MORTGAGE AND SECURITY AGREEMENT

		Exhibit 10.3
		INSTR # 107871003
		OR BK 45339 Pages 285 -- 294
		RECORDED 05-/05/08 12:03:01
		BROWARD COUNTY COMMISSION
		DOC STMP-M: $7000.00
		INT TAX: f1 $4000.00
		DEPUTY CLERK 1924
		#1. 10 Pages

After Recording Mail to :
Robert E. Goldman, Esq.
Law Office of Robert E. Goldman
1 East Broward Blvd., Ste. 700
Fort Lauderdale, FL 33301

      MORTGAGE AND SECURITY AGREEMENT

     This Mortgage and Security Agreement is executed on                      , 2008, by Scorpion Performance, Inc., referred to below as “Mortgagor,” which term includes Mortgagor’s successors and assigns, to Yali Golan and Leslie Golan, as husband and wife, collectively referred to below as “Mortgagee.”

W I T N E S S E T H:

     (A) Mortgagor is the owner in fee simple of certain real property (the “Mortgaged Property”) located in Broward County, Florida, as more particularly described herein.

     (B) Mortgagor and the Mortgagee are parties to that certain Stock Purchase Agreement dated                      , 2008 (the “Stock Purchase Agreement”) entered into by and between Mortgagor and Mortgagee whereby Mortgagees have sold to the Mortgagor 10,000,000 shares of the common stock of Scorpion Performance, Inc.

     (C) In accordance with and subject to the terms and provisions set forth in the Stock Purchase Agreement, the Mortgagor has executed and delivered to Mortgagee, a promissory note in the principal amount of Two Million Dollars and No/100 ($2,000,000.00) along with interest to purchase the shares from the Mortgagee (the “Note”).

     (D) Mortgagor and the Mortgagee desire and intend that the Mortgagor and Mortgagee’s covenants and obligations, contained herein or in the Note, or Stock Purchase Agreement, collectively, the “Related Transaction Document” be secured by, along with other things, this Mortgage and Security Agreement.

     NOW THEREFORE, to secure the payment of all sums due under, and the performance and observance by Mortgagor of all terms, covenants and conditions contained in the Note and this Mortgage and Security Agreement Mortgagor does grant, bargain, sell, and convey to Mortgagee, their successors and assigns, in fee simple, all the certain tract of land of which Mortgagor is now the legal owner, and in actual possession, situated in the County of Broward, State of Florida, described as follows:

     The real property located at street address: 3000 SW 4 ^th Avenue, Fort Lauderdale, Florida and bearing the legal description:

The South 200.78 feet of the North 846.78 feet of the West ¹ / 2 of the East ¹ / 2 of the Southeast ¹ / 4 of the Northwest ¹ / 4 of Section 22, Township 50 South, Range 42 East, Less the West 40 feet thereof, lying, situate and being in Broward County, Florida.

     Together with (i) all structures and improvements now and hereafter on the land and the fixtures attached thereto now or hereafter attached to or used in connection with the premises; (ii) all and singular rights of Mortgagor in and to the tenements, hereditaments, easements, and appurtenances thereunto belonging or in anyways appertaining: (iii) all the estate, right, title, interest, and all claims and demands whatsoever, in law and in equity, of Mortgagor in and to the same, and every part and parcel thereof; and (iv) all and singular rights of Mortgagor as lessor in and to all rents, issues, and profits thereof; provided however, that so long as no default has occurred hereunder, Mortgagor shall collect, receive, and use such benefits from the property as they become due and payable.,

     The property described above is hereafter collectively called the “Mortgaged Property.”

     TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee forever; PROVIDED ALWAYS, that if Mortgagor shall pay or cause to be paid to Mortgagee all amounts due under the Note at the times and in the manner stipulated therein, and in all other instruments securing the Note, including renewals, extension or modification thereof, and in this Mortgage and Security Agreement, to be kept, performed or observed by Mortgagor, then Mortgagee shall execute, file and record a satisfaction of this Mortgage and Security Agreement and thereupon this Mortgage and Security Agreement shall cease and terminate.

     Mortgagor does covenant, agree and stipulate with Mortgagee as follows:

     1) Title; No Encumbrances . Mortgagor is indefeasibly seised of the land in fee simple; that Mortgagor has full power and lawful right to convey the land in fee simple; that the land is free from all encumbrances; that Mortgagor will make such further assurances to protect the fee simple title to the land in Mortgagee, its successors, legal representatives, or permitted assigns, as may reasonably be required; that Mortgagor does fully warrant the title of the land and will defend the same against the lawful claims of all persons whomsoever.

     2) Payment of Note . Mortgagor shall pay the principal and interest evidenced by the Note at the time and in the manner provided herein and in the Note, and all other sums and charges payable when due by Mortgagor and pursuant to the

     Note and this Mortgage and Security Agreement.

     3) Taxes . Except as set forth in Section 15 herein, Mortgagor shall pay the taxes, assessments, levies, liabilities, obligations, and encumbrances of every nature on the described property when due and payable according to law before they become delinquent and before any interest attaches or any penalty is incurred. Insofar as any indebtedness is of record the same shall be promptly satisfied and evidence of such satisfaction shall be given to Mortgagee.

     4) Attorney’s Fees . If any legal action or any other proceeding is brought for the enforcement of the Note or this Mortgage and Security Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of the Note or this Mortgage and Security Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to whi