COMMERCIAL MORTGAGE, SECURITY AGREEMENT

Exhibit 10.3


COMMERCIAL MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND
RENTS 

This COMMERCIAL MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND
RENTS (this "Mortgage") entered into as of April 20, 2009, between The
Dewey Electronics Corporation, a New York corporation, with an address of
27 Muller Road, Oakland, New Jersey 07436 (the "Mortgagor") and TD Bank,
N.A., a National banking association, with an address of 1100 Lake
Street, Ramsey, New Jersey 07446 (the "Bank"). 

The real property which is the subject matter of this Mortgage has the
following address(es): 27 Muller Road, Oakland, New Jersey 07436 (the
"Address(es)"). 

The Real Property is designated on the current official tax map for the
Borough of Oakland, County of Bergen and the State of New Jersey as Lot
No. 2, Block No. 301, and is more fully described in Deed Book No. 6546
and Page No. 507. 

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 irrevocably and unconditionally
mortgages, grants, bargains, transfers, sells, conveys, sets over and
assigns to the Bank and its successors and assigns forever, 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 that certain
Revolving Term Note, dated April 20, 2009, by The Dewey Electronics
Corporation in favor of the Bank in the original principal amount of
$500,000.00 (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 $500,000.00 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 personal property or
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 New Jersey (the "Uniform Commercial Code") as to any
and all personal property and 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
under Section 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.  The Bank shall have and 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 irrevocably 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 be
appropriately released and discharged. 

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(es), as more particularly described herein, together with: (i)
all rights now or hereafter existing, belonging, pertaining or
appurtenant thereto; (ii) all judgments, awards of damages and
settlements hereafter made as a result or in lieu of any Taking, as
hereinafter defined; (iii) 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 (iv) 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 without limitation all loans, advances, indebtedness, notes,
liabilities, rate swap transactions, basis swaps, forward rate
transactions, commodity swaps, commodity options, equity or equity index
swaps, equity or equity index options, bond options, interest rate
options, foreign exchange transactions, cap transactions, floor
transactions, collar transactions, forward transactions, currency swap
transactions, cross-currency rate swap transactions, currency options and
amounts, liquidated or unliquidated, now or hereafter owing by the
Mortgagor to the Bank or any Bank Affiliate at any time, of each and
every kind, nature and description, whether arising under this Mortgage
or otherwise, and whether secured or unsecured, direct or indirect (that
is, whether the same are due directly by the Mortgagor to the Bank or any
Bank Affiliate; or are due indirectly by the Mortgagor to the Bank or any
Bank Affiliate as endorser, guarantor or other surety, or as obligor of
obligations due third persons which have been endorsed or assigned to the
Bank or any Bank Affiliate, or otherwise), absolute or contingent, due or
to become due, now existing or hereafter contracted, including, without
limitation, payment of all amounts outstanding when due pursuant to the
terms of any of the Loan Documents. Said term shall also include all
interest and other charges chargeable to the Mortgagor or due from the
Mortgagor to the Bank or any Bank Affiliate from time to time and all
advances, costs and expenses referred to in this Mortgage, including
without limitation the costs and expenses (including reasonable
attorney's fees) of enforcement of the Bank's rights hereunder or
pursuant to any document or instrument executed in connection herewith. 

1 .7  Swap Agreement.  The parties hereto agree that all sums that may or
shall become due and payable by the Mortgagor to the Mortgagee in
accordance with any swap agreement, whether or not such swap agreement is
directly between the Mortgagor and the Mortgagee or between the Mortgagor
and Mortgagee's affiliates, assignors or assignees shall be evidenced by
the Note, shall be secured by this Mortgage and shall constitute part of
the Obligations. The lien of this Mortgage insofar as it secured payment
of sums that may or shall become due and payable by the Mortgagor to the
Mortgagee in accordance with the swap agreement is and shall continue to
be equal in priority to the lien of this Mortgage insofar as it secures
payment of the balance of the Obligations. The parties hereto agree that,
if the Note shall be declared to be immediately due and payable as the
result of an occurrence of an Event of Default or if the Note is not paid
in full at maturity, then all sums that become available to the Mortgagee
as a result of the foreclosure of this Mortgage shall not be applied to
sums due under the swap agreement until such time as the balance of the
Obligations have been paid in full. 

1.8  Cross-Collateral and Future Advances.  It is the express intention
of the Mortgagor that this Mortgage secure payment and performance of all
of the Obligations, whether now existing or hereinafter incurred by
reason of future advances by the Bank or otherwise, and regardless of
whether such Obligations are or were contemplated by the parties at the
time of the granting of this Mortgage. Notice of the continuing grant of
this Mortgage shall not be required to be stated on the face of any
document evidencing any of the Obligations, nor shall such documents be
required to otherwise specify that they are secured hereby. 

