OPEN-END MORTGAGE AND SECURITY AGREEMENT

EXHIBIT 10.25

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.

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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.

(v)  All awards, damages, payments and other compensation, and any and all claims therefor, and rights thereto, which may result from taking or injury by virtue of the exercise of the power of eminent domain of, or to, or any damage, injury or destruction in any manner caused to, the Real Estate and/or the

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buildings, structures and improvements now or hereafter erected or placed thereon, or any portion thereof, all of which award, damages, payments, compensation, claims and rights are hereby assigned to Mortgagee to the fullest extent that Mortgagor may do so under law. Mortgagor hereby appoints Mortgagee, its designees and nominees, as Mortgagor’s agents and attorneys-in-fact to collect any such awards, damages, payments and compensation.

(vi)  All fixtures, fittings, furnishings, furniture, trade fixtures, machinery, equipment, apparatus, building materials, appliances, goods, supplies, tools, chattels, and all articles of tangible personal property of whatever kind and nature, together with all replacements thereof, substitutions therefor and additions and accessions thereto, and all proceeds and profits thereof and therefrom, now or at anytime hereafter, affixed or attached to, installed upon, included within, or used in any way in connection with the construction, use, enjoyment, operation, maintenance or occupancy of the Real Estate and the buildings, structures and improvements now or hereafter erected or placed thereon; and all agreements, contract rights, chattel paper, negotiable instruments, general intangibles, accounts, instruments, and documents (as those terms are defined in the Pennsylvania Uniform Commercial Code). Any item referred to in this paragraph (vi) shall hereinafter, for purposes of creating a security interest therein under the Pennsylvania Uniform Commercial Code, sometimes be referred to as the Personal Property.

The Real Estate, and all of the right, title and interest of Mortgagor therein and thereto, and all of the property rights, title and interest referred to in paragraphs (i) through (vi) above shall hereinafter sometimes be referred to collectively as the Mortgaged Property.

TO HAVE AND TO HOLD the Mortgaged Property hereby granted and conveyed, or mentioned and intended so to be, unto Mortgagee, its successors and assigns, to its and their own use and benefit forever.

PROVIDED, HOWEVER, that if Mortgagor pays to Mortgagee the principal interest to become due under the Note at the time and in the manner stipulated therein, and pays all other sums payable by Mortgagor and TN to Mortgagee as are secured hereby, and if Mortgagor and TN perform and comply with all the agreements, conditions, covenants and provisions contained in the Note, the Loan Agreement, this Mortgage and the other Loan Documents, and if Mortgagor and TN pay all satisfaction costs, including the recording costs for any Mortgage satisfaction and termination statements, then this Mortgage and the estate, right, title and interest of Mortgagee in and to the Mortgaged Property shall cease and become void. Until such time, Mortgagor covenants, represents, promises, warrants and agrees to and with Mortgagee as follows:

1.  Mortgagor’s Title. Mortgagor warrants, covenants and represents as follows:

1.1  Mortgagor has good and marketable and unencumbered fee simple title to the Mortgaged Property subject only to the title exceptions not removed from Title Insurance Commitment No. 03-1156 dated effective October 30, 2003, issued by Strong Abstract, Inc. agent for First American Title Insurance Company, at the time of closing the loan evidenced by the Note; and

1.2  Mortgagor will forever warrant and defend the title to the Mortgaged Property unto the Mortgagee, its successors and assigns, against all persons and all claims of every kind and nature whatsoever.

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2.  Payment and Performance by Mortgagor.

2.1  Mortgagor and TN shall pay to Mortgagee all principal, interest and other sums now or hereafter due and payable to Mortgagee under the terms of the Note, this Mortgage, and all other Loan Documents, as and when the same shall become due and payable by the terms thereof and hereof.

2.2  Mortgagor and TN shall perform and comply with all terms, condition, provisions, covenants and agreements on the part of Mortgagor and/or TN to be observed and performed under this Mortgage, the Note, the Loan Agreement, and all other Loan Documents. All the terms, conditions and provisions of the Loan Documents are by reference incorporated herein as if fully set forth.

