CONSTRUCTION MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

A.           The City of Wisconsin Rapids, Wisconsin (the “ Issuer ”), will issue its Industrial Development Revenue Bonds, Series 2007A, 2007B and 2007C (Advanced Fiberglass Technologies, Inc. Project) in the aggregate principal amount of Four Million Dollars ($4,000,000) (the “ Bonds ”), pursuant to a Bond Agreement dated as of February 28, 2007 (the “ Bond Agreement ”), by and between the Issuer, the Mortgagor, Advanced Fiberglass Technologies, Inc., a Wisconsin corporation (the “ Corporation ” and together with the Mortgagor, Jamie L. Mancl and Jennifer Mancl, the “ Borrower ,”) Nekoosa Port Edwards State Bank, as trustee (the “ Trustee ”) and Nekoosa Port Edwards State Bank, as Original Purchaser (the “ Original Purchaser ”).

B.           The proceeds derived from the issuance of the Bonds will be loaned to the Borrower pursuant to the Bond Agreement, and used to finance a project consisting of (i) the construction of an approximately 70,000 square foot manufacturing facility located at 4400 Commerce Drive, in the City of Wisconsin Rapids, Wisconsin (the “ Facility ”) to be owned by Mortgagor and operated by the Corporation; and (ii) the acquisition and installation of equipment at the Facility (collectively, the “ Project ”).

C.           To provide the funds to be loaned to the Borrower for payment of the costs of the Project, the Issuer has contracted for the sale of the Bonds to the Original Purchaser, and the Original Purchaser has agreed to purchase such Bonds in reliance on Borrower’s agreement to the terms and conditions set forth in that certain Credit Agreement dated as of February 28, 2007 by and between the Borrower and the Original Purchaser (the “ Credit Agreement ”).

D.           It is a condition precedent to the Original Purchaser’s obligation to purchase the Bonds that the Mortgagor shall have executed and delivered this Mortgage to the Bank to secure the Obligations (as defined in the Credit Agreement) and all other indebtedness (whether presently existing or hereafter arising) of the Mortgagor to the Bank.

In consideration of those obligations as stated in the Recitals and to induce the Bank to enter into the Credit Agreement and to purchase the Bonds, the Mortgagor hereby agrees with the Bank as follows:

                   (d)       Mortgaged Property :  shall mean the Real Property together with all of the other property and items described in Article II hereof, including the Project.

                  (e)       Real Property :  shall mean the land described in Exhibit A attached hereto and made a part hereof, together with any and all easements, rights-of-way, licenses, hereditaments, rights and privileges and appurtenances thereto, together with any and all other land which may at any time hereafter be conveyed by the Mortgagor to the Bank as security for the Secured Obligations.

To secure the performance of all covenants and agreements contained in this Mortgage, to secure the timely payment and performance of the Obligations, to secure all other obligations and indebtedness of the Borrower to the Bank, including without limitation all obligations and indebtedness under the Bond Documents, the Credit Agreement and the other Related Documents, together with all fees, charges, interest and other amounts that may come due thereunder (all of the foregoing, the “ Secured Obligations ”), the Mortgagor, by these presents does hereby mortgage, grant, convey and assign to the Bank, its successors and assigns, with power of sale, forever, all and singular their entire estate and interest, whether fee or leasehold or otherwise, in the following described property, to-wit:

2.01                       Real Property .  The Real Property.

2.02                       Highways and Thoroughfares .  All right, title and interest of Mortgagor, if any, now or at any time hereafter existing, in and to all highways, roads, streets, alleys and other public thoroughfares, bordering on or adjacent to the Real Property, together with all right, title and interest

of Mortgagor to the land making up such highways, roads, streets, alleys and other public thoroughfares and all heretofore or hereafter vacated highways, roads, streets, alleys and public thoroughfares adjoining or within the Real Property or any part thereof.

2.03                       Buildings and Fixtures .  All buildings, structures, improvements, plants, works and fixtures now or at any time hereafter located on any portion of the Real Property, including the Project, and, without any further act, all extensions, additions, betterments, substitutions and replacements thereof.

2.04                       Intangible Rights, Rents .  All rights, privileges, permits, licenses, easements, consents, tenements, hereditaments and appurtenances now or at any time hereafter belonging to or in any wise appertaining to the Real Property or to any property now or at any time hereafter comprising a part of the property subject to this Mortgage; and all right, title and interest of Mortgagor, whether now or at any time hereafter existing, in all reversions and remainders to the Real Property and such other property, and all rents, income, issues, profits, royalties and revenues derived from or belonging to such Real Property and other property subject to this Mortgage or any part thereof.