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 or 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 liens,
encumbrances, leases, security interests or rights of others, except as
previously agreed to by the Bank (the "Permitted Encumbrances"); 

(c) The Mortgagor is the sole legal owner of the entire lessor's interest
in Leases, if any, with full power and authority to encumber the Property
in the manner set forth herein, and the Mortgagor has not executed any
other assignment of Leases or any of the rights or rents arising
thereunder; 

(d) As of the date hereof, there are no Hazardous Substances (as
hereinafter defined) in, on or under the Property, except as disclosed in
writing to and acknowledged by the Bank; and 

(e) Each Obligation is a commercial obligation and does not represent a
loan used for personal, family or household purposes and is not a
consumer transaction. 

2.2  Recording; Further Assurances.  The Mortgagor covenants that it
shall, at its sole cost and expense and upon the request of the Bank,
cause this Mortgage, and each amendment, modification or supplement
hereto, to be recorded and filed in such manner and in such places, and
shall at all times comply with all such statutes and regulations as may
be required by law in order to establish, preserve and protect the
interest of the Bank in the Property and the rights of the Bank under
this Mortgage. Mortgagor will from time to time execute and deliver to
the Bank such documents, and take or cause to be taken, all such other or
further action, as the Bank may request in order to effect and confirm or
vest more securely in the Bank all rights contemplated by this Mortgage
(including, without limitation, to correct clerical errors) or to vest
more fully in, or assure to the Bank the security interest in, the
Property or to comply with applicable statute or law. To the extent
permitted by applicable law, Mortgagor authorizes the Bank to file
financing statements, continuation statements or amendments, and any such
financing statements, continuation statements or amendments may be filed
at any time in any jurisdiction. The Bank may at any time and from time
to time file financing statements, continuation statements and amendments
thereto that describe the Property as defined in this Mortgage and which
contain any other information required by Article 9 of the Uniform
Commercial Code for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment, including
whether Mortgagor is an organization, the type of organization and any
organization identification number issued to Mortgagor; Mortgagor also
authorizes the Bank to file financing statements describing any
agricultural liens or other statutory liens held by the Bank. Mortgagor
agrees to furnish any such information to the Bank promptly upon request.
In addition, Mortgagor shall at any time and from time to time, take such
steps as the Bank may reasonably request for the Bank (i) to obtain an
acknowledgment, in form and substance satisfactory to the Bank, of any
bailee having possession of any of the Property that the bailee holds
such Property for the Bank, and (ii) otherwise to insure the continued
perfection and priority of the Bank's security interest in any of the
Property and the preservation of its rights therein. Mortgagor hereby
constitutes the Bank its attorney-in-fact to execute and file all filings
required or so requested for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed; and such power, being
coupled with an interest, shall be irrevocable until this Mortgage
terminates in accordance with its terms, all Obligations are paid in full
and the Property is released. 

2.3 Restrictions on the Mortgagor. The Mortgagor covenants that it will
not, nor will it permit any other person to, directly or indirectly,
without the prior written approval of the Bank in each instance: 

(a) Sell, convey, assign, transfer, mortgage, pledge, hypothecate, lease
or dispose of all or any part of any legal or beneficial interest in the
Mortgagor or the Property or any part thereof or permit any of the
foregoing, except as expressly permitted by the terms of this Mortgage; 

(b) Permit the use, generation, treatment, storage, release or
disposition of any oil or other material or substance constituting
hazardous waste or hazardous materials or substances under any applicable
Federal or state law, regulation or rule ("Hazardous Substances"); or 

(c) Permit to be created or suffer to exist any mortgage, lien, security
interest, attachment or other encumbrance or charge on the Property or
any part thereof or interest therein (except for the Permitted
Encumbrances), including, without limitation, (i) any lien arising under
any Federal, state or local statute, rule, regulation or law pertaining
to the release or cleanup of Hazardous Substances and (ii) any mechanics'
or materialmen's lien. The Mortgagor further agrees to give the Bank
prompt written notice of the imposition, or notice, of any lien referred
to in this Section and to take any action necessary to secure the prompt
discharge or release of the same. The Mortgagor agrees to defend its
title to the Property and the Bank's interest therein against the claims
of all persons and, unless the Bank requests otherwise, to appear in and
diligently contest, at the Mortgagor's sole cost and expense, any action
or proceeding that purports to affect the Mortgagor's title to the
Property or the priority or validity of this Mortgage or the Bank's
interest hereunder. 

