FIRST AMENDMENT TO 
COMMERCIAL REAL ESTATE MORTGAGE

Associated Commercial
Mortgage Inc.

THIS AMENDMENT is made as of April 30, 2001, between ASSOCIATED COMMERCIAL MORTGAGE, INC., a Wisconsin corporation ("Lender"), and ABIDON, INC., a Delaware corporation f/k/a UBUY2 INC. ("New Borrower"), successor by merger to State Street Investors of Rockford, Inc., an Illinois corporation ("Original Borrower").

RECITALS

A. Original Borrower executed and delivered to Lender's predecessor in interest First Federal Savings Bank, F. S. B. ("Original Lender") a Commercial Real Estate Mortgage dated February 4, 1994 (as subsequently amended, the "Original Mortgage"), which was recorded in the Office of the Recorder of Winnebago County, Illinois on February, 1994 as Document No. 94-0007739. Lender acquired Original Lender's interest under the Original Mortgage on or about May 1, 1999.

B. The Original Mortgage encumbers the real estate described on the attached Exhibit A.

C. The Original Mortgage secures, among other obligations, a Commercial Loan Installment Note dated February 4, 1994 executed by Original Borrower and originally made payable to the order of Original Lender (as subsequently amended, the "Note"). Lender also acquired Original Lender's interest under the Note on or about May 1, 1999.

D. Original Borrower merged into New Borrower on or about January 24, 2000.

E. Lender and New Borrower have amended the Note by a Second Modification Agreement (the "Modification") of the same date as this Amendment, and desire to reflect changes in the terms of the loan for which the Note provides evidence as they may affect the terms of the original Mortgage. Capitalized terms not otherwise defined in this Amendment have the meanings ascribed to them in the Original Mortgage. The Original Mortgage, as modified by this Amendment, is referred to as the "Mortgage."

AGREEMENTS

In consideration of the foregoing recitals and for other value received, LENDER AND NEW BORROWER AGREE AS FOLLOWS:

1. NAME AND ADDRESS OF LENDER. The names First Federal Savings Bank, F. S. B. and First Financial Bank, as used in the Original Mortgage, are replaced with Associated Commercial Mortgage, Inc. Lender's address, for purposes of the Uniform Commercial Code, is as follows:

Suite 350 
401 East Kilbourn Avenue 
Milwaukee, Wisconsin 53202

2. ADDRESS OF NEW BORROWER. New Borrower's address, for purpose of the Uniform Commercial Code, is as follows:

5311 East State Street
Suite 215 
Rockford, Illinois 61108

3. AFFIRMATION OF MORTGAGE. New Borrower has given, granted, bargained, sold, conveyed, mortgaged, warranted, pledged and confirmed to Lender all of its estate, right, title and interest in and to the Property, as defined in the Original Mortgage, to secure the Obligations, defined as follows:

(a) Payment of the amounts described in the Note as extended or modified from time to time;

(b) Payment of all other sums, together with interest, as they become due and payable to Lender under the "Loan Documents" which, for purposes of the Mortgage, include the Mortgage, the Note and all other documents which, at any time, secure or provide evidence for New Borrower's obligations under the Note or the Mortgage or which are executed or submitted by New Borrower in connection with the loan for which the Note provides evidence, including all extensions, modifications and renewals of such documents;

(c) Performance and discharge of each and every of New Borrower's obligations, covenants and agreements described in the Loan Documents; and

(d) All costs and expenses to collect and enforce any and all of the Obligations, including actual attorney's fees and expenses.