2.05                       Proceeds .  Any and all proceeds of the conversion, whether voluntary or involuntary, of all or any part of the Real Property and other property and interests subject to this Mortgage into cash or liquidated claims, including, without limitation by reason of specification, proceeds of insurance and condemnation awards and any and all other property of every name and nature from time to time by delivery or writing of any kind conveyed, mortgaged, pledged, assigned or transferred for additional security for this Mortgage.

TO HAVE AND TO HOLD all of the foregoing (the “ Mortgaged Property ”) unto the Bank, its successors and assigns, forever; provided that if the Borrower pay all amounts required to be paid to the Bank under the Bond Documents, the Credit Agreement and other Related Documents according to their terms, make all other required payments and perform all other terms, conditions, covenants and agreements contained in the Bond Documents, the Credit Agreement and the other Related Documents, then this Mortgage shall cease and be void.  If any improvements or property become a part of the Mortgaged Property after the date hereof by location or installation on the Real Property or in the building or buildings now or in the future situated thereon or otherwise, then this Mortgage shall immediately attach to and constitute a lien or security interest against such additional items without further act or deed of Mortgagor.

3.01                       Collateral Assignment of Leases and Rents .  The Mortgagor does hereby conditionally as and for collateral and as security for the Secured Obligations sell, assign, transfer and set over unto the Bank, its successors and assigns, all of the right, title and interest of the Mortgagor in, to and under the Leases, including all amendments and supplements to and renewals and extensions of the Leases at any time made; together with all rents, earnings, income, issues and profits arising from the Project or from said Leases and all other sums due or to become due under

and pursuant thereto; together with any and all guarantees under any of said Leases; together with all proceeds payable under any policy of insurance covering loss of rents for any cause; together with all rights, powers, privileges, options and other benefits of the Mortgagor, as lessor or sublessor, under the Leases, including, but not limited to:  (i) the immediate and continuing right to receive and collect all rents, income, revenues, issues, profits, condemnation awards, moneys and security payable or receivable under the Leases, or pursuant to any of the provisions thereof, whether as rent or otherwise, and (ii) the right to make all waivers and agreements, to give and to receive all notices, consents and releases, to take such action upon the happening of a default under any Lease, including the commencement, conduct and consummation of proceedings at law or in equity as shall be permitted under any provision of any Lease or by law, and to do any and all other things whatsoever which the Mortgagor is or may become entitled to do under the Leases; and together with all other rights, powers, privileges, options and benefits of the Mortgagor in connection with the Real Property, including, but not by way of limitation, building permits, zoning variances, plans, specifications and contracts with architects.

3.02                       Remedies .  If an Event of Default shall occur, the Mortgagor consents to and irrevocably authorizes and directs the tenants under the Leases and any successors to the interest of the tenants, upon demand and notice from the Bank of the Bank’s right to receive the rents and other amounts under such Leases, to pay to the Bank the rents and other amounts due or to become due under the Leases, and the tenants shall have the right to rely upon such demand and notice from the Bank without any obligation or right to determine the actual existence of the Bank’s right to receive such rents and other amounts, notwithstanding any notice from or claim of the Mortgagor to the contrary.  The Mortgagor shall have no right or claim against any tenant for any such rents and other amounts so paid by the tenant to the Bank.

If any such Event of Default shall occur, the Bank shall, at its option, have the complete right, power and authority, to (i) enter upon, take and maintain possession of and operate the Mortgaged Property, or any part thereof, together with all documents, books, records, papers, and accounts relating thereto; (ii) exclude the Mortgagor, its agents and servants therefrom; and (iii) hold, operate, manage and control the Mortgaged Property, or any part thereof, as fully and to the same extent as the Mortgagor could do if in possession, and, in such event, without limitation and at the Mortgagor’s expense from time to time:

     (a)      Rent or lease the whole or any part of the Mortgaged Property for such term or terms and on such conditions as may seem proper to the Bank, including entering into leases for terms expiring beyond the maturity of the indebtedness secured by the Mortgage, and cancel any lease or sublease for any cause or on any ground which would entitle the Mortgagor to cancel it;

     (b)      Demand, collect, and receive from the tenant or tenants now or hereafter in possession of the Mortgaged Property, or any part thereof, or from other persons liable therefor, all of the rents and revenues from such tenant or tenants or other persons which may now be due and unpaid and which may hereafter become due;

     (h)      Execute and comply with all applicable laws, rules, orders, ordinances, and requirements of any and all governmental authorities affecting the Mortgaged Property, and pay the costs thereof out of the rents and other revenues received;

     (j)      From time to time determine to which one or more of the above purposes the rents and revenues shall be applied and the amount to be applied thereto.