2.4  Operation of Property.  The Mortgagor covenants and agrees as
follows: 

(a) The Mortgagor will not permit the Property to be used for any
unlawful or improper purpose, will at all times comply with all Federal,
state and local laws, ordinances and regulations, and the provisions of
any Lease, easement or other agreement affecting all or any part of the
Property, and will obtain and maintain all governmental or other
approvals relating to the Mortgagor, the Property or the use thereof,
including without limitation, any applicable zoning or building codes or
regulations and any laws or regulations relating to the handling,
storage, release or cleanup of Hazardous Substances, and will give prompt
written notice to the Bank of (i) any violation of any such law,
ordinance or regulation by the Mortgagor or relating to the Property,
(ii) receipt of notice from any Federal, state or local authority
alleging any such violation and (iii) the presence or release on the
Property of any Hazardous Substances; 

(b) The Mortgagor will at all times keep the Property insured for such
losses or damage, in such amounts and by such companies as may be
required by law and which the Bank may require, provided that, in any
case, the Mortgagor shall maintain: (i) physical hazard insurance on an
"all risks" basis in an amount not less than l00% of the full replacement
cost of the Property; (ii) flood insurance if and as required by
applicable Federal law and as otherwise required by the Bank; (iii)
comprehensive commercial general liability insurance; (iv) rent loss and
business interruption insurance; and (v) such other insurance as the Bank
may require from time to time, including builder's risk insurance in the
case of construction loans. All policies regarding such insurance shall
be issued by companies licensed to do business in the state where the
policy is issued and also in the state where the Property is located, be
otherwise acceptable to the Bank, provide deductible amounts acceptable
to the Bank, name the Bank as mortgagee, loss payee and additional
insured, and provide that no cancellation or material modification of
such policies shall occur without at least Thirty (30) days prior written
notice to the Bank. Such policies shall include (i) a mortgage
endorsement determined by the Bank in good faith to be equivalent to the
"standard" mortgage endorsement so that the insurance, as to the interest
of the Bank, shall not be invalidated by any act or neglect of the
Mortgagor or the owner of the Property, any foreclosure or other
proceedings or notice of sale relating to the Property, any change in the
title to or ownership of the Property, or the occupation or use of the
Property for purposes more hazardous than are permitted at the date of
inception of such insurance policies; (ii) a replacement cost
endorsement; (iii) an agreed amount endorsement; (iv) a contingent
liability from operation endorsement; and (v) such other endorsements as
the Bank may request. The Mortgagor will furnish to the Bank upon request
such original policies, certificates of insurance or other evidence of
the foregoing as are acceptable to the Bank. The terms of all insurance
policies shall be such that no coinsurance provisions apply, or if a
policy does contain a coinsurance provision, the Mortgagor shall insure
the Property in an amount sufficient to prevent the application of the
coinsurance provisions; 

(c) Mortgagor will not enter into or modify the Leases in any material
respect without the prior written consent of the Bank, execute any
assignment of the Leases except in favor of the Bank, or accept any
rentals under any Lease for more than one month in advance and will at
all times perform and fulfill every term and condition of the Leases; 

(d) Mortgagor will at all times (i) maintain complete and accurate
records and books regarding the Property in accordance with generally
accepted accounting principles and (ii) permit the Bank and the Bank's
agents, employees and representatives, at such reasonable times as the
Bank may request, to enter and inspect the Property and such books and
records; and 

(e) Mortgagor will at all times keep the Property in good and first-rate
repair and condition (damage from casualty not excepted) and will not
commit or permit any strip, waste, impairment, deterioration or
alteration of the Property or any part thereof. 

2.5  Payments.  The Mortgagor covenants to pay when due: all Federal,
state, municipal, real property and other taxes, betterment and
improvement assessments and other governmental levies, water rates, sewer
charges, insurance premiums and other charges on the Property, this
Mortgage or any Obligation secured hereby that could, if unpaid, result
in a lien on the Property or on any interest therein. If and when
requested by the Bank, the Mortgagor shall deposit from time to time with
the Bank sums determined by the Bank to be sufficient to pay when due the
amounts referred to in this Section. The Mortgagor shall have the right
to contest any notice, lien, encumbrance, claim, tax, charge, betterment
assessment or premium filed or asserted against or relating to the
Property; provided that it contests the same diligently and in good faith
and by proper proceedings and, at the Bank's request, provides the Bank
with adequate cash security, in the Bank's reasonable judgment, against
the enforcement thereof. The Mortgagor shall furnish to the Bank the
receipted real estate tax bills or other evidence of payment of real
estate taxes for