2.3  Mortgagor shall timely perform all of its obligations and duties under any present or future lease, easement, license, permit, approval, covenant or agreement relating to, affecting, created for the benefit of or used in connection with the operation of all or any portion of the Mortgaged Property.

2.4  This mortgage secures obligations of Mortgagor and TN to Mortgagee which obligations shall include, but not be limited to, expenses and attorneys fees incurred by Mortgagee by reason of default by Mortgagor and/or TN hereunder, under the Note or under any of the other Loan Documents, the payment of taxes, municipal assessments and insurance premiums whether advanced prior to or after the entry of judgment in any action to enforce this security instrument, together with all other sums due hereunder or secured hereby, plus accrued and unpaid interest.

3.  Maintenance and Repair. Mortgagor shall keep and maintain the Mortgaged Property and the sidewalks, curbs and drives abutting and adjacent thereto, if any, in good and tenantable order, condition and repair, and will make as and when necessary all repairs, renewals and replacements, structural and not structural, exterior and interior, ordinary and extraordinary, foreseen and unforseen. All such repairs, renewals and replacements made by Mortgagor shall be at least equal in quality to the original portion of the Mortgaged Property being repaired, renewed or replaced. Mortgagor shall abstain from and shall not permit the commission of waste in or about the Mortgaged Property.

4.  Removal, Demolition and Alteration. Mortgagor shall not undertake or permit the removal or demolition of any building at any time erected on or forming a part of the Mortgaged Property, nor shall Mortgagor, without Mortgagee’s prior written consent, undertake or permit any alteration in the design or structural character of any such building.

5.  Inspection by Mortgagee. Mortgagor will permit Mortgagee and Mortgagee’s agents and representatives to enter the Mortgaged Property and all parts thereof for the purposes of making site and building investigations, performing soil, groundwater, structural and other tests, and generally to inspect. and photograph the condition and state of repair of the Mortgaged Property at any reasonable time upon one (1) business day prior notice.

6.  Insurance. Mortgagor shall from and after the date hereof and at all times while the indebtedness secured hereby is outstanding maintain at Mortgagor’s sole expense, insurance in amounts, with deductibles satisfactory to Mortgagee as more fully set forth in the Loan Agreement, including, without

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limitation, all risk, fire, hazard and extended coverage insurance with vandalism and malicious mischief endorsements on all buildings, structures and improvements now existing or hereafter erected on or forming a part of the Mortgaged Property, and all of the Personal Property, to the extent of one hundred percent (100%) of the replacement value thereof pursuant to full replacement value endorsements naming Mortgagee as mortgagee and additional insured pursuant to a standard mortgagee loss payable clause, without co-insurance. Mortgagor shall also insure against such other hazards as Mortgagee may require from time to time and shall maintain rent insurance against loss of income arising out of damage or destruction by fire or the perils of extended coverage insurance, in an amount equal to one (1) year’s gross rental income to the owner of the Mortgaged Premises, or business interruption insurance in an amount as required by Mortgagee from time to time, but not to exceed Mortgagee’s reasonable estimate of the annual cost of debt service on the Note, taxes, insurance and maintenance for the Mortgaged Premises. All such insurance shall be in such amounts as is necessary to comply with co-insurance requirements and otherwise as Mortgagee shall require, and shall be written by stock or nonassessable mutual carriers with a general policy holders rating of A or better and a financial rating of VI or better in the most recent edition of Best’s Key Rating Guide, Property-Casualty, published by Alfred M. Best Co., Inc. Mortgagor shall deliver to Mortgagee upon demand, and in the absence of demand not less than twenty (20) days prior to the expiration date of each such insurance policy, proof of the renewal and continuance of all required insurance coverages, with premiums prepaid. As additional security for the payment of the indebtedness secured by this Mortgage, shall name Mortgagee as an additional insured or be endorsed with a standard mortgagee clause, shall not be subject to contribution, shall be for a term of at least one (1) year, and shall provide for cancellation or modification only upon at least thirty (30) days prior written notice to Mortgagee.

