATIONS, WARRANTIES, COVENANTS



2.1   Representations and Warranties. The Mortgagor represents and warrants

that:



      (a)   This Mortgage has been duly executed and delivered by the Mortgagor

            and is the legal, valid and binding obligation of the Mortgagor

            enforceable in accordance with its terms, except as limited by

            bankruptcy, insolvency, reorganization, moratorium and other laws

            affecting the enforcement of creditors' rights generally;



      (b)   The Mortgagor is the sole legal owner of the Property, holding good

            and marketable fee simple title to the Property, subject to no

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