The Bank’s acceptance of this Mortgage, with all the rights, powers, privileges and authority created under this assignment, shall not, prior to entry upon and taking possession of the Mortgaged Property by the Bank, be deemed or construed to constitute the Bank a mortgagee in possession, or thereafter or at any time or in any event impose any obligation whatsoever upon the Bank to appear in or defend any action or proceeding relating to any Lease or the Mortgaged Property, or to take any action hereunder, or to expend any money or incur any expenses, or to perform or discharge any obligation, duty or liability under any Lease, or to assume any obligation or responsibility for any security deposits or other deposits delivered to Mortgagor by any tenant and not assigned and delivered to the Bank, or render the Bank liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Mortgaged Property.

The Mortgagor agrees that the collection of rents and the application as stated above or the entry upon and taking of possession of the Mortgaged Property, or any part thereof, by the Bank shall not cure or waive any default or waive, modify or affect any notice of default under the Bond Documents, the Credit Agreement or any other Related Document, or invalidate any act done pursuant to such notice, and the enforcement of such right or remedy by the Bank, once exercised, shall continue for so long as the Bank elects so long as an Event of Default exists.  If the Bank elects to discontinue the exercise of any such right or remedy, the same or any other right or remedy under this Mortgage may be reasserted at any time and from time to time following any subsequent default.

3.03                       Right of Mortgagor .  Notwithstanding anything in this Mortgage, so long as no Event of Default shall have occurred and continue uncured, the Mortgagor shall have the right to occupy the Mortgaged Property as landlord or otherwise, to collect, use, and enjoy the rents, issues, profits, and other sums payable under and by virtue of all Leases and to enforce the covenants of all Leases, it being agreed that the assignment made hereby is for collateral purposes only, and is conditioned upon the occurrence and continuance of an Event of Default hereunder or under the Bond Documents or the Credit Agreement.

Mortgagor hereby covenants and agrees that Mortgagor shall not, without Bank’s prior written consent:  (a) accept any payment of any installment of rent more than two (2) months in advance of the due date therefor; or (b) enter into any management agreement.  Mortgagor further covenants and agrees that Mortgagor shall, at its sole cost and expense:  (a) promptly abide by, discharge and perform in all material respects all of the covenants, conditions and agreements contained in all Leases, on the part of the landlord thereunder; (b) enforce or secure the performance of all of the material covenants, conditions and agreements contained in any Lease on the part of any tenant thereunder; and (c) appear in and defend any action or proceeding arising out of or related to such Leases or the obligations, duties or liabilities of the landlord or of any tenants thereunder.

3.04                       Bank Not to Become Liable .  Prior to entry upon and taking possession of the Mortgaged Property by the Bank, the Bank and its assigns shall not be obligated to perform or discharge, nor do such parties hereby undertake to perform or discharge, any obligation, duty, or liability of the Mortgagor under any Lease.  Prior to entry upon and taking possession of the Mortgaged Property by the Bank, this Article shall not operate to place upon the Bank or its assigns responsibility for the control, care, management or repair of the Mortgaged Property or for the performance of any of the terms and conditions of any Lease.  The Bank and its assigns shall not be responsible or liable for any waste committed on the Mortgaged Property, for any dangerous or defective condition of the Mortgaged Property, for any negligence in the management, upkeep, repair or control of the Mortgaged Property or for failure to collect any rents or other payments under the Leases, except for such acts or conditions as shall occur while the Mortgaged Property is in the control of the Bank pursuant to Section 3.02 hereof.

3.05                       Waiver of Mortgagor .  To the fullest extent permitted by law, the Mortgagor hereby waives any and all claims against the Bank and its assigns arising out of or in any way related to any act or failure to act pursuant to this assignment, it being expressly understood and agreed that this assignment of leases is for collateral purposes only, imposes no obligation on the Bank or its assigns to take any action whatsoever and any action to enforce this assignment is in the sole discretion of the Bank or its assigns.

So long as any of the Bonds remain outstanding, and so long as any of the Secured Obligations remain outstanding, the Mortgagor agrees that Mortgagor shall abide by each of the following covenants:

4.01                       Payment of Principal and Interest .  Mortgagor shall duly and punctually pay or cause to be paid all amounts under this Mortgage, the Bond Documents, the Credit Agreement and any other Related Document when due, and promptly pay any penalties or other assessments that may be made, and timely comply with and carry out all of the covenants and agreements set forth in the Credit Agreement and the other Related Documents.

4.02                       Insurance; Damage or Destruction .

(a)           The Mortgagor shall provide and maintain or cause to be maintained at all times the insurance required under the Credit Agreement.  No insurance policy shall be cancelable or subject to reduction of coverage or modification except after thirty (30) days’ prior written notice to the Bank.  All insurers providing such policies shall have an A. M.  Best’s policyholder rating of at least B and a financial size rating of at least Class X.  At least ten (10) days prior to the expiration of Mortgagor’s policies, Mortgagor shall furnish the Bank with renewals or “binders” therefor or the Bank may order such insurance and charge Mortgagor for the cost thereof.