6.1  If any of the insurance referred to herein, or any part thereof, shall expire, or be canceled, or become void or voidable by reason of the breach of any condition thereof, or if Mortgagee determines that such coverage is unsatisfactory due to the failure or impairment of the capital of any company in which the insurance may then be carried such that its AM Best Rating falls below the standard set forth in this Mortgage, or if for any reason whatever the insurance shall be or become unsatisfactory to Mortgagee, Mortgagor shall place new insurance on the Mortgaged Property, satisfactory to Mortgagee.

6.2  If Mortgagee acquires title to the Mortgaged Property either by virtue of a judicial sale thereof pursuant to proceedings under the Note or upon this Mortgage or by virtue of a deed in lieu of foreclosure, or otherwise, then, and in any such event, all of Mortgagor’s right, title and interest in and to all insurance policies referred to herein, including unearned premiums thereon and the proceeds thereof, shall vest in Mortgagee.

7.  Taxes, Assessments and Other Charges. If requested by Mortgagee, in addition to the monthly installment of interest and/or principal due to Mortgagee, Mortgagor shall pay to Mortgagee, on the payment date of installments due under the Note, until the Note is fully paid, a sum (the Escrow Payment) equal to one-twelfth (1/12) of the annual real estate taxes, other municipal assessments and the estimated annual premiums for all insurance required hereunder (the Escrow Charges), with an initial deposit to cover the months which will have elapsed between the last date such taxes, charges and premiums were due and payable and the first date on which an installment shall be due hereunder. The Escrow Payments may be commingled with other funds of Mortgagee

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and no interest thereon shall be due of payable to Mortgagor. Mortgagee shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Mortgagee shall determine. If, at any time, the Escrow Payments theretofore paid to Mortgagee shall be insufficient for the payment of the Escrow Charges, Mortgagor, within ten (10) days after demand, shall pay the amount of the deficiency to Mortgagee.

Mortgagor shall pay, prior to the accrual of any interest or penalties, without any deduction, defalcation or abatement, and shall furnish to Mortgagee proper receipts for, within five (5) days after their respective due dates, all ground rents, taxes, assessments, water and sewer rents, licenses or permit fees, and all other charges or claims which may be assessed, levied charged, imposed or filed at any time against Mortgagor, the Mortgaged Property or any part thereof, or against the interest of Mortgagee therein, by any governmental instrumentality or agency or other lawful authority or by any deed restriction, private agreement or declaration, recorded or otherwise, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale. Mortgagor will pay, when due, all charges for utilities, whether public or private, used or consumed upon, in or in connection with the Mortgaged Property.

8.  Sale or Transfer of the Mortgaged Property. Mortgagor shall not, without the prior written consent of Mortgagee: (i) sell, transfer, convey or assign the Mortgaged Property, or any part thereof, or any interest therein, including but not limited to, an equitable interest in the Mortgaged Property, or any part thereof, to any party; or (ii) permit the sale, transfer, conveyance or assignment of the Mortgaged Property or any part thereof or any interest therein, either voluntarily or by operation of law.

9.  Internal Revenue Stamps. If at any time the United States Government or any department or bureau thereof shall require Internal Revenue stamps on the Note or other indebtedness secured hereby, Mortgagor shall, upon demand made by Mortgage, pay for such stamps together with any interest and penalties payable with respect thereto.

10.  Taxation of Note and Mortgage. If any law is hereafter enacted: (i) deducting from the value of real estate, for purposes of taxation, any lien or encumbrance thereon; (ii) revising or changing in any way the laws and ordinances now in force for the taxation of mortgages or the debts secured thereby, or the manner of collections of such taxes; (iii) imposing a tax directly or indirectly on Mortgagee with respect to the Mortgaged Property, the value of Mortgagor’s equity therein, the indebtedness evidenced by the Note and/or secured by this Mortgage; (iv) requiring Mortgagee to pay, in whole or in part, any tax, assessment, charge or lien required to be paid by Mortgagor pursuant to the terms of this Mortgage; then, and in any such event, the entire unpaid balance of the indebtedness secured by this Mortgage shall, at the option of Mortgagee, without notice to Mortgagor, become immediately due and payable, unless, to the extent permitted by such law or ordinance, Mortgagor is authorized to, and does, pay or reimburse Mortgagee for the full amount of any such tax, assessment, charge or lien.

11.  Protection of Mortgage Lien. Mortgagor will promptly perform and observe, or cause to be performed and observed, all of the terms, covenants and condition of all instruments of record affecting the Mortgaged Property, or imposing any duty or obligation upon Mortgagor or any occupant or tenant of the Mortgaged Property or any part thereof. Mortgagor shall do or cause to be done all things necessary to preserve intact and unimpaired any and all easements, appurtenances and other interests and rights in favor of or constituting any portion of the Mortgaged Property.

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12.  Costs, Expenses and Counsel Fees. Mortgagor and/or TN shall pay all expenses incurred by Mortgagee incident to the preparation, execution, delivery and/or recording of the Note, this Mortgage and all of the other Loan Documents. Mortgagor and/or TN shall, upon demand made by Mortgagee, promptly pay to Mortgagee all expenses and costs, including reasonable attorneys’ fees, incurred by Mortgagee to collect any of the indebtedness secured hereby or to enforce the performance of the terms, conditions, provisions, agreements and covenants contained herein, in the Note, the Loan Agreement, or in any other Loan Document, whether or not suit is instituted, or incurred by Mortgagee in connection with any action, proceeding, litigation or claim instituted or asserted by or against Mortgagee or in which the Mortgagee becomes engaged, wherein it becomes necessary, in the opinion of Mortgagee, to enforce, defend or uphold the lien of this Mortgage or the validity or effectiveness of any assignment of any claim, award, payment, insurance recovery or any other right or property conveyed, encumbered or assigned by Mortgagor to Mortgagee hereunder, or the priority of any of the same or otherwise. All such expenses, costs and attorneys’ fees, together with interest thereon at the rate set forth in the Note in the event of a default thereunder, shall be deemed to be part of the principal indebtedness evidenced by the Note on a pro rata basis and secured by this Mortgage.

13.  Security Interest in the Personal Property. Mortgagor and Mortgagee hereby acknowledge that this Mortgage constitutes a security agreement under the Pennsylvania Uniform Commercial Code, and Mortgagor hereby grants to Mortgagee a security interest in every item of the Personal Property and the proceeds thereof and profits therefrom, replacements and substitutions therefor and additions and accessions thereto. Mortgagor shall, upon demand made by Mortgagee, execute, deliver and file any financing statements, continuation statements and other instruments as Mortgagee may from time to time require in order to perfect, confirm and maintain such perfected security interest under the Pennsylvania Uniform Commercial Code. Mortgagor hereby irrevocably appoints Mortgagee, its designees and nominees, as Mortgagor’s agents and attorneys-in-fact to execute, deliver and file, on Mortgagor’s behalf and in its name, any such financing statements, continuation statements, and other instruments as Mortgagee, in its sole discretion, deems necessary.

13.1  Mortgagor hereby warrants and represents to Mortgagee that Mortgagor is and will be the owner of every item of the Personal Property, free from any leases, conditional sales, chattel mortgages, security interests, liens or encumbrances other than the security interest hereby created. Mortgagor further hereby represents and warrants to Mortgagee that, unless Mortgagee gives its prior written consent to the contrary, every item of the Personal Property has been, and shall be created thereon except the security interest hereby created.

14.  Rents, Profits and Leases. Mortgagor hereby assigns and transfers unto Mortgagee, i